Many commercial contracts contain standard provisions known as ‘boilerplate clauses’. Although these clauses are often found towards the end of an agreement and may seem routine, they can have a significant impact if a dispute arises or circumstances change during the life of the contract.
At Preston Redman, our Commercial team can advise on, draft and negotiate boilerplate clauses to ensure that your contract works effectively and provides the protection you or your business needs.
What are boilerplate clauses?
Boilerplate clauses are standard terms that govern how a contract operates. While they may not deal with the key commercial points of an agreement, they often determine what happens if circumstances change, a disagreement arises or one party fails to meet its obligations.
Common boilerplate clauses include:
- Entire Agreement: This clarifies what has been agreed and helps prevent either party from relying on statements made before the contract was signed.
- Variation: This sets out how an agreement can be amended.
- Assignment: This sets out whether a party can transfer the contract to someone else.
- Third Party Rights: This explains whether someone who is not a party to the contract can benefit from or enforce any of its terms.
- Force Majeure: This deals with unexpected events outside a party's control that may prevent them from carrying out their contractual obligations.
- Severability: This ensures that if one part of the contract is unenforceable, the rest of the agreement will remain valid.
Why are boilerplate clauses important?
As these clauses often appear as standard wording, they can be overlooked during negotiations. However, they frequently become some of the most important provisions when a dispute arises or relationships break down.
Boilerplate clauses can determine:
- Whether any earlier pre-contract discussions can be relied upon.
- How changes to the agreement must be agreed and documented.
- Whether a contract can be transferred to another person/business.
- Whether third parties have any rights under the agreement.
- Whether a party may be excused from performing its obligations due to events outside its control.
- How disputes are dealt with and resolved.
Standard wording is not always appropriate for every transaction. Clauses that are unclear, have been copied from another agreement or included without consideration may create uncertainty, increase risk and lead to costly disputes.
How can Preston Redman help?
Our experienced Commercial team advises businesses of all sizes on the preparation, review and negotiation of commercial contracts. We provide practical, straightforward advice to ensure contracts are clear, enforceable and tailored to your commercial objectives.
We can assist by:
- Drafting tailored contractual terms.
- Reviewing proposed agreements.
- Negotiating boilerplate and key commercial provisions.
- Advising on contractual rights and obligations.
- Supporting you if you are involved in any contractual disputes.
Contact Us
If you are entering into a new contract, renegotiating an existing agreement or have concerns about the terms of a contract you have been asked to sign, our Commercial team can help.
Contact Preston Redman today for clear, practical advice on boilerplate clauses and all aspects of commercial contracting. We can help you understand the risks, protect your interests and ensure your contract works for you and your business.
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