“Boilerplate provision” is the term used it refer to specific standard clauses that usually appear at the end of a contract.
And these boilerplate provision cover the mechanics of how the dispute between the contracting parties can resolve.
Such as who will pay the attorney’s fees, the proper venue for filing the lawsuit, and what law it governs in the event of the dispute.
And which boilerplate provisions include and drafted can significantly impact our rights and liabilities under the contract.
Suppose indemnification clause can draft as the cross indemnity where both parties indemnify each other.
And it can be the one-way indemnity where only one of the parties agrees to indemnify the other.
We don’t want to sign off on these provisions without reading them carefully because they can take significant consequences down the road if we end up in a dispute and lawsuit over the contract.
What are the Standard Boilerplate Provisions in Contracts?
- Here are some standard boilerplate provisions and what they generally cover. These provisions vary significantly. However, it depends on the specific language used and items addressed in the clause.
1. Choice of Law
- The selection of law provision determines which state’s legal rules it applied in the lawsuit’s event.
- The jurisdiction clause determines where (in which state and county) the lawsuit needs.
- With the indemnification, both parties agree that they cover the costs of certain disputes related to the contract brought by third parties (that person who is not parties to the agreement).
- These are promises and assurances made by either and both parties regarding various contract obligations.
- It guarantees that either or both parties will not disclose certain information.
- It affects one or both parties’ ability to sell and transfer the rights under the agreement to another party.
- It permits the parties to forego and give up the right to sue for breach of the agreement’s particular provision without giving up any future claims regarding the same condition.
8. Limitations on damages
- It sets the cap and otherwise limits the types of damages awarded to either party in a contract dispute.
9. Force majeure
- It clause establishes that agreement can suspend unforeseen disasters. such as earthquakes, hurricanes, floods, etc.
10. Attorneys’ fees and the costs
- The parties agree on how and when the attorney’s fees and costs compensate in legal disputes and lawsuits.
11. The Arbitration
- The parties agree it resolve any disputes under the contract through arbitration proceedings, not in the lawsuit.
12. Jury trial waiver
- The parties agree to give up the jury trial’s right and take the case heard by the judge if the dispute is in court.
- Its permits the court to sever (take out) the invalid provision and keep the rest of the agreement intact.
- They provide that attachments and exhibits must include as part of the agreement.
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