This paper addresses boilerplate provisions in contracts. It highlights 10 common boilerplate provisions, and discusses why to include or exclude them in an agreement. It also provides sample boilerplate clauses. The provisions discussed include: recitals and attachments; heading, articles, and sections; entire agreement; no waiver; severability; assignments; governing law; counterparts; time of essence; and notice.
This paper is part of a collection presented at LESA’s Contract Review and Clause Negotiation seminar held in Edmonton on February 15, 2017 and in Calgary on February 23, 2017.