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.
#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:
- Written to maximize clarity.
- Intended to be comprehendible to ordinary human beings (i.e., a nonlawyers).
- Designed to be copied for mass dissemination.
- Written to eliminate passive voice.
- Uses hashtags (#) to be easily searchable.
- Highlights operative language (like if and then) to improve understanding.
- 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).
- Labeled with badges to easily identify type (SEV = a severability clause) or specific clause (SG-SEV-01 = Simple Guides Severability Clause 1).
How to use:
- To copy without formatting: Click the clipboard symbol () to copy to your clipboard.
- To copy with formatting: Select and copy text manually.
- If a clause does not define a capitalized term, then ensure that the agreement defines the term elsewhere.
- Follow instructions in [bracketed highlights], and add or remove optional language.
Of course there will be contexts in which more specific or specially tailored clauses are necessary—but those clauses are no longer boilerplate. These clauses are not for those situations.
#Severability
Explain.
Severability. If any term of the Agreement is unenforceable in any jurisdiction, then the unenforceability of the term shall not affect the enforceability of the remainder of the Agreement or the enforceability of the individual term in any other jurisdiction. SEV SG-SEV-01
Severability. If a tribunal with proper jurisdiction determines that any term of the Agreement is unenforceable, then the tribunal may interpret or modify the term to reflect the original intent of the Parties to the greatest extent permitted by law. SEV SG-SEV-02
Explain.
Entire Agreement. The Agreement is comprised of the following parts (the “Parts”), listed in order of precedence:
- This main body (the “Body”) of the Agreement including its [Number] [Choose One: Sections, Articles, Paragraphs, or Parts].
- [Insert all: Exhibits. E.g.: Exhibit A, Exhibit 1.]
- [Insert all: Appendices.]
- [Insert all: Schedules.]
- [Insert all: Other Documents.]
The Agreement constitutes the sole and entire agreement of the Parties related to the matter addressed by the terms. The Agreement supersedes all prior and contemporaneous understandings, representations, and warranties related to the matter. If there are inconsistencies between Parts of the Agreement, then the Part with greater precedence shall control. EA SG-EA-01
Explain.
Amendment & Modification. The Parties may only amend, modify, or supplement the Agreement with a subsequent agreement, in writing, signed by each Party. A&M SG-A&M-01
Also: #No-Waiver
Explain.
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, power, or privilege. A Party may only waive a right, remedy, power, or privilege provided by this Agreement through a writing signed by the waiving Party. Any waiver shall only apply to the rights, remedies, powers, or privileges; and the failures, defaults, or breaches identified in the waiver. NO-WAIV SG-NO-WAIV-01
Explain.
Assignment. Neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party.
A Party shall not unreasonably withhold its consent for the other Party to assign rights or delegate obligations.
Any attempted assignment or delegation in violation of this Section shall be null and void.
No assignment or delegation by a Party shall relieve it of its obligations under this Agreement. ASST SG-ASST-01
Explain.
Successors & Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors, and their assigns. S&A SG-S&A-01
Also: No-Third-Party-#Beneficiaries, #No-3dp-Beneficiaries.
Explain.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties. Nothing in this Agreement shall confer any rights, benefits, or remedies upon any other person or entity. NO-3DP SG-NO-3DP-01
Explain.
Governing Law. This Agreement is silent as to governing law. GOV SG-GOV-01
Governing Law. The laws of [Select a national and (optional) subnational jurisdiction. E.g., the State of California and the United States of America], will govern this Agreement and all matters arising from this Agreement.
This includes relevant statutes of limitations, and is true regardless of whether the matters relate to theories in contract, tort, or statute.
No conflict of laws principle may require or permit the application of the laws of any other jurisdiction. GOV SG-GOV-02
Explain.
Jurisdiction & Venue. The Parties must bring legal actions, or proceedings arising from this Agreement in a state or federal court located in [Select national, state, or local entities. E.g., the City of San Diego, County of San Diego, State of California, United States of America] (the “Courts”).
The Parties unconditionally submit to the exclusive jurisdiction of the Courts, and waive any objection to venue, jurisdiction, or forum in the Courts. JX&VEN SG-JX&VEN-01
Explain.
Counterparts. The Parties may execute this Agreement in counterparts. Each counterpart shall be deemed an original, and all counterparts together shall be deemed to be one and the same Agreement.
A signed copy of this Agreement delivered by electronic transmission shall have the same legal effect as a signed paper copy of this Agreement delivered by other means. COUNT SG-COUNT-01
Explain.
Force Majeure. All Parties are excused from performance under this Agreement for delays, defaults, or breaches resulting from unavoidable circumstances beyond the reasonable control of the affected Party. FORCE SG-FORCE-01
Force Majeure. All Parties are excused from performance under this Agreement for delays, defaults, or breaches resulting from Unavoidable Circumstances beyond the reasonable control of the affected Party.
“Unavoidable Circumstances” include [Choose: only / without limitation]: [Select all desired or add more: Natural disasters including floods, fires, earthquakes, or epidemics; human acts including explosions, wars, invasions, acts of terrorism, riots, civil unrest, blockades, strikes, or labor stoppages; industrial disturbances including supply chain disruptions, telecommunication breakdown, electrical power outages; or government action including government orders, changes in law, embargoes, or tariffs beginning after the Effective Date.
The Affected Party shall give [reasonable] notice [within X days of the Unavoidable Circumstances] to the other Party and shall use diligent efforts to minimize or negate the effects of the Unavoidable Circumstances. FORCE SG-FORCE-02
Explain.
Relationship of the Parties. The relationship of the Parties shall be that between independent contractors.
Nothing in this Agreement shall create a joint venture, partnership, employee-employer, fiduciary, or agency relationship.
Neither Party shall have the right or authority to bind the other Party to any other contract, agreement, or undertaking beyond this Agreement. RELAT SG-RELAT-01
Explain.
Business Days. If this Agreement shall appear to provide a deadline or due date that is a non-business day, then this term modifies the deadline or due date to the next business day. DAYS SG-DAYS-01
Also: #Essence-Time, #Time-of-Essence.
Explain.
Time of the Essence. For all deadlines and due dates in this Agreement, time is of the essence. TIME SG-TIME-01
Explain.
Expenses. Each Party will be responsible for its own costs and expenses related to this Agreement. EXP SG-EXP-01
Also: #Legal-Fees, #Attorneys-Fees, #Attorney-Fees.
Explain.
Legal Fees. If a Party brings a legal action or proceeding against the other Party related to this Agreement, then the prevailing Party in the legal action or proceeding shall receive all costs incurred by the Party in conducting the legal action or proceeding. [These costs include reasonable attorneys’ fees, expenses, and court costs. A legal action or proceeding includes an arbitration.] [Arbitration qualifies as a legal action or proceeding.] $LEGAL SG-$LEGAL-01
Explain.
Further Assurances. The Parties shall take all further actions reasonably necessary to carry out the terms and obligations under this Agreement. Further actions may include the execution and delivery of additional documents or instruments. FURTH SG-FURTH-01
Also: #Public-Announcement.
Explain.
Public Announcement. No Party shall disclose this Agreement or related activities to the public or news media without the prior written consent of the other Party. [A Party shall not unreasonably withhold its consent for the other Party to make any public announcements.] PUB-ANN SG-PUB-ANN-01
Explain.
Notices. All notices (“Notices”) under this Agreement shall be in writing and addressed to the Parties as provided below. Parties shall deliver all Notices by email. Notices shall be effective upon receipt and with confirmation of transmission. If received outside of normal business hours, then a Notice shall be effective on the next business day.
The Parties may designate different address information by communicating it to the other Parties via a Notice in compliance with this Section.
Alternatively, Parties may deliver Notices via personal delivery evidenced by signature (effective upon signature), by certified or registered mail (return receipt requested, postage pre-paid, effective upon receipt), or by nationally recognized overnight courier (return receipt requested, all fees pre-paid, effective upon receipt). NOTICE SG-NOTICE-01
Explain.
Agreement Interpretation. The Parties and any tribunal shall interpret this Agreement without any presumption or rule requiring construction against the Party drafting an instrument or causing an instrument to be drafted.
For the purposes of this Agreement: [Select all desired or add more.]
- [Use of “includes” and its variants is without limitation, i.e., is not exclusive to included items.]
- [Use of “or” is not exclusive, i.e., “A or B” can be satisfied by A alone, B alone, or both A and B.]
INTERP SG-INTERP-01
Explain.
Cumulative Remedies. The rights and remedies under this Agreement are cumulative: In addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise. [Exceptions under which provided remedies are exclusive (not cumulative): [Section X, Section Y].] CUM-REMS SG-CUM-REMS-01
Explain.
Equitable Remedies. The Parties agree that irreparable harm would occur for any material actual or threatened breach under this Agreement, for which monetary damages would not be an adequate remedy.
Accordingly, the Parties may obtain equitable relief under this Agreement, including a temporary restraining order, injunctive relief, or specific performance.
[The Party seeking equitable relief [Choose: does / does not] need to post bond to obtain equitable relief.] EQ-REMS SG-EQ-REMS-01
Explain.
Joint & Several Obligations. All obligations of [Identify the subject parties: Party B and Party C] under this Agreement shall be joint and several. JOINT+SEVERAL SG-JOINT+SEVERAL-01
Several Obligations. All obligations of [Identify the subject parties: Party B and Party C] shall be several and not joint. In no event shall a Party have any liability or obligation regarding the acts or omissions of any other Party to this Agreement. SEVERAL SG-SEVERAL-01