Free Resources + Premium Courses
Boilerplate Provisions
Training Hub
Learn how to draft and negotiate the critical standard provisions in all your commercial contracts.
Sign up for our Boilerplate Essentials course
Do you work with contracts and feel unsure how to redline or negotiate boilerplate provisions? Here's your opportunity to learn these provisions or refresh your knowledge. Take Laura Frederick's Boilerplate Essentials course to learn best practices and key concepts. Find out more about the Boilerplate Essentials courses, including the live virtual session on November 13, 2024.
Download our free contract checklist for assignment clauses
Enter your name and email to download the PDF file.
We use this information to share information with you and improve our products. You can unsubscribe at any time. Review our privacy policy for more information about our information practices.
Watch these boilerplate training videos
"Boilerplate's Strategic Role in Your Negotiations"
In this video, Laura Frederick explains why boilerplate provisions offer a unique and strategic opportunity in our contract negotiations. She talks about why we approach this part of the contract differently from other sections.
"Be Careful With Terms Buried in the Boilerplate"
It doesn't matter where you put provisions in your boilerplate...or does it? In this video, Laura Frederick explains why you should take care where you place important provisions in your boilerplate section. She explains one approach to minimizing attention on provisions that you don't want to highlight. She also talks about the risks including indemnification and limitation of liability in a catch-all provision. Â
Check out these boilerplate tips and cartoons from Laura's book
How to Draft an Audit Provision
Audit provisions permit one party to review and inspect information about the other party. Most audit provisions include these seven concepts. How you word each of these elements depends on whether you are likely to be the auditor or the auditee.  1. What is the scope? You can narrow the scope to just review payment calculations or broaden it to review anything and talk to anyone related to the agreement. 2. Who can perform? Some allow the other party to conduct the audit. Others limit permission to an independent auditor under an NDA with the auditee. READ MORE
Core Concepts to Include in Force Majeure Provisions
These provisions provide a framework for dealing with events and circumstances that delay or prevent performance. They outline the specific events that excuse obligations and what options the parties have if those events continue. Every force majeure provision should include these seven core concepts: 1. The definition of the event that triggers the rights in the provision (“The term "Force Majeure Events" means fires, earthquakes, wars, invasions, embargoes,…”). 2. Whether the rights apply to one or both parties (“Seller and Buyer…”) READ MORE
How to List Examples in a Force Majeure Provision
How examples sit in a sentence in relation to the general category affects the interpretation. Let’s look at a force majeure provision, as most list out the types of extreme events that may excuse performance. Here are two different ways to present that long list: - “Force Majeure Event means any event outside the party’s control, including fire, war…” and “Force Majeure Event means fire, war,…and any event outside the party’s control.” The first definition is very broad. The list of events doesn’t limit the scope, but instead, clarify what may fall into it. READ MORE
How to Draft No Oral Amendment Provision
No oral amendment provisions say that the parties may only amend the agreement in writing. We include the no oral amendment provision for a few reasons. One is to prevent unintended contract changes. Another is the statute of frauds, which requires some contracts and amendments to be in writing. There are different approaches to drafting these. I’m not a big fan of the simple version noted above that just says amendments must be in writing. Isn’t every email back and forth “a writing” by the parties? Do you really mean that every email can serve as an amendment? READ MORE
How to Draft No Waiver Provisions
A no waiver provision says that the parties may only waive their rights in a signed writing. U.S. courts often ignore no waiver provisions and allow oral waivers anyway. The law on these provisions is much like the law on their cousins, the no oral amendment provisions. Generally speaking, courts appear more likely to enforce no waiver provisions if the contract is for goods and governed by the Uniform Commercial Code. You may be thinking, “If it won’t be enforced, why am I bothering to include it?” The reason is that it MAY be enforced. The parties usually want to do whatever they can to make that happen. READ MORE
How to Draft Publicity Provisions
The publicity provision sets the rules around when, why, and how the parties can publicly discuss the contractual relationship. The goal is to give both parties control over the timing, content, and form of any public disclosures. Here are 3 things to consider with these clauses: 1. Approval rights. Most publicity clauses condition any public announcement on the other party approving the announcement. Consider adding a review standard at its sole discretion or not unreasonably delayed or denied. If publicity is a big part of why your client is doing the deal, you may want to insist on pre-approval. You don’t want to discover the other side won’t approve after the deal is signed. READ MORE
Buy Laura's book to get access to all 322 contract tips and cartoons
BUY LAURA'S BOOK
Sign up for The Contract Strategist newsletter
Our newsletter contains contracting strategies, course discounts, HTC updates, and more. Unsubscribe anytime.