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
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.
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.
- Common boilerplate clauses
- Choice of forum
- Choice of law
- Multiple agreements
- Limitation of damages/liquidated damages
- No third-party beneficiaries
- Jury waiver
- Force majeure
- Pitfalls of cutting and pasting provisions
- Practical application of boilerplate clauses
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?
Timothy Murray, Partner
Murray Hogue & Lannis,
Mr. Murray represents numerous businesses and individuals in all manner of contract transactional matters and disputes. He co-authors with Dr. John E. Murray, Jr., the biannual supplements to the landmark contract law treatise Corbin on Contracts. He and Dr. Murray have collaborated on the book for contract law practitioners published by PBI Press, Contract Law for the 21st Century Lawyer: Critical Analysis and Practical Application. He is updating numerous chapters in Lexis' landmark formbook series, Rabkin & Johnson Current Legal Forms.
Steven M. Richman, Member
Mr. Richman practices in the areas of domestic and international commercial law, including distributorships, intellectual property, agency, art and photography law, professional responsibility and contracts. He is chair of the New Jersey State Bar Association's International Law Committee. Within the American Bar Association, Steven is incoming vice-chair of the ABA's Section of International Law and chairs the IBA's Multidisciplinary Practice Committe. He is a frequent CLE lecturer both in this country and around the world.
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I liked the concise and clear presentation of the subject matter.
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I thought the content covered in the webinar was very helpful.
Hinckley, Allen & Snyder
The presentation was perfect - not too technical or legal. Keep up the good work!!
The seminar was very informative and detailed, and I enjoyed the different perspectives of the speakers.
Business Contracts and Franchise Advisory Board
Bowman and Brooke
Davis Wright Tremaine
Chief Legal Officer
Coverall North America
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