Boilerplate

Many agreements contain provisions entitled “Miscellaneous” or “General.” These provisions have little in common with one another except for the fact that they don’t fit anywhere else in the agreement. They’re contract orphans and are usually dumped at the end of the agreement. Lawyers often refer to these provisions as “boilerplate.” Don’t be misled by the fact that boilerplate is buried at the back of the agreement. You’ll be turning straight to that page if you need to know the procedures for resolving disputes and how a court will enforce the agreement.  These provisions are important, but they are not mandatory. In other words, if you and the other party agree to leave them out, you can do so without affecting the validity of the agreement.

  • Arbitration. Disputes about the contract must be resolved through a private hearing known as “arbitration”.  In the event of a dispute, the parties pay one or more arbitrators—experts at resolving disputes—to evaluate the case and make a determination. Even if neither party is entirely happy with the arbitrator’s decision, they have to live with it—that’s why it’s often called “binding arbitration.” Learn more about arbitration.
  • Assignment. This refers to the ability of the parties to transfer their contract rights to another party.
  • Attachments and exhibits. This provision guarantees that attachments and exhibits will be included as part of the agreement.
  • Attorney fees. In the event of a legal dispute, the losing party  must pay the winning party’s legal fees.
  • Choice of law. This clause determines which state’s legal rules will be applied in the event of a lawsuit.
  • Counterparts. This provision allows the parties to sign copies of the agreement without everyone being present at the same time in the same place.
  • Force majeure (“Acts of God”). This clause allows the parties to suspend the agreement in the event of unforeseen disasters.
  • Integration. This clause establishes  that the contract is the final agreement of the parties.
  • Jurisdiction. This clause determines where (in which state and county) a lawsuit must be filed.
  • Notice. This explains how each party must provide notices to the other.
  • Relationships. This prohibits either party from claiming a business relationship with the other (for example, by stating that the parties are partners).
  • Severability. This permits a court to sever (take out) an invalid provision and still keep the rest of the agreement.
  • 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.
  • Warranties. These are promises or assurances made by each party regarding various contract obligations.