Boilerplate Clauses in Commercial Contracts: Avoiding Unintended Consequences and Implementing Practical Solutions

Navigating Common Pitfalls With Choice of Forum, Choice of Law, Force Majeure, Dispute Resolution, Assignment and Other Key Clauses

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, January 24, 2017

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to business counsel for identifying and avoiding the pitfalls of boilerplate contract clauses in commercial agreements. The panel will explain how to adapt standard contract provisions—such as choice of forum, choice of law, contract assignment and dispute resolution—to the unique circumstances of a business transaction.

Description

Boilerplate clauses are standard provisions included near the end of most corporate and commercial agreements. They may include, among other clauses, choice of forum, choice of law, force majeure, liquidated or limitations of damages, dispute resolution, assignment, notice, merger, and jury waiver.

Boilerplate provisions are often simply cut and paste from one contract to another without much thought about the potential impact of their use. However, these clauses conceal significant legal and business implications that can produce unwanted future results if not tailored to the specific circumstances of the transaction.

Automatically inserting a boilerplate provision into an agreement can unintentionally defeat the contractual intent of the parties and cause significant losses. Best practices necessitate negotiating and drafting such clauses, as well as others, in anticipation of future disputes.

Listen as our authoritative panel reviews standard boilerplate provisions and discusses best practices for avoiding pitfalls by drafting individualized clauses to suit the particular circumstances of the transaction.

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Outline

  1. Common boilerplate clauses
    1. Choice of forum
    2. Choice of law
    3. Merger
    4. Multiple agreements
    5. Arbitration
    6. Limitation of damages/liquidated damages
    7. No third-party beneficiaries
    8. Jury waiver
    9. Assignment
    10. Notice
    11. Waiver
    12. Force majeure
  2. Pitfalls of cutting and pasting provisions
  3. Practical application of boilerplate clauses

Benefits

The panel will review these and other key issues:

  • What strategies should attorneys consider when drafting boilerplate clauses?
  • Which boilerplate clauses present the most significant challenges for businesses and their counsel?
  • What pitfalls should attorneys watch out for when using boilerplate language?
  • How can boilerplate provisions result in unintended consequences?

Faculty

Timothy Murray
Timothy Murray

Partner
Murray Hogue & Lannis

Mr. Murray represents numerous businesses and individuals in all manner of contract transactional matters and...  |  Read More

Richman, Steven
Steven M. Richman

Member
Clark Hill

Mr. Richman practices in the areas of domestic and international commercial law, including distributorships,...  |  Read More

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