Boilerplate: do I really need this clause and why?

by Practical Law Commercial and Practical Law Dispute Resolution

A practice note that provides guidance on the purpose, effect and value of boilerplate clauses in business-to-business contracts governed by the law of England and Wales. This clause-by-clause guide is for use when reducing contract length and in negotiating or advising on boilerplate terms in a draft contract. The note suggests which clauses may be essential in many contracts, such as termination and force majeure, as well as those that may add little to the default position under English law. It suggests clauses to consider including or omitting in different contexts, such as cross-border contracts or short-term contracts. The note then analyses typical boilerplate provisions, in A-Z order. It briefly explores the intended legal effect of each clause and the risks if it were omitted, suggesting situations when each term might be useful or unnecessary. The guidance helps drafters make informed decisions about whether to include or omit a clause by weighing its commercial benefit against the cost of negotiation, which is particularly valuable when drafting short form or low-risk agreements. For a six-minute introduction to this practice note, see Video, Contract drafting: cutting boilerplate clauses.