Use Defined Terms to Improve Readability

Let’s start with the following clause setting out the basic indemnification rights and duties in a contract for the sale and purchase of equipment. It consists of one sentence, long and difficult to follow, but typical as indemnification clauses go.

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Update on Bill Actions

• April 16, 2025.  Final update.  The Indiana Governor signed House Enrolled Act 1593, which will take effect July 1, 2025.  Watch for another article from us explaining what business lawyers and business owners need to know or do, now that HEA 1593 is law.

The Bill

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This article explores key indemnification terms and practical tips for analyzing clauses.  By understanding these provisions, business owners can understand their rights, duties, and risks.

Let’s start with some definitions and then examine how the defined terms fit into an example clause.

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In our last article, we explored key risk allocation clauses business attorneys use in contracts, including indemnification, liability caps, waiver of consequential damages, and termination provisions. These foundational concepts highlight the importance of clear drafting and strategic negotiation in managing contractual liabilities. This article delves deeper into advanced considerations, offering practical guidance for tailoring clauses to industry-specific needs, coordinating provisions with insurance coverage, and understanding the interplay between liability caps and indemnification. As in the previous article, we focus on Indiana law.  Although the details mary vary from state to state, the same concepts apply to most U.S. jurisdictions.

Tailoring Clauses for Industry-Specific Needs 

Risk allocation requirements vary significantly across industries, necessitating tailored approaches to contractual provisions. For example: 

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Effective risk allocation is essential in contract law, allowing parties to address potential liabilities and manage their exposure predictably. Business lawyers must draft risk allocation clauses carefully to ensure clarity, foster collaboration, and protect financial interests. This article explores the key types of risk allocation clauses found in business agreements and offers insights into how to negotiate them to achieve fair outcomes. As usual, our analysis assumes that Indiana law applies to the contract, but the same types of clauses are used in every jurisdiction in the United States.

Parties to contracts sometimes leave the negotiation of risk allocation to the last minute, when it can no longer be avoided. After all, few people entering into a business deal expect it to go wrong, and it can be uncomfortable to discuss who will suffer the consequences if it does.  Even worse, some business owners never seriously consider risk allocation at all, expecting their lawyers to draft the language by themselves, under the misconception that indemnification clauses and waivers of consequential damages are just boilerplate that can be copied from one contract and pasted into another. Careful business owners do neither of those things, and their attorneys should try not to let them. Business owners and their lawyers alike should consider and tailor risk allocation languages to the particular situation.  

Key Types of Risk Allocation Clauses 

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Buying a small business in Indiana is an exciting venture that can set you on the path to success. One critical decision stands between you and your dream: Should you buy the company itself or just its assets? Let’s explore these two approaches to help you navigate this important choice. For simplicity, let’s assume the business is organized as an Indiana limited liability company (LLC).

Stock Purchase vs. Asset Purchase: The Basics 

If you decide to buy the company itself, you’ll be purchasing the interest in the LLC—often referred to as a “stock sale.” While LLCs don’t technically have stock, the term persists as a carryover from the days when corporations, which do have stock, dominated the business landscape.  Another name that is becoming more common is “equity sale,” which covers stock in a corporation, interest in an LLC, and any other form of equity.

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What is the Right of Publicity?

The right of publicity is a legal principle that allows individuals to control the commercial use of their personal identity. This includes their name, image, likeness, voice, signature, and other distinctive characteristics. Essentially, it allows individuals to prevent others from exploiting their persona for commercial gain without permission.

The post NIL Rights in Indiana appeared first on Indiana Business Law Blog.

William Shakespeare, Romeo and Juliet, Act II, Scene II

Shakespeare may have been right about flowers, but about companies…not so much. Choosing the right name for your limited liability company (LLC) can be an important factor in its success. The name you select will not only represent your brand but will also serve as a legal identifier for your LLC. This article outlines key considerations for picking an LLC name, whether you’re forming a business entity or setting up a personal LLC, such as for estate planning. While this discussion focuses on Indiana LLCs, similar rules apply to LLCs across most states.

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As the situation changes, and rather than continue to post blog after blog on the current status of the BOI reporting requirements, all updates will live on this post for now.  As we endeavor to provide updates as soon as possible in one central location, please be aware that there may be delays. If you would like our office to file the BOI on behalf of your business, please contact our office.

Current status of CTA Reporting Requirements:  MANDATORY (Updated: 02/21/2025) 

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What Does Senate Bill 13 Say? 

Under SB 13, knowingly, intentionally, or recklessly operating a vehicle in a repeated or continuous manner with the intent of causing a rotational skid is classified as reckless driving. This type of behavior, commonly known as “cutting donuts,” is typically performed in open areas where drivers spin their vehicles in tight, circular motions, causing tires to screech and marks to be left on the pavement.  A good snowfall can make it particularly tempting. The law makes it clear that this act: 

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