What is a boilerplate clause in a commercial contract?

Standard boilerplate clauses, also known as general or miscellaneous clauses, are provisions commonly found in commercial contracts that address various legal and administrative aspects of the agreement. While they may seem standard or generic, these clauses play a crucial role in defining the rights, obligations and remedies of the parties involved. Here are some common boilerplate clauses found in commercial contracts:

1. Entire Agreement Clause:

This clause states that the written contract represents the entire agreement between the parties and supersedes any prior oral or written agreements. It helps prevent disputes arising from misunderstandings or conflicting terms.

2. Governing Law and Jurisdiction Clause:

This clause specifies the laws that will govern the interpretation and enforcement of the contract and the jurisdiction where any disputes will be resolved. It provides clarity on the legal framework and venue for potential litigation.

3. Severability Clause:

This clause ensures that if any provision of the contract is deemed invalid or unenforceable, the remaining provisions will still be valid and enforceable. It helps to preserve the overall enforceability of the contract.

4. Force Majeure Clause:

This clause addresses unforeseen events or circumstances beyond the control of the parties that may prevent or delay the performance of the contract. It outlines the rights and obligations of the parties in such situations.

5. Assignment and Novation Clause:

This clause governs the transfer of rights and obligations under the contract to a third party. It specifies whether the contract can be assigned or novated and under what conditions.

6. Confidentiality Clause:

This clause imposes obligations on the parties to keep certain information confidential and restricts its disclosure to third parties. It helps protect sensitive or proprietary information shared during the course of the contract.

7. Waiver Clause:

This clause states that the failure of a party to enforce any right or remedy under the contract does not constitute a waiver of that right or remedy. It ensures that a party can still enforce their rights in the future, even if they have not done so previously.

8. Notice Clause:

This clause outlines the procedures and addresses for providing formal notices or communications between the parties. It ensures that important information or notifications are properly conveyed and received.

9. Amendment or Variation Clause:

This clause specifies the process and requirements for making changes or modifications to the contract. It helps ensure that any amendments are made in a formal and agreed-upon manner.

10. Survival Clause:

This clause states that certain provisions of the contract will continue to apply even after the termination or expiration of the agreement. It clarifies the ongoing obligations or rights of the parties.

It is important to note that the inclusion and specific wording of these clauses may vary depending on the nature of the contract and the jurisdiction in which it is governed. Consulting with a legal professional is advisable to ensure that the boilerplate clauses are tailored to the specific needs and requirements of the parties involved.

If you need a commercial contract drawing up or assistance in any area of commercial law, why not give one of Alexander JLO’s expert commercial lawyers a call on 020 7537 7000 or email peter@london-law.co.uk for a free, no obligation consultation and see what we can do for you?

This blog was prepared by Alexander JLO’s senior partner, Peter Johnson on the 6th October 2023 and is correct at the time of publication. With decades of experience in almost all areas of law, Peter is happy to assist with any legal issue that you have. His profile on the independent Review Solicitor website can be found Here

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