A-Z guide to boilerplate and commercial clauses / Mark Anderson and Victor Warner.

London : Bloomsbury Professional, 2017.

4th edition

87762

Standardised terms of contract -- Great Britain.

Contracts.

Introduction

Acknowledgements

Affiliates, group companies and subsidiaries

Agency and partnership (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 on 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 Ageement.

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. - Publisher's website.

Previous ed. 2012.

9781526500601

xlii, 695 p. ; 26 cm