Which are the most common Boilerplate Provisions in Contracts?

By The Law Office of Yoel Molina.
 
How do boilerplate provisions work?
Certain common terms that typically occur at the end of a contract are referred to as "boilerplate" in this context. These clauses deal with the practicalities of how a dispute between the contracting parties will be settled, such as who will be responsible for the cost of an attorney's fees, where to file a lawsuit, and which law will apply in the event of a dispute.

It can significantly affect your rights and obligations under the contract depending on whether boilerplate clauses are included and how they are written. An indemnification agreement, for instance, can be written as a cross indemnity, wherein both parties promise to defend one another, or as a one-way indemnity, wherein just one party agrees to do so. You should carefully study these clauses before signing off on them since if there is a disagreement or legal action related to the contract, doing so could have serious repercussions.
 
Contract Standard Boilerplate Clauses:
Here are a few typical boilerplate clauses along with what they typically cover. However, these provisions vary greatly based on the precise wording and topics covered in the clause.

• Selection of law. In the event of a lawsuit, a choice of law clause specifies which state's legal guidelines will be used.
• Jurisdiction. The location (state and county) in which the lawsuit must be filed is specified by a jurisdiction clause.

 

• Indemnification. With an indemnification, one or both parties agree to foot the bill for specific legal expenses arising from third parties' contractual claims (that is, people who are not parties to the agreement).
• Warranties. These are guarantees or promises made by one or both parties with reference to different contractual duties.
• Confidentiality. This ensures that neither party—nor both parties—will reveal specific information.
• Assignment. This has an impact on either party's capacity to sell or transfer their rights under the contract to a third party.
• Waiver. This enables the parties to waive or release their right to bring an action for breach of a specific clause in the contract without waiving any other rights relating to that clause.
• Restrictions on damages. The sorts of damages that may be granted to one or both parties in a contract dispute are capped or otherwise limited by this.
• Greater force. This provision states that the agreement will be terminated in the event of unavoidable catastrophes (such as earthquakes, hurricanes, floods, and so on).
• Charges and attorney fees. In the event of a legal disagreement or lawsuit, the parties have agreed on how and when legal fees and charges will be paid.
• Arbitration. The parties agree that arbitration, and no court action, shall be used to resolve any disputes arising under the contract.
• Waiver of the jury. The parties consent to having the matter considered by a judge rather than a jury (if the dispute is in court).
• Severability. This enables a court to separate (remove) an invalid section while upholding the remainder of the contract.
• Attachments. This stipulates that the agreement will contain all attachments and exhibits.
• Escrow. This clause enables you to make contributions into a special account that will only be formed under specific circumstances.
• Notice. This explains how each party is required to give the other party notice.
• Relationships. As a result, neither party may assert a business relationship with the other (for instance, by alleging that the other is an employer or that the parties are partners).
• Headings. The headers used throughout the agreement are not given any specific meaning, according to this section.
• Integration. This states that the written contract serves as the parties' whole agreement.
• Counterparts. This establishes the parties' authority to execute (sign) copies of the agreement without needing to be all in one place at once.

 
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If you have any questions about this article or similar matters, please contact our office, the Law Office of Yoel Molina, P.A., at fd@molawoffice.com or 305-548-5020, option 1