The role of boilerplate

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

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

The role of boilerplate

This Practice Note discusses the role and importance of the boilerplate clauses in an agreement. It identifies the boilerplate clauses that most commonly appear in agreements relating to transactions and examines the approach that should be taken when reviewing or drafting an agreement containing boilerplate clauses.

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?

There is no standard definition of what a ‘boilerplate’ clause is. Boilerplate clauses are often thought of as standard, miscellaneous provisions. They are commonly agreed with little or no consideration or negotiation, but this is a dangerous approach to adopt. It is more accurate to understand ‘boilerplate’ as a 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.

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. Consider boilerplate clauses carefully to ensure that any such impact is intentional and not the result of

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