Boilerplate Provisions: Common Language Every Business Contract Needs

During the negotiation process, you may hear your business contract attorney talk about boilerplate provisions. That’s lawyer talk for standardized contract language; the things every written agreement usually needs to satisfy all parties involved and make the document binding, or at least enforceable. Not every contract has the same provisions; though including several key boilerplate additions can fortify the agreement, and lead to fewer arguments in the future.

Choice of Law and Jurisdiction

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These two provisions combine to be among the most popular for inclusion in contractual language. What these do is determine what state laws will govern the agreement in the event of a dispute. Jurisdiction confines where any lawsuit concerning a contract dispute can be filed – be it a given state or as small as a county within a state. Confining the area where your attorneys fight any legal battle concerning the contract means you won’t get hit with any surprise regulations in a different jurisdiction that could void your agreement or weaken your company’s position in settling the dispute.

Limitations on Damages

Looking to limit your company’s payout on liability in a contractual dispute? Including a provision that caps damages parties may pursue other signees for can stop a catastrophic award for damages before a jury or judge ever hands it down. Depending on the laws in your state, there may already be regulations in place that limit the compensatory and punitive damages a party may recover during a contractual dispute. Speak to your legal team for more in-depth answers, or contact our law firm today.

Indemnity Clauses and Warranties

An indemnity or hold harmless clause is a kind of guarantee made by a signer to the contract stating they’ll cover the costs, including damage awards, of disputes made by third parties against the agreement. This is a common provision in creative business projects where an artist risks copyright infringement if they steal from existing creative works to create your company’s product. This provision makes certain your company isn’t sued for the artist’s bad behavior.   

Warranties are other assurance or guarantees made by both parties regarding contractual obligations. In the event of a breach of contract, warranties can lend strength to your company’s ability to pursue the breaching party for damages.

Confidentiality Agreements

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Keeping the details of certain business contracts is vital to their success. A confidentiality agreement binds all parties to nondisclosure, meaning no one can discuss or reveal terms of the contract to anyone outside of it. This clause is particularly important in cases where your business shares trade secrets, including recipes or proprietary production methods, which could harm your market share if any party informed your competitors.

Crafting a binding written agreement takes skill and in-depth knowledge of contractual law. Our Pennsylvania attorneys have helped thousands of business owners just like you draft binding documents as well as pursue those who have tried to shirk their responsibilities. If your company needs assistance, contact us today to discuss your rights with a member of experienced legal team.