Boilerplate Clauses Review Part 2

Standard contract clauses exist as standalone templates, designed for insertion into a new or existing document. Such clauses can be particularly useful and can save considerable time, particularly when adding standard provisions which contain few variables.

Most of these clauses are commonly referred to as “boilerplate clauses”, and many of them are based on clauses extensively applied to the current range of document templates. Boilerplate clauses are often found grouped together and are generally quite standardised. They do not form part of the substance of a contract insofar as it relates to the specifics of the agreed transaction, but they are nonetheless important for structure, protection, and to set out procedures to follow with respect to events which relate to or arise out of the agreement.

While generally standard, it is important to note that not all boilerplate clauses will work in all situations. Even within a standard clause, there will often be elements that need to be tailored to work with the remainder of the contract. When using any standard clauses, whether drafting from scratch or amending an existing document, great care should be taken to ensure that all provisions are compatible with one another and do not conflict.

Updates and Additions to the Range

Following a review, clauses have been re-formatted for improved technical compatibility with other templates and many have been amended or re-drafted entirely either to bring them into line with their counterparts in other full-size documents or to broaden their applicability. Certain clauses have also been split into two or have had provisions re-assigned to other clauses in order to make them easier to use, more logical, and more focused.

A number of new clauses have also been added. Some of these arise out of the review, where provisions have been separated from their original document to create new standalone clauses. Other new clauses added throughout the review include:

• a new non-solicitation clause designed to prevent the poaching of staff and customers
• a range of dispute resolution clauses covering ADR, expert determination, and mediation
• clauses dealing with rights and remedies, liquidated damages, and inadequacy of damages