The term ‘boilerplate’ typically refers to standard clauses which are expected to be found within certain contracts and agreements. These clauses do not usually form part of negotiations between the parties and therefore tend to remain relatively uncontroversial, provided they do not expressly contradict the parties’ agreement.
It is in the interest of the contracting parties to include boilerplate clauses in an agreement as to avoid uncertainty and to address common legal matters, especially in the event of a dispute.
Common examples of boilerplate clauses are as follows:
Entire Agreement: – This clause provides that the agreement between the parties, and their respective obligations, are recorded in one document. Such clause aims to remove a dispute arising as a result of promises, representations and discussions between the parties which have taken part outside of the agreement, whether in writing or orally.
Governing Law and Jurisdiction: – This clause determines the express choice of the law and jurisdiction which will govern the contract in the event of a dispute.
Dispute Resolution: – This clause sets out provisions for how the parties are to deal with any dispute arising between them, as a result of the contractual agreement. The clause will typically include methods of dispute resolution such as litigation, as well as methods of alternative dispute resolution such as mediation. In some cases, the sequence of methods will be detailed in the clause, for example leaving litigation as a last resort, due its expensive and time-consuming nature.
Force Majeure: – This clause excuses the parties from the performance of their respective obligations under the contract in the event of unforeseen circumstances, such as natural disasters, war and any such matters outside of the parties’ control. These clauses cannot be implied into an agreement and in order to be relied on, they must be expressly included. This clause is usually for the benefit of the party selling or providing goods / services under the contract. For further information, please visit: Force Majeure and Hardship Clauses (lawdit.co.uk)
Severance: – This clause allows a court to strike out any clause, or part of a clause which may be deemed illegal or invalid, in turn allowing the remainder of the contract to be enforceable. This is useful, but is not essential, as the court has discretion to sever clauses or parts of them in order to enforce the remainder of the agreement, regardless of whether this clause is included. The court will need to be cautious in ensuring that any severance does not alter the fundamental nature of the agreement, as this is an important limit to the doctrine of severance.
If you have any queries regarding the above or would require our assistance with a contractual agreement, please do not hesitate to get in touch with Izaz Ali and Lora Krasteva today.
Tel: 023 8023 5979
E-mail: info@lawdit.co.uk
