Contract Boilerplate: Sample Provisions, Part II By Bob Miles At Isnare.com Ezine Articles

Below are some examples of contract boilerplate along with brief remarks.

Disclaimer: This article is intended for reference only, not as legal advice, and that the author accepts no liability for the use of the same.

Dispute Resolution

In case of any dispute arising out of or in connection with this Contract, the parties hereto shall attempt to resolve the same through friendly consultations. In the event that such dispute cannot be thereby resolved, either party may submit such dispute to a court of competent jurisdiction.

Many business agreements contain arbitration clauses instead.

Further Endeavors

Each party to this Contract shall, at any time upon the request of another party, execute or cause to be executed such agreements, documents, deeds, or contracts, and shall do or cause to be done all such acts and things as are reasonably necessary to give full effect to the provisions of this Contract.

This ensures that the parties cannot work against each other by refusing to cooperate regarding legal and regulatory matters.

Costs

Except as otherwise expressly provided in this Contract, each party to this Contract shall bear its own expenses and costs in relation to its performance under this Contract.

Waiver

The failure or delay by any party to this Contract in exercising any right, power, or privilege under this Contract shall not be construed as a waiver thereof, and any single or partial exercise of any right, power or privilege shall not preclude the full exercise of any other right, power or privilege.

This prevents a party from being able to float something like “You let me pay 10 days late the first 8 months of the year and didn’t complain, so you have no right to demand that I pay on time in September.”

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of _____________, excluding its conflict of laws rules.

In the United States, most contracts will be governed by the law of the state in which the performance occurs. However, if performance occurs in more than one jurisdiction, then specify the governing law. Keep in mind, however, that governing law can’t be chosen arbitrarily (you can’t specify Mexican law for the sale of goods from Vermont to Colorado, for example, even if both parties agree to it). If in doubt as to governing law, consult an attorney.

Execution

This Agreement is executed in ____ originals; each party to retain ____ originals thereof.

Be careful here - if the document contains an original signature it is not a copy, it is an original. This could become important at a trial in order to admit the contract into evidence.

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