Lecture on Boilerplate Provisions in Contracts

Introduction

• Boilerplate Provisions: Also known as General Provisions, often appear in professionally drafted contracts.
• Origin: The term "boilerplate" comes from the printing industry, referring to strong, reusable plates made of boiler-grade steel.
• Purpose: Standardized terms that parties typically accept without changes.

Importance and Flexibility

• Despite being standardized, these provisions can and should be modified to suit specific deals.
• Best practice is to source these provisions from reliable documents such as precedent contracts or legal form books.
• Consulting a lawyer can be beneficial to tailor the provisions to the specific needs of a contract.

Best Practices for Using General Provisions

1. Source Reliability: Ensure the source of the provisions is trustworthy.
2. Relevance: Not all provisions suit every contract; understand their implications before inclusion.
3. Adaptability: Modify language to ensure it fits the specific contract.

Common Types of General Provisions

• Choice of Law: Specifies which jurisdiction's law governs the contract.
• Choice of Forum: Determines where any legal proceedings will take place.
• Dispute Resolution: Terms for mediation or arbitration.
• Merger Clause: Asserts that the written agreement is the complete and final contract.
• Amendment Provision: States how the contract can be amended, usually requiring written changes.
• Anti-Waiver Provisions: Prevents loss of rights due to inaction.
• Jury Trial Waiver: Parties agree to resolve disputes without a jury.
• Notice Provisions: Specifies how notices should be delivered and to whom.
• Severability Clause: Ensures the contract remains in effect even if part of it is unenforceable.
• Multiple Counterparts: Allows the contract to be signed in separate documents.
• Successors and Assigns: Addresses the rights of future parties involved with the contract.
• Anti-Assignment and Anti-Delegation: Restricts transfer of rights or obligations.

Detailed Examples of Provisions

• Anti-Assignment/Delegation Clause: Prohibits parties from transferring contractual rights/obligations.
• Choice of Law Provision: Ensures clarity on the applicable law, avoiding conflicts of law.
• Severability Provision: Protects the contract's enforceability if part is invalid.
• Merger Clause: Prevents external negotiations from altering the contract.
• Counterparts and Amendments Provisions: Ensures flexibility in contract execution and modifications.
• Notice Provision: Detailed methods and requirements for delivering notices.

Key Takeaways

• Boilerplate provisions are crucial for controlling the legal relationship in a contract.
• Modify provisions to suit the specific needs of each contract.
• Avoid blindly copying provisions, as it may result in unintended consequences.

These notes summarize key aspects of boilerplate provisions in contracts, emphasizing their importance, adaptability, and common practices for effective usage.