Intro
Note
This resource provides general Boilerplate Contract Clauses for use in agreements of all kinds.
The term boilerplate originates from newspaper publishing. Large publishing syndicates supplied newspaper copy on “metal plates with the type already in place” and printers “dubbed those syndicated plates ‘boiler plates’ because of their resemblance to the plating used in making steam boilers.” (Merriam-Webster.)
This resource provides boilerplate contract clauses. Other Simple Guides resources may have other boilerplate contracts, motions, clauses, passages, snippets, or language.
Given the frequency with which society relies on boilerplate legal language, one would think: A. Most boilerplate would be easy to understand; and B. That standards have emerged so that attorneys and other users would not need to review most boilerplate.
One would be wrong, and attorneys and other readers spend countless hours every year reviewing boilerplate. This resource serves as an alternative resource for boilerplate clauses, intended to reduce that number of hours. See Features for some information on how this resource improves over other available sources of boilerplate clauses.
“Boilerplate” does not necessarily mean “unimportant” or “non-controversial.” Sometimes the “boilerplate” in a contract can be very important and vigorously debated by parties. Most of these clauses are appropriate for common situations in which both parties desire the same thing.
Definitions
Boilerplate: Standardized or formulaic text.
Legal-Boilerplate:
- Boilerplate used in a legal context.
- Standardized or formulaic contracts, motions, clauses, passages, snippets, or language frequently used by attorneys or drafters.
Features & How to Use
Features:
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Written to maximize clarity.
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Intended to be comprehendible to ordinary human beings (i.e., a nonlawyers).
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Designed to be copied for mass dissemination.
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Written to eliminate passive voice.
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Uses hashtags (#) to be easily searchable.
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Highlights operative language (like if and then) to improve understanding.
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Made to be easily navigable with a contents menu and expand and collapse buttons on the left sidebar (on larger screens) or the main menu on smaller screens (click the accordion () button at the top of the screen).
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Labeled with badges to easily identify type ( = a severability clause) or specific clause ( = Simple Guides Severability Clause 1).
How to use:
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To copy without formatting: ADD.
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To copy with formatting: ADD.
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If a clause does not define a capitalized term, then ensure that the agreement defines the term elsewhere.
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Follow instructions in [bracketed highlights], and add or remove optional language.
#Boilerplate Clauses
Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the matter it addresses. This Agreement supersedes all other understandings, representations, and warranties in any form related to the matter.
Entire Agreement.
This Agreement is comprised of the following parts (the “Parts”), listed in order of precedence:
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This main body (the “Body”) of the Agreement including its [Number] [Choose One: Sections, Articles, Paragraphs, or Parts].
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[Insert all: Exhibits. E.g.: Exhibit A, Exhibit 1.]
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[Insert all: Appendices.]
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[Insert all: Schedules.]
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[Insert all: Other Documents.]
This Agreement constitutes the sole and entire agreement of the Parties with respect to the matter addressed by the terms. This Agreement supersedes all other understandings, representations, and warranties in any form related to the matter.
Counterparts. The Parties may execute this Agreement in counterparts. All counterparts together shall be one and the same Agreement.
E-Signatures. The Parties agree to accept e-signatures, electronic signatures, or signatures made by electronic means—all of which shall have the same legal effect as a signed paper copy of this Agreement.
Amendment & Modification. The Parties may only amend or modify this Agreement with a subsequent agreement, in writing, signed by each Party.
No Waiver. No failure to exercise, delay to exercise, or partial exercise of any right, remedy, or privilege provided by this Agreement shall operate as a waiver of the right, remedy, or privilege. A Party may only waive a right, remedy, or privilege provided by this Agreement through a writing signed by the waiving Party.
Severability. The invalidity, illegality, or unenforceability of any term in this Agreement in any jurisdiction does not affect the validity, legality, or enforceability of the term in any other jurisdiction or the validity, legality, or enforceability of any other term.
No Assignment. No Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement unless it first obtains the prior written consent of the other Party.
Successors. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their permitted successors.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties. There are no third-party beneficiaries: This Agreement does not confer any rights, benefits, or remedies upon any other person or entity.
Survival. The following Sections shall survive expiration or termination of this Agreement: [“None,” or, List all surviving Sections].
Survival. If a term of this Agreement must survive to affect its intent, then the term will survive expiration or termination of this Agreement.
Survival. If a term of this Agreement must survive to affect its intent, then the term will survive expiration or termination of this Agreement. The terms that shall survive expiration or termination of this Agreement include: [“None,” or, List all surviving Sections].
Governing Law. This Agreement is silent as to governing law and hoice of law.
Governing Law. The laws of the [Subnational Jurisdiction Type] of [State], [Nation], shall serve as the governing law and hoice of law governing this Agreement and all matters arising out of this Agreement. No onflict-of-laws doctrine will alter the governing law and choice of law.
Jurisdiction, Venue, Forum. This Agreement is silent as to personal jurisdiction, venue, and forum.
Jurisdiction, Venue, Forum. The Parties must exclusively institute any legal action arising out of this Agreement in the [federal] [or] [state] courts in [City / County] in the [Subnational Jurisdiction Type] of [State], [Nation].
Jurisdiction, Venue, Forum. The Parties must exclusively institute any legal action arising out of this Agreement in the [federal] [or] [state] courts in [City / County] in the [Subnational Jurisdiction Type] of [State], [Nation].
The Parties unconditionally consent and submit to the exclusive personal jurisdiction of the Courts; and waive any objection to the Courts as the proper jurisdiction, forum, or venue.
Notices. Each Party shall deliver all ommunications and notices related to this Agreement (“Notices”) in writing by email.
Notices. Each Party shall deliver all ommunications and notices related to this Agreement (“Notices”) in writing by email to the following email addresses.
[Party X]: [email], [Name], [Title].
Notice is effective with confirmation of receipt or transmission. If received before 5 p.m. local time on a business day, then notice is effective the day of receipt. If received after 5 p.m. local time or on a non-business day, then notice is effective the following working day.
Alternatively, each Party may deliver communications related to this Agreement in writing to the addresses below by: certified or registered mail (return receipt requested and postage prepaid), or recognized overnight ourier service.
[Party X]
[Name], [Title]
[Street Address],
[City], [State] [Nation]
Each Party may designate different address information with a compliant Notice.
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Cumulative Remedies. The rights, remedies, and privileges provided by this Agreement are umulative: In addition to and not in substitution of any other rights, remedies, and privileges available in law, in equity, or otherwise.
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