The Hidden Risks of Boilerplate Clauses in Healthcare Contracts: Avoiding Unintended Consequences and Implementing Practical Solutions

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

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Conducted on Thursday, May 28, 2020

Recorded event now available

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Course Materials

This CLE course will guide healthcare counsel using boilerplate provisions in healthcare contracts. The panel will discuss identifying and avoiding the pitfalls of boilerplate contract clauses in these agreements. The panel will also provide insight into structuring individualized language to fit the circumstances of the transaction.

Description

Boilerplate provisions are trivialized by some and overlooked by many. However, they have the potential to significantly impact the transaction. 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. For example, boilerplate provisions may include a statement that remedies are cumulative. This may contradict remedy provisions that were hotly contested and painstakingly negotiated as part of the agreement's indemnification section.

Best practices call for negotiating and drafting such clauses, as well as others, in anticipation of future disputes.

Listen as our authoritative panel of healthcare attorneys examines the use of boilerplate clauses in healthcare contracts. The panel will discuss identifying and avoiding the pitfalls of boilerplate contract clauses in healthcare contracts/transactions. The panel will discuss standard boilerplate provisions in healthcare contracts and the pitfalls of cutting and pasting provisions. The panel will offer 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. Entire agreement clauses
    2. Arbitration
    3. Remedy
    4. Survival of Reps and Warranties
    5. Merger
    6. Multiple agreements
    7. No third-party beneficiaries
    8. Jury waiver
    9. Assignment
    10. Notice
    11. Waiver
    12. Force majeure
    13. Choice of Law and Jurisdiction
  2. Pitfalls of cutting and pasting provisions
  3. Practical application of boilerplate clauses in healthcare contracts

Benefits

The panel will review these and other key issues:

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

Faculty

Washlick, John
John R. Washlick
Shareholder
Buchanan Ingersoll & Rooney

Mr. Washlick focuses his practice on healthcare transactions and corporate compliance. He is Co-Chair of the...  |  Read More

Alleva, Heather
Heather R. Alleva
Associate
Buchanan Ingersoll & Rooney

Ms. Alleva focuses her practice on representation of health systems, hospitals, physician groups, behavioral health...  |  Read More

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