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Details
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.
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- Introduction;
- 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;
- Announcements;
- Appointment;
- Arbitration, alternative dispute resolution and the use of experts;
- Assignment and novation;
- Auditing, inspection and records;
- Best endeavours, reasonable endeavours and all reasonable endeavours;
- Breach;
- Capacity (and authority);
- Charges;
- Commencement date;
- Completion;
- Conditions precedent and subsequent;
- Confidentiality;
- Consent;
- Consequences of termination (survival of terms);
- Consultation;
- Consumer contracts;
- Contra proferentem;
- Contracts (Rights of Third Parties) Act 1999;
- Costs and expenses;
- Counterparts (or duplicates);
- Covenants;
- Cumulative remedies;
- Currency;
- Data protection;
- Date of agreement;
- Deeds;
- Definitions;
- Deposits and part payments;
- Disclaimers;
- 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;
- Indemnities;
- Indexation (inflation);
- Insolvency (termination for);
- Insurance;
- Intellectual property;
- Interest;
- Interpretation;
- Joint and several liability;
- Language;
- Law and jurisdiction;
- Months and other expressions of time;
- Net sales value (or net invoice price);
- Notices;
- Option and right of first refusal;
- Parties;
- Payment terms;
- Priority of terms;
- Receipts;
- Recitals;
- Reporting;
- Retention of title;
- Schedules;
- Set-off and retention;
- Severance and invalidity;
- Stamp duty (and Stamp Duty Land Tax);
- Sub-contracting;
- Subject to contract (and other denials of a legally-binding contract);
- Successors and assigns;
- Termination for breach;
- Territory;
- Time of the essence;
- Title (or property) and risk;
- Value Added Tax;
- Waivers and releases;
- Warranties;
- Appendix Boilerplate Agreement.
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Mark Anderson, partner and Victor Warner, solicitor, Anderson Law LLP
Mark Anderson qualified as a barrister in 1983 and as a solicitor in 1990. After spells in industry and with Bristows in London, he formed his own firm in 1994. The firm specialises in intellectual property and commercial transactions, and has grown to 8 lawyers, a majority of whom trained with the firm. Mark and his colleagues have written or co-written 8 legal textbooks, and several volumes of the Encyclopedia of Forms and Precedents. Mark regularly gives training courses on IP and commercial law subjects. He is a visiting lecturer at University College London, and is the creator and course director of a UCL course for newly-qualified IP lawyers, entitled Intellectual Property Transactions: Law and Practice.
Victor Warner is an experienced commercial lawyer.
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" If you're an English practitioner and you routinely find yourself with your head under the hood of contract boilerplate, you'll want a copy of this book... A-Z Guide to Boilerplate and Commercial Clauses is a rich resource, and I expect to be consulting it often." Ken Adams (review of previous edition)
"When I wish to explore the implications of a bit of contract verbiage under English law, A-Z Guide to Boilerplate and Commercial Clauses will continue to be the first place I look." Ken Adams, November 2012
"The third edition of this book…provides the reader with a clear guidance on possible boilerplate and commercial clauses…[and] contains essential information for drafters and users of commercial agreements." German-British Chamber of Industry & Commerce, October 2012
"It is one of the best, if not the best, guides to commercial and boilerplate clauses and should be close at hand for any commercial practitioner." Student Law Journal, December 2012
