What Are the Basic Boiler Plate Provisions of Contracts?

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4. Interpretation Provisions

In many jurisdictions, local law provides that ambiguities in drafting are construed against the drafting party.

Interpretation provisions serve to circumvent this Common-Law rule by providing a representation that the agreement was jointly drafted by the parties.

5. Modification and Waiver Provisions

These provisions allow the parties, without the need to exchange new consideration, the authority to modify an agreement so long as both parties agree in writing.

Waiver provisions provide that a party’s waiver of a breach of terms shall not serve as a waiver of any subsequent breaches. An example of this circumstance would be if a party were to waive the second party’s due date for payment by affording it an additional period to cure.

A waiver provision would provide that such waiver of what otherwise would have been the breach of a payment term would not constitute a waiver of a subsequent breach of that term.

6. Counterparts Provisions

Traditionally, the parties engaged in a contract closing at which the agreement was signed by all the parties at one time. 

But, in recent years, where it is often the case that parties are not in physical proximity to one another, drafters have inserted provisions allowing the parties to execute the agreement in separate parts.

Sometimes added to these provisions is the option to allow the parties to exchange signature pages by facsimile, PDF, or by electronic signature, the critical phraseology being that such reproductions shall be considered to be as valid as original signatures for all purposes.

The Take Away:

Boiler plate provisions are ordinarily not the subject of negotiation and so are not, generally, uppermost in the consciousness of parties desiring to complete a transaction.

But, these provisions should not be ignored and, under certain circumstances, may need to be modified to address special types of risks associated with the business relationship. 

Related articles:

The contract series:

Small Business Contracts Part I: A Different Perspective

Contracts Part II: Laying the Groundwork

Contracts Part III: The Role of Legalese in Contract Drafting

Supplier Contracts- What Small Business Owners Need to Know

Contracts Part V: 7 Unique Features of Distribution Contracts

Part six: The Four Keys of Small Business Contract Arbitration.