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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 video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, July 11, 2023

Recorded event now available

or call 1-800-926-7926

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 to the unique circumstances of a business transaction, such as choice of forum, choice of law, contract assignment, and dispute resolution.


Boilerplate clauses are standard provisions included near the end of most corporate and commercial agreements. They may have, among others, provisions for 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 pasted from one contract to another without much thought about the potential effect 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 parties' contractual intent and cause significant losses. Best practices necessitate negotiating and drafting such clauses and 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?


Kuemmerlein, Marc
Marc L. Kuemmerlein

Of Counsel
Kutak Rock

For more than 30 years, Mr. Kuemmerlein has served as legal executive and general counsel to companies in diverse...  |  Read More

Skinner, Darren
Darren Skinner

Arnold & Porter

Mr. Skinner focuses his practice on corporate and securities matters. He has represented private and sovereign clients...  |  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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