Boilerplate clauses: Overview, definition and example
What are boilerplate clauses?
Boilerplate clauses are the standard, often repetitive sections found in most contracts. They cover procedural and legal details, such as how disputes will be resolved, which laws govern the agreement, or how changes to the contract can be made. These clauses are not specific to the contract's main purpose but are essential for ensuring clarity, enforceability, and practicality.
Why are boilerplate clauses important?
Boilerplate clauses are critical because they define the framework within which the contract operates. They address situations that might arise during the agreement’s lifespan, such as changes in law, unforeseen events, or disagreements. Without them, parties could face confusion or disputes over how to interpret the contract or what happens when something goes wrong.
Understanding boilerplate clauses through an example
Imagine a service provider enters into a long-term contract with a corporate client. The agreement includes a "force majeure" clause, which excuses both parties from fulfilling their obligations during extraordinary events like natural disasters. When a flood disrupts the service provider’s operations, the force majeure clause protects them from liability for delays caused by the event, avoiding unnecessary conflict.
Another example is a "notices" clause, which specifies how and where formal communications related to the contract should be sent. If the client needs to terminate the agreement, this clause ensures they follow the proper process to do so effectively.
An example of a boilerplate clause
Here’s an example of a severability clause, which acts as a boilerplate clause:
“If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.”
Conclusion
Boilerplate clauses might seem like legal boilerplate, but they are vital for creating robust and enforceable contracts. They handle the "what ifs" that can arise in business dealings, providing structure and reducing the risk of disputes.
By understanding and carefully drafting boilerplate clauses, businesses can ensure their contracts are comprehensive and protective, paving the way for smoother and more predictable relationships.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.