Common Boilerplate Provisions in Contracts

The term "boilerplate" refers to standardized language in contracts. Although often grouped
together, boilerplate provisions don't have much in common with one another except that they don't
fit anywhere else in the agreement. For that reason, they are usually dumped at the end of the
agreement under a title such as "Miscellaneous," "General," or "Standard."
Even though boilerplate is buried in the back of the agreement, these provisions are
important. They affect how disputes are resolved and how a court enforces the contract. The effect
of boilerplate is most often noticed when it is omitted from a contract -- for example, if a contract
doesn't include a provision awarding attorneys' fees to the winner of a dispute and there's a breach
(violation) of the contract, it may prove tough for either party to find a lawyer willing to take the
case.
Let's look at some common boilerplate provisions and what they mean.

Costs and attorneys' fees. In the event of a legal dispute, the party that loses must pay
the winning party's legal fees. (For more information, see Nolo's article Attorneys' Fees
Provisions in Contracts.)

Arbitration. Any disputes about the contract must be resolved through arbitration
proceedings, not in a lawsuit. (For more information, see Nolo's article Arbitration Provisions in
Contracts.)

Choice of law. In the event of a dispute, a choice of law provision determines which state's
legal rules will be applied in the lawsuit.

Jurisdiction. In the event of a dispute, a jurisdiction clause determines where (in which
state and county) the lawsuit must be filed.

Waiver. This permits the parties to forego or give up the right to sue for breach of a
particular provision of the agreement without giving up any future claims regarding the same
provision.

Severability. This permits a court to sever (take out) an invalid provision and still keep the
rest of the agreement intact.

Integration. An integration clause says that the written contract represents the final
agreement of the parties. Often, it explicitly states the any prior agreement or discussions of the
agreement are replaced by the written contract and that any further modification to the contract
must be in writing.

Attachments. This guarantees that attachments and exhibits will be included as part of the
agreement.

Notice. This describes how each party must provide notices to the other (for example, to
terminate the agreement).

Relationships. This prevents either party from claiming a business relationship with the
other (for example, by stating that the parties are partners or that one is the other's employee).

Assignment. This affects the ability of the parties to sell or transfer their rights under the
agreement to another party.

force majeure (pronounced fors- mazhoor'; also referred to as "Acts of God"). This clause
establishes that the agreement will be suspended in the event of unforeseen disasters (such as
earthquakes, hurricanes, floods, and so on).

Headings. This clause provides that the headings used throughout the agreement have no
special significance.

Escrow. This provision allows you to place trade secrets, payments, or other information
into a special account which will be opened only under certain conditions.

Jury trial waivers. This establishes that when there is a court battle over the contract, the
parties agree to have the dispute heard by the judge and to give up their right to a jury trial.

Limitations on damages. This sets a cap or otherwise limits the types of damages that
may be awarded in a contract dispute.

Warranties. These are promises or assurances made by each party regarding various
contract obligations.

Indemnity. In an indemnity provision, one party guarantees that it will cover the costs of
certain disputes brought by third parties (that is, people who are not parties to the agreement).

Confidentiality. This guarantees that the parties will not disclose certain information.

Announcements. This establishes the manner in which the parties can make public
disclosures about the subject of the contract, such as statements about a forthcoming merger or
joint business venture.

Counterparts. This sets forth the right of the parties to execute (sign) copies of the
agreement without everyone being present in one place at one time to sign them all.

by: Rich Stim, Attorney

Source: http://www.nolo.com/legal-encyclopedia/common-boilerplate-provisions-contracts32654.html

What Are Boilerplate Provisions in Contracts?

By AllBusiness Editors | In: Legal
Boilerplate provisions or clauses usually appear at the end of a contract.
Sometimes they are referred to as the miscellaneous provisions. Because they
are at the end, people sometimes dont feel they are important and dont read or
pay any attention to them. Big mistake!
Boilerplate provisions are important because they affect your legal rights under
the contract as much as all other clauses. The purpose of boilerplate provisions is
to save the parties and drafters of contracts time with commonly used and
understood language.
What the Heck Is Boilerplate?
The common understanding of the term boilerplate is apparently standard clauses
of language in a legal document.
Make sure to read through all sections of any contract you are about to sign. Ask
questions and make comments. Boilerplate provisions are essential to the
effective enforcement of your rights under the contract and in some instances
may grant or take away important rights.
Isnt It All Standard?
Absolutely not. Boilerplate language is used to save time and it does have
commonly understood meanings but it is nevertheless important to understand
the meaning and impact of these provisions in order to choose which ones are
important for your particular contract. Although boilerplate provisions may seem

standard, they can still be tailored to meet your specific contracting

requirements. Every clause of every contract may be negotiated even the
boilerplate provisions.
Do I Really Need All that Boilerplate?
No, you dont need every single boilerplate provision in every contract. Aside from
the key provisions, whether a particular boilerplate provision is used in your
contract will depend upon the type of transaction documented in your contract.
Source: http://www.allbusiness.com/what-are-boilerplate-provisions-in-contracts789-1.html