Standard boilerplate language is common in contracts. The term “boilerplate” is slang for a routine provision used in forms, contracts, and/or legal proceedings. The term originated from a historical way of printing. These boilerplate provisions are often stored on the computer or an external hard drive and can be easily utilized when needed. Boilerplate forms typically have standard language to protect the provider, though some of it may not apply in every situation.

Boilerplate Provisions in Contracts

Boilerplate provisions often have very little in common with one another and do not necessarily fit anywhere in the contract. This means they are often placed at the end of the contract, usually under a heading like “General,” “Standard,” or “Miscellaneous.” The boilerplate is standard legal language, often referred to as the fine print, and it is used by a variety of companies, such as:

  • Insurance companies
  • Service providers
  • Banks
  • Landlords
  • Vendors

Boilerplate provisions are usually printed on the backs of contracts, insurance agreements, loan documents, receipts, invoices, and more. They are drawn from the lengthy legal experience of large firms, and they usually cannot be negotiated by either the client or the customer. Even though they are buried in the back or end of an agreement, they are very important. Boilerplate provisions can affect how disputes are handled and how the courts interpret the agreement.

Businesses often used boilerplate provisions to protect their company, and clients or customers often sign these without even reading them, let alone understanding them. This type of boilerplate is written by someone with superior bargaining power and then presented to the weaker party. They are known as adhesion contracts, and courts can set them aside if they find them unconscionable.

Think about a contract that lacks a provision on awarding attorney's fees to the winner of a dispute. If there is a breach of contract, you may have significant difficulty finding an attorney who is willing to represent you.

History of the Term Boilerplate

A boilerplate is a 19th-century term used to reference a steel plate used as a template in constructing steam boilers. The term migrated to the legal industry around 1954. A Bedford Gazette article criticized boilerplates because of their tendency to include fine print that was specifically drafted to waive or modify established legal provisions.

Today, the term boilerplate is used in a wide variety of settings to refer to a standardized form, provision, procedure, or method. You might even hear it referenced in computer programming scenarios. A programmer may talk about using boilerplate code because programs can require billions of lines of code, and it's nearly impossible to write a program completely from scratch.

Commonly Used Boilerplate Provisions

There are some standard boilerplate provisions that are commonly used across a variety of contracts:

  • Arbitration clause — Any disputes to do with the contract have to be resolved through arbitration rather than a lawsuit.
  • Choice of law — A choice of law provision will determine which state's laws apply during a dispute.
  • Costs and attorneys' fees — The losing party in a dispute is responsible for the winning party's legal costs and fees.
  • Waiver — A waiver gives the parties the ability to forego their right to sue for breaching a specific provision in the agreement without foregoing any rights to future claims that relate to the same provision.
  • Jurisdiction — During a dispute, this clause will determine where the lawsuit must be filed. This can be as specific as what state and county.
  • Indemnity — One party agrees to cover costs of specified disputes that are brought by parties who are not part of the original agreement.
  • Warranties — Warranties are assurances or promises that are made by each of the contract's parties.
  • Confidentiality — This is a guarantee that the parties won't disclose confidential information.
  • Severability — This is where a judge removes an invalid contract provision, but the remainder of the agreement is left intact.
  • Force Majeure — Known as “Acts of God.” A Force Majeure clause is one that allows parties to waive the agreement under certain circumstances like hurricanes, floods, and earthquakes.
  • Limitations on damages — For contract disputes, this is a cap on the types of recoverable damages.
  • Jury trial waivers — This provision allows for the parties to have a dispute heard by a judge rather than a jury trial.

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