A-Z Guide to Boilerplate and Commercial Clauses by Anderson, Mark -- Read -- Imperial Library of Trantor

Index

Downloadable precedents Licence agreement Preface How to negotiate boilerplate clauses Table of Statutes Table of Statutory Instruments Table of Cases Introduction

What is ‘boilerplate’? Which boilerplate clauses are the most important? Location of clauses in an agreement Origin of the meaning of ‘boilerplate’

Acknowledgments

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Affiliates, group companies and subsidiaries

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Extracts from legislation

Agency, partnership and joint venture (denials of)

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Agents for service

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Agreeing to enter and signing an agreement (execution and signature block clauses)

Purpose of the clauses Note on legal terminology Drafting issues Location in the agreement Linkage and use Sample precedent material

Amendment or variation

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Announcements

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Appointment

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Arbitration, alternative dispute resolution and the use of experts

Purpose of the clause Drafting issues Location in the agreement Linkage and use Consumer issues Sample precedent material

Assignment and novation

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Auditing, inspection and records

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Best endeavours, reasonable endeavours and all reasonable endeavours

Purpose of the clause Drafting issues Location in the agreement Sample precedent material Case analysis

Breach

Purpose of the clause Drafting issues Location in the agreement Linkage and use Case analysis

Capacity (and authority)

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Charges

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Commencement date

Purpose of the clause Drafting issues Location in the agreement Linkage and usage Sample precedent material Case analysis

Completion

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Conditions precedent and subsequent

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Confidentiality

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Consent

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Consequences of termination (survival of terms)

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Consultation

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Consumer contracts

Purpose of the clause Drafting issues Sample precedent material Case analysis Extracts from legislation

Contra proferentem

Purpose of the clause Sample precedent material

Contracts (Rights of Third Parties) Act 1999

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Costs and expenses

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Counterparts (or duplicates)

Purpose of the clause Drafting issues Location in the agreement Sample precedent material

Covenants

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Cumulative remedies

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Currency

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Data protection

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Statutory definitions

Date of agreement

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Deeds

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Definitions

Purpose of the clause Drafting issues Sample precedent material Case analysis

Deposits and part payments

Purpose of the clause Drafting issues Location in the agreement Linkage and use Consumer law Sample precedent material

Disclaimers

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Entire and final agreement and acknowledgment of non-reliance

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Consumer issues Case analysis

Exclusive, non-exclusive and sole

Purpose of the clause Drafting issues Location in the agreement Linkage and use Extracts from legislation Sample precedent material

Exemption clauses

Purpose of the clause Statutory control of exemption clauses Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Expiry and termination at will

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Force majeure

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Freedom of information

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Further assurance

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Good faith

Purpose of the clause Drafting issues Case analysis

Indemnities

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Indexation (inflation)

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Insolvency (termination for)

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Insurance

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Intellectual property

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Interest

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Interpretation

Purpose of the clause Drafting issues Location in the agreement Linkage and use Extracts from legislation Sample precedent material

Joint and several liability

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Consumer issues Case analysis

Language

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Law and jurisdiction

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Months and other expressions of time

Purpose of the clause Location in the agreement Linkage and use Sample precedent material Extracts from legislation Case analysis

Net sales value (or net invoice price)

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Notices

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Option and right of first refusal

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Parties

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Payment terms

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Priority of terms

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Receipts

Purpose of the clause Drafting issues Location in the agreement Sample precedent material

Recitals

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Reporting

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Retention of title

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Schedules

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Set-off and retention

Purpose of the clause Drafting issues Location in the agreement Linkage and use Consumer issue Sample precedent material (a): Set-off not allowed (b): Set-off allowed

Severance and invalidity

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Stamp duty (and Stamp Duty Land Tax)

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Sub-contracting

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Subject to contract (and other denials of a legally-binding contract)

Purpose of the clause Drafting issues Location in agreement Linkage and use Sample precedent material Case analysis Extracts from legislation

Successors and assigns

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Termination for breach

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material Case analysis

Territory

Introduction Drafting issues Location in the agreement Linkage and use Sample precedent material

Time of the essence

Purpose of the clause Drafting issues Location in the agreement Sample precedent material Case analysis

Title (or property) and risk

Purpose of the clause Location in the agreement Sample precedent material Extracts from legislation

Value Added Tax

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Waivers and releases

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Warranties

Purpose of the clause Drafting issues Location in the agreement Linkage and use Sample precedent material

Appendix Boilerplate Agreement Index

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