Throughout the month of July on The Business Forum Show, Kevin Hunter and I discussed the importance of what we lawyers refer to as “boilerplate” contract provisions.
The term “boilerplate” refers to standardized language in contracts. Although often grouped together, boilerplate provisions don’t have much in common with one another except that they don’t fit anywhere else in the agreement. For that reason, they are usually dumped at the end of the agreement under a title such as “Miscellaneous,” “General,” or “Standard.”
Even though boilerplate is buried in the back of the agreement, these provisions are important. They affect how disputes are resolved and how a court enforces the contract. The effect of boilerplate is most often noticed when it is omitted from a contract — for example, if a contract doesn’t include a provision awarding attorneys’ fees to the winner of a dispute and there’s a breach (violation) of the contract, it may prove tough for either party to find a lawyer willing to take the case.
The origin of the term “boilerplate” is interesting. “Boiler plate” originally referred to the sheet steel used to make boilers. In the field of printing, the term dates back to the early 1900s. From the 1890s onwards, printing plates of text for widespread reproduction such as advertisements or syndicated columns were cast or stamped in steel (instead of the much softer and less durable lead alloys used otherwise) ready for the printing press and distributed to newspapers around the United States. By analogy, they came to be known as “boilerplates.” Given that these contract terms could be said to be “syndicated” in much the same manner, they came to be referred to as “boilerplate.”
Below are the video clips from our discussions about “boilerplate” contract terms. Click on them to watch and learn more about specific clauses:
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