• Meaning of indemnification.
• Distinguishing indemnification and contribution
• Indemnification rights under common law.
• types of agreements and situations where indemnification is relevant
• Indemnification from the indemnitor’s perspective—scope of the obligation; parties covered, etc.
• Indemnification from the indemnitee’s perspective—scope of the obligation; parties covered
• Handling indemnification of third party claims—notice, who controls, who has the right to settle
• How long does indemnification obligation last—survival of reps and warranties, etc.
• Should indemnification be the sole remedy
• Materiality strips, etc.
• Insurance and other means of protecting the parties and covering the obligations

Marshall Paul and Swata Gandhi, Saul Ewing Arnstein & Lehr, LLP, Jason E. Balog Miles & Stockbridge