Standard Clauses for Commercial Contracts Templates
Whether you are constructing a Commercial Contract from scratch or simply looking to enhance the terms of an existing contract, the standard contract clauses contained in this subfolder, based on high-quality legal precedent material, will enable you to complete or enhance the standard or “boilerplate” sections of virtually any contract.
- Law and Jurisdiction Clause (Long Form)
- Law and Jurisdiction Clause (Short Form) (B2B)
- Law and Jurisdiction Clause (Short Form) (B2C)
- Dispute Resolution Clause
- Expert Determination Clause
- Mediation Clause
- Arbitration Clause
- Confidentiality Clause
- Term and Termination Clause
- Effects of Termination Clause
- Force Majeure Clause
- Price Increase Clause
- Insurance Clause (Long Form)
- Insurance Clause (Short Form)
- Definitions and Interpretation Clause
- Indemnity Clause
- Liability Clause
- Miscellaneous Clause
- Assignment and Sub-Contracting Clause
- Notices and Service Clause
- Payments and Records Clause
- Third Party Rights Clause
- Simple Retention of Title Clause
- Retention of Title (Proceeds of Sale) Clause
- Retention of Title (Proceeds of Sale and Aggregated) Clause
- All Monies Clause
- All Monies (Proceeds Of Sale) Clause
- All Monies (Proceeds of Sale and Aggregated) Clause
- Set-Off Clause
- Costs Clause
- Time of the Essence Clause
- Non-Solicitation Clause
- Liquidated Damages Clause
- Inadequacy of Damages Clause
- Plastic Packaging Tax: Sale of Goods Price Clause
- ESG (Environmental, Social and Governance) and Legal Compliance Clause
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Frequently Asked Questions
I am drafting or tidying up a commercial contract. What are boilerplate clauses and do they matter?
Boilerplate is the set of standard clauses at the back of most contracts, covering notices, entire agreement, governing law, assignment, force majeure, severance and third party rights. They look routine but decide how the contract is interpreted, changed, enforced and ended, so they matter a great deal when something goes wrong. This subfolder provides these standard clauses, based on quality precedent, to complete or strengthen a contract.
Can I stop someone who is not a party to my contract from relying on it?
Yes, and you usually should. Under the Contracts (Rights of Third Parties) Act 1999 a person who is not a party can enforce a term meant to benefit them, unless the contract excludes that right. Most commercial contracts include a clause switching off the Act, so enforcement stays between the parties. The standard clauses here include a third party rights clause so you make that choice deliberately.
What does an entire agreement clause actually do?
It states that the written contract is the whole of what was agreed, so earlier statements, emails and drafts do not form part of it. That helps stop a party later claiming a side promise is binding. It does not, on its own, exclude liability for misrepresentation, which needs separate wording. Use the entire agreement clause from this subfolder with that limit in mind.
Which law and courts should govern my contract, and where do I say so?
Set it out in a governing law and jurisdiction clause: name the law that applies, for example the law of England and Wales, and the courts that will decide any dispute. Without it there can be costly argument over which country's law and courts apply, especially in cross-border deals. The standard clauses here include governing law and jurisdiction wording you can drop straight in.
If one clause in my contract turns out to be invalid, does the whole contract fall?
Not necessarily, and a severance clause can help. Severance says that if a clause is found void or unenforceable, it is struck out and the rest of the contract continues. Without it, an invalid clause can cast doubt over the remainder. Even with one, a court applies its own test: it will only delete words if nothing needs to be added or changed in what is left, and the deletion makes no major change to the overall effect of what was agreed. This subfolder's Miscellaneous Clause includes severance wording to help keep the rest of the agreement standing if one part fails, which is particularly useful alongside restrictive covenants: a court can delete words from a covenant that goes too far, but will not rewrite it.