Drafting and Use of Boilerplate Clauses

Presented By: Michael J. Styczen, P.Eng (Davis LLP)

Commercial lawyers pay a lot of attention to the meat of contracts: the operative clauses such as price and payment, conditions precedent, representations and warranties, and termination rights.

Unfortunately, less attention gets paid to the boilerplate. The interpretive and procedural clauses that make the contracts work. 

This presentation looks at the poor, neglected boilerplate clauses. We will examine in detail a number of key boilerplate clauses which are frequently included in commercial agreements, talk about what they are typically included in contracts, talk about how they are interpreted and how to draft them effectively, and discuss best practices for the effective drafting and review of the boilerplate in commercial agreements.