Boilerplate clauses

This subtopic focuses on boilerplate clauses in commercial business-to-business agreements. For information on commercial clauses more generally, see: Commercial clauses—overview.

For information on boilerplate in business-to-consumer contracts, see the section on ‘Consumer boilerplate’ below.

For information on boilerplate in public sector contracts, see the section on ‘Public sector boilerplate’ below.

The role of 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.

‘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. For further consideration of the role and importance of boilerplate clauses, see Practice Note: The role of boilerplate.

Boilerplate clauses are generally found at the beginning and the end of an agreement. Such clauses are often thought of as standard, miscellaneous provisions, but this is a very dangerous view to adopt. It is not unusual for a boilerplate clause to be the cause of litigation. Since a boilerplate clause

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Latest IP News

IP weekly highlights—18 December 2025

This week's edition of IP weekly highlights includes: a hand-picked summary of news analysis, updates and new content from the world of IP. These highlights focus on the key rights of copyright and associated rights, database rights, trade marks and passing off, designs, and patents as well as covering issues relating to confidential information, know-how R&D and IP disputes.

Execution of multi-party deeds

Banking & Finance analysis: The case of Macdonald Hotels alarmed lenders and their lawyers earlier in the year, with obiter comments suggesting that, for the ‘face value’ requirement to be met for a deed, all parties have to make it clear in the document that they intend it to be a deed, not just those executing as a deed. The City of London Law Society subsequently issued a note giving their opinion on the comments and how to meet the face value requirement. This News Analysis looks at where we have got to on this issue as 2025 draws to a close.

Passing off and genuine use—inconsistency overturns a factual finding (Athleta v SGD)

IP analysis: The Court of Appeal held that the judge’s finding that the appellant had no goodwill associated with one of its signs—‘the ATHLETA Dark Pinwheel’, was rationally insupportable having regard to his other findings. This was against a background of findings on a revocation for non-use challenge to a mark (labelled ‘the ATHLETA Combination Mark’) which failed because genuine use was shown and, when the judge below reviewed the evidence, he took use of the ATHLETA Dark Pinwheel to be use of the ATHLETA Combination Mark. The appellant had made over £1.1m in sales to John Lewis of Athleta-branded products and there was photographic evidence of the clothing in the stores, including conspicuous use of the ATHLETA Dark Pinwheel. However, when it came to goodwill, the judge found none associated with that sign. The Court of Appeal allowed the appeal against that finding. Written by Michael Smith, barrister at Three Stone Chambers.

Commission publishes first draft Code of Practice on AI content marking

The European Commission has published the first draft of the Code of Practice on marking and labelling of AI-generated content, designed to support compliance with Article 50 transparency obligations under the EU AI Act. The draft Code comprises two sections: rules for marking and detecting AI content applicable to providers of generative AI systems, and labelling requirements for deepfakes and AI-generated text on matters of public interest applicable to deployers of generative AI systems. The Commission will collect feedback on the first draft from participants and observers until 23 January 2026, with a second draft expected by mid-March 2026 and finalisation scheduled for June 2026. The transparency obligations for AI-generated content will become applicable on 2 August 2026. The Code serves as a voluntary tool to demonstrate compliance with obligations requiring providers to mark AI-generated content in machine-readable format and deployers to clearly label deepfakes and AI-text publications on matters of public interest.