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

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 Wednesday, April 1, 2020

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will guide business counsel in 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 others, 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 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.



  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


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?


Bistrow, Mikel
Mikel R. Bistrow

Partner Of Counsel
Dinsmore & Shohl

Ms. Bistrow is a member of the firm’s Corporate & Transactional Department with a vast practice that includes...  |  Read More

Weise, Steven
Steven O. Weise

Proskauer Rose

Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those...  |  Read More

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