Some clauses are so similar from one contract to another that they have a name: boilerplate. The term originated in the newspaper industry and described steel plates used to stamp text that wouldn’t need to be changed. Today, it refers to standard or general clauses that are reused in many contracts without extensive edits. Our Chicago business lawyers have helped clients draft, review, and negotiate a wide assortment of these boilerplate contract clauses, such as:
- Alternative dispute resolution: In a perfect world, everything would go according to plan. However, in the real world, disputes do happen. A dispute resolution clause indicates how those disputes will be resolved and may specify the preferred method.
- Assignment: This clause stipulates whether parties in the contract can transfer their rights or obligations to third parties.
- Indemnification: This clause contractually obligates one party to compensate another for losses or damages. Also known as a hold harmless agreement, it is meant to protect one party from liability.
- Force majeure: French for “superior force,” a force majeure clause frees the parties from their contractual obligations if an extraordinary event such as a flood or a war makes the performance of the contract unrealistic or impossible.
- Merger: Also called integration or “entire agreement,” a merger clause declares that the terms of the contract are the complete and final agreement between the parties. That way, the contract will negate and supersede any prior agreements that were made.
Boilerplate clauses are often overlooked. Typically included at the end of a contract under headings such as “miscellaneous” or “general,” boilerplate clauses can seem insignificant. However, they can have major impacts on your business operations, so you should draft and review them diligently. It is highly beneficial to consult a skilled business lawyer for assistance.
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