Boilerplate Contract

A boilerplate contract is needed for any contract to be solid. It consists of legal jargon that enforces certain aspects of a contract so that all parties remain protected.

What Is a Boilerplate?

A boilerplate describes a set of unchanging language that is used on legal documents. It has a fixed and unwavering meaning in the same way that words have not been created individually to describe a legal issue.

What Are Boilerplate Provisions in Contracts?

A boilerplate provision or clause is situated toward the end of a contract. It is also referred to as miscellaneous provisions. There are typically set boilerplate headings, but the information can differ drastically.

Costs/Attorney’s Fees

The cost and attorney’s fees provision provide a way to move fees from one party in a contract to multiple parties. The costs can get significant during any type of dispute. It is crucial that everyone involved is aware who will be responsible for these fees should arbitration occur.

Arbitration

Arbitration boilerplate terms refer to removing a dispute from court to a method of privately resolving the problem. This clause can waive the party’s right to a jury or bench trial. It is important to understand that arbitrations can be binding. This means that all involved in the arbitration must abide by the decision of the court. They can also be non-binding, which means that one or all parties may reject the decision of the arbitrator and move the issue to court. A binding arbitration is more popular than non-binding.

There are some advantages of arbitration:

  • It is quicker, easier, more effective, and has flexibility when it comes to scheduling.
  • It is a private proceeding and is less hostile in nature than if the dispute had taken place in front of a jury in court.

There are some disadvantages to arbitration:

  • Binding arbitrations cannot be changed or appealed.
  • There is not an automatic right to discovery, referring to the process in which all parties involved must disclose all information about their case to the other party.
  • The costs can be substantial, sometimes surpassing the cost of litigation.

Liquidated Damages

Liquidated damages clauses provide that a certain amount of money, determined ahead of time, be paid in damages should there be a failure to perform within the parameters of the contract. The amount of money should be the best estimate of money lost due to a breach from the parties involved. This information is disclosed at the signing of the contract.

To enforce this clause, the liquidated damages must meet the following specifications:

  • The damages are not hard to estimate.
  • The damages constitute a reasonable amount and not used as a penalty against one party.

Governing Law/Choice of Law

A Choice of Law or Governing Law provision provides that all parties in the contract must adhere to state law, which will be used to enforce the agreement, no matter which state one or both parties reside.

Typically, the state that is listed in the contract is reliant on where the activities pertaining to the contract will be carried out.

Jurisdiction or Venue/Forum Selection

This provision describes where the dispute will be dealt with should one be filed. Jurisdiction pertains to the location where a dispute is solved. The laws in the state where the contract is carried out will be used to judge the dispute.

Severability

Severability clauses let the court or arbitrator know that if any part of the agreement is not enforceable within the law, the remainder of the agreement should still remain enforceable. This prevents the court from deeming the entire contract unenforceable based on a single clause.

Assignment

Assignment clauses provide that you either allow or prevent a party from assigning that person’s rights in the contract to another person involved in the contract.

Force Majeure

Force majeure is translated as “greater or superior force.” A force majeure clause provides that the agreement will be halted in the event of a disaster. One cannot foresee when such occurrences can happen in the midst of a contract, leading to repercussions. Force majeure examples can include devastating weather events, a labor strike, or war. Because all parties can insert events in the contract that are not truly force majeure, these clauses can be difficult.

Entire Agreement/Merger Clause

This clause states that a contract is the total agreement among all parties involved. The entire agreement/merger clauses can also be added under the Announcements clause. It will prevent both sides from arguing the fact that oral or additional agreements can officially change the contract.

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