A-Z Guide to Boilerplate and Commercial Clauses

Anderson, Mark, Victor Warner

"A lot of people when drafting an agreement will concentrate on the core commercial terms, rather than the boilerplate clauses. Some see the word "boilerplate" as referring to "unimportant" contract terms. This is very dangerous as a failure to consider all the provisions of a commercial agreement can have serious consequences. Often these consequences will come when it is too late to do anything about the contract terms, ie after the agreement is signed. A boilerplate clause sometimes deals with important operational issues such as the law of the contract or how notices may be sent. On other occasions, the clause deals with commercial issues that may not seem important, until a problem arises. For example, a force majeure clause only becomes significant if a party cannot perform its obligation due to circumstances beyond their control with such circumstances arising rarely, but when...