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A-Z Guide to Boilerplate and Commercial Clauses

By: Mark Anderson, Victor Warner
Media of A-Z Guide to Boilerplate and Commercial Clauses
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Published: 29-09-2017
Edition: 4th
Extent: 744
ISBN: 9781526500601
Imprint: Bloomsbury Professional
Dimensions: 248 x 156 mm
RRP: £165.00

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About A-Z Guide to Boilerplate and Commercial Clauses

A lot of people when drafting an agreement will concentrate on the core commercial terms, rather than the boilerplate clauses. Some see the word "boilerplate" as referring to "unimportant" contract terms. This is very dangerous as a failure to consider all the provisions of a commercial agreement can have serious consequences. Often these consequences will come when it is too late to do anything about the contract terms, ie after the agreement is signed.

A boilerplate clause sometimes deals with important operational issues such as the law of the contract or how notices may be sent. On other occasions, the clause deals with commercial issues that may not seem important, until a problem arises. For example, a force majeure clause only becomes significant if a party cannot perform its obligation due to circumstances beyond their control with such circumstances arising rarely, but when they do the force majeure clause comes into its own.

A-Z Guide to Boilerplate and Commercial Clauses guides the user through each clause, explaining its purpose, considering its relevance in an agreement, discussing drafting issues and providing illustrative examples. The legal commentary and practical guidance helps the user to better understand the legal framework underpinning a boilerplate clause and how the courts are likely to view boilerplate and commercial clauses in the event of a dispute.

For ease of reference the clauses are arranged in alphabetical order ranging from Acknowledgements to Warranties and are laid out in a modern, clear and accessible format. A set of typical boilerplate terms as they might be found in a commercial contract is included as an appendix.

Since the third edition, major developments in case law and legislation have resulted in the revision of existing clauses and the development of new standard clauses.

The book comes with an electronic download of the clauses. On purchase, you will be provided with a code and a web link from which the clauses can be downloaded in a generic format such as *.doc which will be compatible with all operating systems.

Table Of Contents

Affiliates, group companies and subsidiaries;
Agency, partnership and joint venture (denials of);
Agents for service;
Agreeing to enter and signing an agreement (execution and signature block clauses);
Amendment or variation;
Arbitration, alternative dispute resolution and the use of experts;
Assignment and novation;
Auditing, inspection and records;
Best endeavours, reasonable endeavours and all reasonable endeavours;
Capacity (and authority);
Commencement date;
Conditions precedent and subsequent;
Consequences of termination (survival of terms);
Consumer contracts;
Contra proferentem;
Contracts (Rights of Third Parties) Act 1999;
Costs and expenses;
Counterparts (or duplicates);
Cumulative remedies;
Data protection;
Date of agreement;
Deposits and part payments;
Entire and final agreement and acknowledgement of non-reliance;
Exclusive, non-exclusive and sole;
Exemption clauses;
Expiry and termination at will;
Force majeure;
Freedom of information;
Further assurance;
Good faith;
Indexation (inflation);
Insolvency (termination for);
Intellectual property;
Joint and several liability;
Law and jurisdiction;
Months and other expressions of time;
Net sales value (or net invoice price);
Option and right of first refusal;
Payment terms;
Priority of terms;
Retention of title;
Set-off and retention;
Severance and invalidity;
Stamp duty (and Stamp Duty Land Tax);
Subject to contract (and other denials of a legally-binding contract);
Successors and assigns;
Termination for breach;
Time of the essence;
Title (or property) and risk;
Value Added Tax;
Waivers and releases;
Appendix Boilerplate Agreement.

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