Why do Boilerplate Provisions Matter?Buyers' Training
August 21, 2012 — 1,441 views
If you've read a contract to its end, you've likely seen the term "boilerplate provisions." Despite the fact that these elements are in nearly every agreement, many people don't know what they are, how to interpret them or why they matter. As with much legalese, they are easy to brush off or pass over. However, boilerplate provisions convey important information that could turn out to be crucial down the road.
What are boilerplate provisions?
Boilerplate provisions refer to a large group of often unrelated items. Because they are so common and vary so little from contract to contract, they are typically tacked on to the end of the document, usually under a header such as "miscellaneous," "general" or "standard."
In essence, they are used as a time-saving device. Instead of crafting original language for items that are common to most contracts, lawyers and drafters often use common phrases to convey the same points repeatedly.
By using standard language and phrases, lawyers can quickly add non-unique elements to a specific contract. In this way, boilerplate provisions represent a kind of lawyerly shorthand.
Are they important?
If boilerplate provisions use standard language and repeat common agreements, you don't have to read them, right? This is a common misconception about boilerplate provisions. Just because they are typically used to save time and enunciate run-of-the-mill items does not mean they are not important. It is crucial that you read all of the provisions in a contract for two reasons.
First, without diligence, a contract drafter could easily slip something below-board into a boilerplate section. To avoid missing any crucial information included with or without ill intent, it is vital to inspect and understand all boilerplate provisions.
Second, not all boilerplate provisions are standard. Despite being typically included to efficiently discuss all potentialities, some of these provisions can and do apply specifically to your contract. Assuming they will never come into play is a sure recipe for an unwelcome surprise. Further, boilerplate provisions can be negotiated just like any other portion of a contract. Therefore, it is vital that you examine them to ensure they suit your needs and put you in the best position to get the agreement you want.
As a well-informed and assiduous party, it is crucial that you understand all sections of any contract you sign, including those often-ignored boilerplate provisions.