Boilerplate Clauses: Standard Does Not Mean Unimportant
What Are Boilerplate Clauses?
Boilerplate clauses are the standardized provisions typically found at the end of a contract, covering procedural and administrative matters. They are often called "miscellaneous" or "general" provisions. While they may seem routine, these clauses can have significant legal consequences.
Common Boilerplate Clauses
- Entire agreement (merger clause). States that the written contract is the complete deal, superseding prior negotiations.
- Severability. If one provision is found invalid, the rest of the contract survives.
- Waiver. Non-enforcement of a provision on one occasion does not waive future enforcement rights.
- Assignment. Whether a party can transfer its rights and obligations to a third party.
- Notice. How formal communications must be delivered.
- Force majeure. Excuses performance when extraordinary events occur.
- Governing law and venue. Which state's law applies and where disputes are litigated.
- Amendment. How the contract can be modified.
- Survival. Which provisions continue after the contract ends.
- Counterparts. The contract can be signed in separate copies that together form one agreement.
Why "Standard" Does Not Mean Safe
The biggest risk with boilerplate is that people skip over it. But these provisions matter:
- A governing law clause can determine whether a non-compete is enforceable or worthless.
- An assignment clause can allow the other party to transfer the contract to a company you would never have agreed to work with.
- A notice clause that requires certified mail to a specific address can invalidate your termination attempt if you used email instead.
- A missing severability clause could mean that one invalid provision takes down the entire contract.
What to Watch For
- Boilerplate that does not match the deal. Standardized language may have been copied from a different type of contract and may not fit the specific transaction.
- Missing boilerplate. The absence of key provisions (severability, force majeure, governing law) creates uncertainty.
- Inconsistency with negotiated terms. Boilerplate added at the end should not contradict the carefully negotiated business terms at the beginning.
When to Consult a Lawyer
Consider having an attorney review the boilerplate sections of any significant contract. These provisions set the rules for how the entire agreement operates and can have outsized impact during disputes.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.