Key Takeaways

  • A boilerplate clause is a standard provision included in most commercial contracts to clarify legal rights, allocate risks, and govern how the agreement is interpreted and enforced.
  • These clauses often appear at the end of a contract but are legally significant, affecting dispute resolution, enforcement, and contract modification.
  • Common boilerplate clauses include assignment, integration, force majeure, confidentiality, amendment, and severability.
  • Other crucial clauses—like entire agreement, non-reliance, oral modification, waiver, and governing law—can significantly shape the parties’ rights and obligations if disputes arise.
  • Properly drafted boilerplate clauses ensure contracts are enforceable, minimize litigation risk, and clearly define how unforeseen events or changes are handled.
  • Parties should review and negotiate these provisions carefully rather than treating them as standard “boilerplate” text.

Boilerplate Clauses in Commercial Contracts

Boilerplate clauses in commercial contracts are standard clauses that are usually found in all commercial agreements. Such commercial contracts can be either simple or very complex in language. Regardless of how detailed the contract is, however, there are various boilerplate clauses that can be used in commercial agreements, which are included to protect the interests of both parties involved in the contract.

What Is a Boilerplate Clause?

The clause itself usually doesn’t fit in with the overall information included in the contract. It’s generally a miscellaneous section that will include general information, such as what happens in the event of a legal dispute, how attorney’s fees will be paid, where the venue will be if a lawsuit does arise, etc. Such information is included at the very end of the contract. While it isn’t mentioned until the end of the agreement, it is one of the most important clauses that most people don’t pay much attention to.

Why Boilerplate Clauses Matter More Than You Think

While many businesses gloss over boilerplate clauses as “standard” language, they are often the most litigated parts of a commercial contract. These provisions shape how disputes are resolved, determine the extent of liability, and control how the agreement may evolve over time. A poorly drafted boilerplate clause can leave one party exposed to unforeseen legal risks or weaken their position in court.

Boilerplate clauses also provide certainty and predictability by clarifying procedural matters, such as how notices must be served, whether the contract can be assigned, or which jurisdiction’s laws apply. For example, a governing law clause can drastically affect the interpretation of terms, while a waiver clause can influence whether rights are inadvertently surrendered. Because of their far-reaching consequences, these clauses should be carefully negotiated and tailored to the specific transaction rather than treated as generic text.

Types of Boilerplate Clauses

There are several types of boilerplate clauses that a party can add to the contract, including but not limited to:

  1. Assignment clause
  2. Integration clause
  3. Force majeure clause
  4. Confidentiality clause
  5. Amendment clause
  6. Severance clause

Assignment Clause

This clause will specifically indicate that the terms under the contract cannot be assigned to another party. It will first indicate that the parties warrant to one another that they haven’t assigned any rights or duties under the contract to a third party. It will then go on to indicate that the clause restricts the ability of either party to subcontract their duties under the contract. For example, a lease contract might provide that the leasee cannot sublet his or her apartment to a third party, even if that third party agrees to submit a monthly lease payment to the landlord.

Integration Clause

The purpose of this clause is to simply integrate all other statements, representations, and agreements into the contract, which will be the final legally binding agreement. For example, if the landlord promised you orally that he would fix the broken window, but the lease contract itself doesn’t provide such information, then the integration clause will protect the landlord. Therefore, the landlord need not actually repair the broken window.

Force Majeure Clause

Force majeure, also referred to as an act of God, is a clause that indicates the contract can’t be performed due to an unforeseen set of circumstances, which could include a weather-related event. For example, if a home builder enters into an agreement with a home buyer to build a new home on that owner’s land, then the home-building business should include this clause. If a hurricane, flood, tornado, or some other unforeseen weather-related event occurs, the home-building business cannot continue building the home during that time. Therefore, the builders cannot be sued for breach of contract, as this clause protects them.

Confidentiality Clause

This is a common clause that is included in a lot of commercial contracts, particularly if one party if providing confidential information to another party. Such an example is where one party provides trade secret information to another party, expecting that the other party will not disclose such information that it becomes aware of.

Amendment Clause

This clause will indicate that the contract can only be amended upon entering into another written contract that is signed by both parties. While this clause isn’t required in a contract, it could be beneficial, particularly for a construction project wherein the project and scope of the work aren’t concrete. Therefore, if additional materials are required, more time is needed, or additional costs arise over the course of the construction project, both parties will be aware of the fact that any new terms and provisions must be in writing and signed by both parties.

Severance Clause

This is one of the most important boilerplate clauses in a commercial contract. The purpose of the severability clause is to indicate that if any provisions are deemed void or invalid, the entire contract is not also deemed unenforceable. Rather, only that term or provision will be removed from the overall contract.

Entire Agreement and Non-Reliance Clauses

An entire agreement clause (also known as an “integration clause”) states that the written contract represents the complete and final agreement between the parties. This provision ensures that any prior negotiations, drafts, or oral discussions not included in the contract have no legal effect. It reduces the risk of one party later claiming that additional terms were agreed upon outside the written document.

Closely related is the non-reliance clause, which clarifies that neither party has relied on any representations or promises not expressly set out in the contract. This is particularly important in complex commercial transactions where extensive pre-contractual discussions occur. By including a non-reliance clause, parties can significantly limit potential misrepresentation claims.

Oral Modification and No-Variation Clauses

A common risk in long-term commercial relationships is the informal amendment of contracts through verbal agreements or casual emails. An oral modification clause—sometimes called a no-variation clause—prevents this by requiring that any changes to the contract be made in writing and signed by both parties. Courts often uphold such clauses, protecting parties from claims based on informal promises or misunderstandings.

However, parties should ensure their internal procedures support this requirement. For example, if employees regularly negotiate changes by email without formal signatures, the clause may be ineffective in practice.

Waiver Clauses

A waiver clause sets out how and when a party may waive its contractual rights. Without this provision, a party’s failure to enforce a term (for example, by tolerating a breach) might be interpreted as waiving their right to enforce it later. A well-drafted waiver clause prevents such unintended waivers by requiring any waiver to be explicit and in writing.

For example, if a supplier repeatedly accepts late payments without objection, a waiver clause ensures this does not prevent them from enforcing strict payment terms in the future.

Governing Law and Jurisdiction Clauses\

These clauses determine which legal system governs the contract and where disputes will be resolved. A governing law clause reduces uncertainty by ensuring both parties understand the legal framework that will apply if a dispute arises. A jurisdiction clause, meanwhile, specifies the courts or arbitration body that will hear the case.

Including these provisions is especially important in cross-border contracts. Selecting a predictable, neutral jurisdiction can reduce litigation risks and costs. Parties should also consider whether to include an exclusive jurisdiction clause (requiring disputes to be heard only in the specified forum) or a non-exclusive clause (allowing cases in multiple forums).

Practical Drafting Tips for Boilerplate Clauses

  • Tailor to the transaction: Avoid copying boilerplate clauses from previous contracts without modification. Each deal’s risk profile, governing law, and industry context should influence how clauses are worded.
  • Ensure consistency: Boilerplate provisions should not conflict with substantive terms elsewhere in the agreement.
  • Consider enforceability: Courts scrutinize certain clauses (like non-reliance or waiver) closely. Draft them clearly and ensure they comply with local contract law.
  • Review regularly: As laws and business practices evolve, review and update boilerplate language in standard contracts.
  • Train staff: Ensure employees understand the implications of boilerplate clauses and avoid actions (like informal amendments) that might undermine them.

Frequently Asked Questions

  1. What is a boilerplate clause in a contract?
    A boilerplate clause is a standard contractual provision that governs procedural or legal issues, such as jurisdiction, assignment, or dispute resolution.
  2. Are boilerplate clauses legally binding?
    Yes. Even though they often appear at the end of a contract, boilerplate clauses are legally enforceable and can significantly affect rights and obligations.
  3. Can boilerplate clauses be negotiated?
    Absolutely. Although standard, they should be reviewed and negotiated like any other term to reflect the parties’ intentions and risk allocation.
  4. What happens if a contract lacks a boilerplate clause?
    Without key boilerplate clauses, disputes over jurisdiction, amendments, or reliance on pre-contractual statements may become more complex and uncertain.
  5. Should I seek legal help when drafting boilerplate clauses?
    Yes. Because these clauses can have far-reaching consequences, consulting a contract attorney is advisable—especially for complex or cross-border agreements.

If you need help learning about boilerplate clauses in a commercial contract, or if you need assistance drafting contractual language regarding such boilerplate clauses, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law, and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.