Boilerplate Clauses

Boilerplate clauses are standardised and commonly used provisions that appear in various types of legal documents, such as contracts, agreements, and other legal instruments. These clauses are often considered one-size-fits-all because they are used frequently and serve specific purposes regardless of the specific context of the document. While boilerplate clauses may appear standard, they still require careful consideration and customisation to ensure they accurately reflect the intentions and legal requirements of the parties involved.

Governing law and jurisdiction clause: This clause specifies the jurisdiction whose laws will govern the interpretation and enforcement of the contract. It also indicates where disputes arising from the contract will be resolved, typically through arbitration or litigation.

Severability clause: This clause states that if any part of the contract is deemed invalid or unenforceable, the remaining parts of the contract will still be valid and enforceable to the fullest extent possible.

Entire agreement clause: Also known as a merger clause, this clause states that the written contract contains the entire agreement between the parties and supersedes any prior agreements or understandings, whether written or oral.

Amendment or modification clause: This clause outlines the procedure and requirements for making changes to the contract. It often specifies that amendments must be in writing and signed by both parties.

Waiver clause: This clause indicates that the failure of either party to enforce a right or remedy under the contract at a particular time does not waive that party's right to enforce it in the future.

Force majeure clause: This clause addresses unforeseen and uncontrollable events, such as acts of nature or disasters, that may affect the performance of the contract. It often outlines the parties' rights and obligations in such circumstances.

Notices clause: This clause provides instructions for how and where formal notices and communications between the parties should be delivered.

Assignment and delegation clause: This clause addresses whether and how the parties can transfer their rights and obligations under the contract to third parties.

Confidentiality clause: This clause outlines the obligations of the parties to keep certain information confidential and may specify the consequences of a breach of confidentiality.

Dispute resolution clause: In addition to the choice of jurisdiction, this clause may specify the method of resolving disputes, such as through arbitration, mediation, or litigation.

Indemnification clause: This clause outlines the parties' obligations to indemnify and hold each other harmless from certain specified liabilities or claims.

Survival clause: This clause specifies which provisions of the contract will continue to apply even after the contract has been terminated or completed.

These are just a few examples of boilerplate clauses, and their inclusion in a contract will depend on the specific circumstances and intentions of the parties involved. While boilerplate clauses are often standardised, they should still be carefully reviewed and customised to ensure they accurately reflect the agreement and comply with relevant laws.