When reviewing a contract, many people will focus on the commercial terms such as the duration of the agreement, the scope of the work and the payment, and they skip over the generic looking clauses towards the end of the agreement. Those clauses are known as “Boilerplate” clauses and they tend to deal with mechanical rather than commercial issues, such as how the contract should be interpreted. The word “Boilerplate” originates from the steel printing presses used in the 1900s and brings to mind an image of clauses which are so immoveable that they are impressed onto metal. However, it would be a mistake to assume that as they vary quite widely and could be of crucial importance when a problem with the agreement arises.

This resource goes through Boilerplate clauses that you may see in a typical commissioning agreement for illustration:

Confidentiality

Assignment

Waiver

Force Majeure

Entire Agreement Clause

Further Assurance

Variation

Notices

Right of third parties

Governing Law and Jurisdiction

This information is provided for information purposes only and has been prepared by Howard Kennedy LLP. It does not, and is not intended to, amount to legal advice. You must obtain advice from a lawyer on the specific circumstances of your matter rather than rely on the information contained above. Neither The AOI nor Howard Kennedy LLP accepts any responsibility for your reliance or use of the information in this article. Dated: 17 July 2017.