Contracts with Typical Boilerplate Provisions

Make sure you understand the boilerplate language in a contract before signing

Despite the fact that boilerplate provisions are frequently neglected in contracts as basic non-negotiable phrases, they often create vital rights and can be adjusted to benefit one party over the other. Before signing any contract, make sure you read and understand all of the clauses and, if necessary, negotiate to amend them

What is a Boilerplate Provision?

The phrase "boilerplate" refers to some common terms that are frequently found at the end of a contract. These clauses detail how a dispute between the contractual parties will be resolved, including who will pay attorney's fees, the right location for bringing a lawsuit, and whose law will apply in the event of a dispute.

Which boilerplate clauses are included and how they're written can have a big impact on your contract's rights and liabilities. An indemnification agreement, for example, might be written as a cross indemnity, in which both parties agree to indemnify each other, or as a one-way indemnity, in which only one party agrees to indemnify the other. If you wind up in a contract disagreement or lawsuit, you don't want to simply sign off on these conditions without properly understanding them.

Contracts with Standard Boilerplate Provisions

Here are some examples of boilerplate clauses and what they typically cover. However, depending on the exact language used and the items covered in the clause, these requirements can vary greatly.

• Law of your choice. In the event of a lawsuit, a choice of law clause decides which state's legal norms will be implemented.
• Jurisdiction. A jurisdiction provision specifies where the case must be filed (which state and county).
• Indemnification. In an indemnity agreement, one or both parties agree to reimburse the costs of certain contract-related disputes filed by third parties (that is, people who are not parties to the agreement).
• Warranties. These are assurances or pledges made by one or both parties on certain contract obligations.
• Confidentiality. This ensures that neither party, or both, will reveal sensitive information.
• Assignment. This has an impact on one or both parties' capacity to sell or transfer their rights under the contract to a third party.
• Waiver. This allows the parties to waive or waive their right to sue for breach of a specific agreement term without waiving any future rights related to that provision.
• Damages are limited. This limits the sorts of damages that can be awarded to one or both parties in a contract dispute by putting a limitation on them.
• There is a case of force majeure. This line says that if there are any unanticipated calamities, the agreement would be suspended (such as earthquakes, hurricanes, floods, and so on).
• Fees and expenses incurred by attorneys. In the event of a legal disagreement or lawsuit, the parties agree on how and when attorney's fees and charges would be paid.
• Arbitration. The parties agree that any contract issues will be resolved through arbitration rather than a lawsuit.
• Waiver of a jury trial. The parties agree to waive their right to a jury trial in favor of a judge hearing the case (if the dispute is in court).
• Severability. This allows a court to sever (remove) an invalid clause while maintaining the rest of the agreement.
• Attachments. This stipulates that attachments and exhibits shall be included in the contract.
• Escrow. This feature allows you to make payments into a unique account that will only be formed under particular circumstances.
• Notice. This explains how each party must give the other notice.
• Relationships. This precludes either party from claiming a business relationship with the other (for example, by claiming that the parties are partners or that one is an employee of the other).
• Headings. The headers used throughout the agreement have no special meaning, according to this provision.
• Integration. This means that the written contract constitutes the parties' ultimate agreement.
• Counterparts. This establishes the parties' right to execute (sign) copies of the agreement without all parties being present at the same time to sign them all.

​​​​​​​​​​​Yoel Molina, Esq. (AKA “Mo”)

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