The Philadelphia business attorneys of the Ezold Law Firm provide ongoing legal counsel and representation to our business and corporate clients, acting as general outside counsel. Part of what we do includes assisting our clients with reviewing and drafting contracts, as well as strategizing with regard to contract negotiations and terms. Just as each relationship with each client is unique, each contract is unique, and has to be approached in that manner.
This means that when it comes to contracts, there really is no such thing as boilerplate.
What is Boilerplate?
Boilerplate provisions are the commonly used sections of a contract that the parties generally consider “standard” business practices. They are typically included at the end of a contract, and that is no accident. It is not uncommon for parties to tire of reading the contract and skip over the ‘boilerplate’ end of it, deeming these terms routine or irrelevant. This practice leads to ignoring important elements of the contractual relationship. Standard, routine terms can have a significant impact on the deal you are inking in the contract – they cannot be ignored.
Indeed, they are just as important as the contract’s primary provisions.
Read the Fine Print
The authoring party typically creates a first draft of a contract that includes boilerplate favorable to its own interests. There are a number of boilerplate clauses that should be carefully considered in any contract:
- Integration clauses terminate any prior agreements relating to the subject matter of the contract – if you want prior agreements to stand, this language has to be adjusted.
- How and when disputes are resolved (court, arbitration, etc.) and what law applies are frequently the subject of boilerplate – but they are critical to your leverage to resolve a dispute.
- Attorneys’ fees and costs of a dispute also can shift due to boilerplate; ensure you understand what might happen before agreeing to these clauses.
- Whether and how one party might assign their rights and obligations under the contract are also boilerplate clauses – but if you don’t want a new partner in your deal, you need to ensure the language works for you.
- Whether your waiver of the other party’s breach in the future allows further breaches is also the subject of many boilerplate clauses – generally, they should be structured to state that one waiver does not mean you waive all breaches.
These are only some of the boilerplate clauses we see in contracts. If you have questions about how a contract is written and whether boilerplate provisions are appropriate, contact one of our experienced Philadelphia business attorneys. We would be happy to assist you in reviewing the proposed contract, before you sign away your rights or unknowingly agree to unfavorable provisions.