Key Takeaways

  • Boilerplate provisions define critical legal terms that affect enforcement, liability, and dispute resolution.
  • Common clauses include choice of law, indemnification, force majeure, confidentiality, and severability.
  • These clauses can determine where lawsuits are filed, who pays legal costs, and what law governs disputes.
  • Boilerplate language is negotiable and should be tailored to fit the contract’s context.
  • Poorly drafted or omitted provisions can create significant risks in enforcement or litigation.

Boilerplate provisions in contracts are important components in any agreement. The term boilerplate refers to standard language in contracts. In essence, it is text that can be reused in a new context or application without being wholly changed from the original text. With that, detailed drafters need to ensure that the provisions will not undercut agreements or lead to abrupt consequences.

Although boilerplate provisions could be lumped in together, the provisions have little similarities with the other, only that they do not fit anywhere in the agreement itself. Further, the provisions are meant to sum up the understanding between all parties, after everyone has agreed to the primary contract terms.

Note: Boilerplate provisions should be included at the end of the contract.

For instance, the provisions could be included in the following sections:

  • Standard
  • Miscellaneous
  • General

Many feel that such provisions are not important because they are included at the end of the agreement, and many do not pay attention to or read to the text. However, such provisions are vital because they pertain to your legal rights in the same manner as other contract provisions. In addition, they determine how potential disputes could be resolved and how courts enforce the contract in the event of legal wrangling.

Boilerplate ramifications are mostly noticed when it’s not included in a contract. For example, contracts that do not include a provision that awards attorney fees to winners of a dispute are problematic because it can be hard to find a lawyer that will accept the case. This is because such wording was not included, even though a party is in breach of the contract.

Importance of Boilerplate Provisions

The primary aim of boilerplate provisions is to save drafters and parties the trouble and time with language that’s commonly understood and used. Moreover, the provisions enforce your rights within the contract and may either deduct or establish vital rights. The language is meant to save additional time by regarding common meanings, but it is worth noting that the impact and meaning of such provisions are vital to the contract itself.

Even though boilerplate terms are standard, they can still be tailored according to contract requirements. Each clause of the contract must be negotiated, including the boilerplate provisions. With that, not every single boilerplate provision needs to be in the contract. You should include important provisions, and you can determine the important provisions according to the transaction type outlined in the contract.

Boilerplate provisions should include:

  • Rules on Agreement Interpretation
  • Rules Governing the Subject Matter of the Contract
  • Contingencies if a Court Deems Certain Provisions Invalid
  • If Third Parties would Benefit from the Agreement

Common Boilerplate Provisions Explained

Boilerplate provisions may appear standard, but they carry real legal weight. The following are among the most frequently used and most important clauses to review before signing:

  • Choice of Law: Specifies which state’s or country’s laws govern the contract, ensuring clarity on which legal rules apply in a dispute.
  • Jurisdiction and Venue: Defines where disputes will be resolved—such as a specific state court or arbitration venue—to prevent forum shopping.
  • Indemnification: Protects one or both parties by requiring reimbursement for losses or legal claims arising from the agreement.
  • Force Majeure: Excuses performance obligations when unforeseen events like natural disasters, pandemics, or government shutdowns occur.
  • Severability: Ensures that if one clause is found invalid, the remainder of the agreement still stands.
  • Integration (Entire Agreement): States that the written contract represents the full and final agreement, superseding all prior discussions or drafts.
  • Assignment: Restricts or allows transfer of rights and obligations to another party.
  • Confidentiality: Protects sensitive or proprietary information from disclosure.
  • Waiver: Allows a party to intentionally give up a contractual right without forfeiting the rest of the agreement.
  • Limitation of Liability: Caps damages or excludes certain types of losses in case of breach or negligence.

Each clause may be adapted to the business context and negotiated to avoid favoring one side disproportionately.

Legal Conflicts

If a legal dispute occurs, losing parties must pay attorney fees. Shifting fees is a popular way to deter further litigation in the future. Parties tend to find other avenues of settling legal disputes if they must pay attorney costs and fees.

However, an agreement clause mandates that the contract is complete and final, preventing claims that certain provisions or terms were not included in the contract. This may include such things as:

  • Emails
  • Oral Statements
  • Memoranda
  • Other Documents

Choice of Law and Jurisdiction Clauses

Choice of law and jurisdiction clauses are crucial in multi-state or international agreements. These provisions dictate which laws apply and where any legal proceedings must occur. Without clear language, parties risk litigating in unexpected forums with unfamiliar laws.

For example, a business in Massachusetts contracting with a company in California should specify whether Massachusetts law or California law governs, and whether disputes must be resolved in a particular court or through arbitration. Including these provisions avoids costly jurisdictional disputes and legal uncertainty.

Arbitration Agreement

Counsel should ensure that all terms are included in the agreement due to the fact that terms located outside of the agreement will not be enforceable. In addition, counsel needs to include statements that neither party relied on a representation or pre-contract statement.

Conflicts should be resolved via arbitration guidelines and not in the courtroom. Further, arbitration boilerplate provisions should assign binding agreements that include:

  • Binding Terms of Arbitration
  • Arbitrator Name
  • Rules and Guidelines
  • Location of Arbitration

The great thing is that parties can tailor arbitration provisions to everyone’s liking and can establish a world in which conflicts are settled with no need for legal proceedings.

Arbitration Ideas

In addition, arbitration can come in many forms and variables. Such variables can be:

  • Administrator choices in the form of a commercial administrator, or lack thereof
  • Arbitrator numbers (including fields of expertise, and why they were chosen)
  • Fee Shifting Agreements
  • Matters to be Discussed
  • Trial Limitations
  • Awards and Award Formats
  • Award Confirmations

Negotiating and Customizing Boilerplate Language

While boilerplate provisions are often treated as “standard,” they are not automatically fair or one-size-fits-all. Businesses should negotiate and customize them to align with their interests. For instance:

  • Tailor indemnification clauses to balance risk based on each party’s role.
  • Adjust force majeure language to reflect modern risks such as cybersecurity events or pandemics.
  • Limit or expand arbitration rules depending on whether privacy or enforceability is a priority.
  • Review limitation of liability clauses to avoid hidden restrictions that could undermine recovery in a dispute.

Contracting parties should periodically review these provisions with legal counsel to ensure they reflect current laws and business realities. UpCounsel’s marketplace allows businesses to connect with experienced attorneys who can draft and negotiate boilerplate terms tailored to their needs.

Additional Boilerplate Clauses to Consider

Beyond arbitration, several lesser-known boilerplate provisions play a vital role in ensuring smooth contract performance and enforcement:

  • Notices Clause: Outlines how official communications—such as termination or breach notices—must be delivered (e.g., by email, certified mail, or courier).
  • Counterparts Clause: Allows the contract to be executed in multiple copies, each treated as an original.
  • Headings Clause: States that section headings are for convenience and do not affect interpretation.
  • Relationship Clause: Clarifies that the parties are independent entities and not partners, joint venturers, or employer–employee.
  • Amendment Clause: Specifies that any changes to the agreement must be in writing and signed by both parties.
  • Attorney’s Fees Clause: Determines who bears the legal costs if a dispute leads to litigation or arbitration.

Including these clauses helps minimize confusion and costly disputes by establishing clear administrative and procedural rules for contract enforcement.

Frequently Asked Questions

1. What are boilerplate provisions in a contract? They are standard clauses, usually at the end of an agreement, that address administrative, legal, and procedural details such as dispute resolution, governing law, and liability limits.

2. Are boilerplate provisions legally binding? Yes. Even though they are standard, courts enforce them as part of the contract’s terms unless they conflict with public policy or statutory law.

3. Can boilerplate provisions be negotiated? Absolutely. Despite their “standard” label, most boilerplate clauses can be tailored to fit the specific transaction and risk tolerance of each party.

4. What happens if a contract omits certain boilerplate clauses? The absence of key clauses—such as attorney’s fees, choice of law, or severability—can create uncertainty and higher litigation risks if disputes arise.

5. Why are arbitration and jurisdiction clauses important? They prevent disputes over where or how to resolve legal conflicts, saving time and resources by setting clear rules in advance.

For more information on boilerplate provisions in contracts, submit your legal inquiry to our UpCounsel marketplace. UpCounsel attorneys will give you the guidance you need in establishing a solid contract that all parties can agree to and understand. Further, our attorneys will help you include key boilerplate provisions to prevent potential legal disputes in the future.