indemnification

How to Draft an Enforceable AI Vendor Contract Under the Colorado AI Act (SB 24-205) for High-Risk Systems in 2026

How to Draft an Enforceable AI Vendor Contract Under the Colorado AI Act (SB 24-205) for High-Risk Systems in 2026

Colorado’s AI Act (SB 24-205) requires contractual controls for “high-risk” AI systems starting February 1, 2026. For Colorado-facing deployments, vendor agreements must allocate duties for risk management, notice, documentation, and cooperation across the AI supply chain. This article provides a drafting blueprint—clauses, exhibits, and negotiation points—to make AI vendor contracts enforceable and operational under Colorado […]

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How to Structure an Earn-Out Clause in a Florida Asset Purchase Agreement to Avoid Post-Closing Disputes

How to Structure an Earn-Out Clause in a Florida Asset Purchase Agreement to Avoid Post-Closing Disputes

A well-drafted Florida earn-out clause should define (at minimum) the metric, measurement period, reporting/audit rights, and dispute resolution process to reduce litigation risk. In Florida asset purchase agreements, most post-closing conflicts arise from ambiguous financial definitions, control of operations, and missing enforcement mechanics. This article explains how to structure an earn-out in Florida, with drafting

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How to Draft an AI Vendor Contract Addendum to Meet the EU AI Act and Reduce Model Hallucination Liability in 2026

How to Draft an AI Vendor Contract Addendum to Meet the EU AI Act and Reduce Model Hallucination Liability in 2026

By 2026, an AI vendor addendum should hardwire EU AI Act obligations plus allocate hallucination risk through warranties, testing, audit rights, and indemnities. The EU AI Act’s risk-based duties will affect both EU deployments and many non-EU vendors supplying EU customers. This article provides a clause-by-clause drafting roadmap attorneys can use to reduce regulatory and

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How to Draft a Delaware Stock Purchase Agreement to Minimize Post-Closing Indemnification Disputes

How to Draft a Delaware Stock Purchase Agreement to Minimize Post-Closing Indemnification Disputes

Delaware stock purchase agreements that use clear survival periods, an escrow/holdback, and a tightly drafted indemnification procedure reduce the most common post-closing fights by addressing who pays, when, and how disputes are resolved. Delaware’s contract-first approach in M&A means courts will usually enforce what sophisticated parties write—even if the result is harsh. This article explains

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How to Draft and Enforce an AI Vendor Contract Under California’s New AI Transparency and Consumer Notice Rules (2026)

How to Draft and Enforce an AI Vendor Contract Under California’s New AI Transparency and Consumer Notice Rules (2026)

California businesses using AI vendors in 2026 must contract for consumer-facing transparency, notices, and verifiable compliance—especially where AI interacts with the public. California’s evolving AI disclosure expectations, alongside privacy and unfair competition enforcement risk, make “standard” SaaS terms inadequate. This article explains how to draft and enforce an AI vendor agreement under California’s new AI

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