The role of boilerplate
The role of boilerplate

The following Commercial guidance note provides comprehensive and up to date legal information covering:

  • The role of boilerplate
  • What is boilerplate?
  • Common boilerplate clauses
  • Drafting and reviewing boilerplate

Lawyers work on a huge variety of transactions, but all of them will in some way involve written agreements. All of those agreements should contain some boilerplate clauses.

What is boilerplate?

‘Boilerplate’ is the term used to describe the clauses that are included in an agreement to deal with the mechanics of how it works and those legal points that are relevant to most transactions. They are generally found at the beginning and the end of an agreement.

Boilerplate clauses are often thought of as standard, miscellaneous provisions, but this is a very dangerous view to adopt. As a boilerplate clause will deal with issues such as the interpretation, validity and enforcement of an agreement, it can have a significant impact on the other clauses in an agreement and on an agreement as a whole. It is important that any such impact is intentional and not the result of a boilerplate clause being included in an agreement with little thought. It is not unusual for a boilerplate clause to be the cause of litigation.

Common boilerplate clauses

The boilerplate clauses that most commonly appear in agreements are:

  1. Parties clause

  2. Background clause

  3. Definitions and interpretation clause

  4. Set-off clause

  5. Confidentiality clause—mutual

  6. Announcements clause

  7. Assignment clause

  8. Costs and expenses clause

  9. Rig