Regardless of the type of contract, at the end of almost all of the ones I work with, there are a set of clauses that lawyers think are pretty standard, but clients always have questions about.
If you’ve ever signed a long contract (and you probably have whether you remember or not) or put together an operating agreement for your company, the final sections usually contain these clauses.
When they are “standard”, we often refer to them as boilerplate. Boilerplate is a word lawyers use for terms of a contract that we consistently reuse. They are standard and can be used in a variety of contracts. In the business setting, corporate contracts are filled with them. Even when putting together wills or trusts, the General Provisions portion of the document can run for many pages depending on how you’ve set up the document.
What Are These Common Clauses?
The common provisions of contracts are normally found at the end. They can be grouped together under section titles like “Other Conditions”, “Miscellaneous Provisions” or “General Provisions”. Some examples you may see in your contract,
- Headings – the headings are just for reference
- Recitals – the recitals at the beginning are (or are not) binding
- Notices – if someone breaks the agreement, where notice should be sent
- Jurisdiction – if there’s a lawsuit, where the lawsuit has to be filed
- Waiver – if you waive your right under part of the contract, you don’t waive all of your rights
- Severability – if part of the contract is invalid, it doesn’t mean it’s all invalid
- Signatures – the signatures can be made by fax or email
When lawyers see these provisions, we know we are nearing the end of a contract. The unique or bespoke parts of the document have already been laid out. These are the things that we need to have in every document, they give us comfort.
But when someone who is not familiar with contracts sees these, they get worried. The language seems foreign to them, and a good portion of my document review meetings with clients ultimately end up focused on these provisions. It’s not a bad thing, it’s just the nature of the documents and these provisions. And if you aren’t sure what they mean, ask your attorney – that’s what you are paying them for!
If you’ve been given an agreement that seems confusing, or if there are just a few questions you have, give me a call and we can sit down to discuss the document and your questions – (877) AMAYERS.