There are a few clauses that can be used as-is in almost any contract, but most of the language we call “boilerplate” is anything but one-size-fits-all.
Why do we call it boilerplate? Check out the first installment in a series of articles we will be rolling out in collaboration with Contract Nerds: https://contractnerds.com/never-just-boilerplate/
We find it helpful to think of these “fine print” clauses in three broad categories.
The first—and easiest to deal with—really can be uniform across contracts. Here there are right and wrong answers and all you need is a good checklist of language you are happy with and a moment or two to fill in the blanks.
The second category is made up of standard clauses where there are choices to be made, but those decisions are binary or limited in scope.
Our final group of contract boilerplate includes all the big hairy problem clauses. Even the simplest among them require deal- or industry-specific thought and language. Others—clauses that limit or shift risk associated with the deal—are often heavily negotiated and not necessarily standard at all. These beauties require independent treatment.
Stay tuned! Over the next few weeks, we’ll be rolling out a series of articles outlining key points to consider as you work with some of these expert-level clauses, including indemnification and arbitration.