Last week I finally published our boilerplate template, which allows you to create a set of the miscellaneous provisions you find at the back of every contract—provisions dealing with administration, interpretation, and dispute resolution. Why might you want to use our boilerplate template? Let me count the ways.
You Probably Haven't Looked Into Boilerplate Much
In my experience, boilerplate gets little attention. Deal lawyers are focused on the deal, not the ancillary stuff, so they get used to applying the same set of boilerplate choices, deal after deal. Even litigators who advise deal lawyers on boilerplate are prone to relying on a canned analysis that they apply by rote.
And of course, everyone is copy-and-pasting, on faith, from precedent contracts and templates of questionable quality and relevance. Inevitably, what they're copy-and-pasting contains lots of strange stuff that few deal lawyers have the time and inclination to research.
Me, I'm in my cave, away from the fray, so I've made it a point to research boilerplate. My starting point has been the book Negotiating and Drafting Contract Boilerplate. That makes me a dwarf standing on the shoulders of a giant, but in this case, the giant has a bad knee and is short-sighted, so I've had to be careful. I've also sought out whatever other writings are worthwhile, notably those of John F. Coyle, a professor at the University of North Carolina School of Law. (Go here for my podcast with John.)
From that foundation, I've done my own writings. Go here for a list of my materials on boilerplate. I think I'm safe in saying I've written more insightfully on a broader range of boilerplate topics than anyone. For example, I don't think you'll find anything on force majeure as trenchant as my 2020 blog post.
Boilerplate Matters
There's a lot in copy-and-pasted boilerplate that's redundant and confusing. It wastes time, it can fail to address your needs, and it can cause fights. (See this 2021 blog post for my favorite example of such a fight.) So doing boilerplate on auto-pilot is wasteful and risky.
Our Boilerplate Is Better
My writings have allowed me to formulate boilerplate that is clear, concise, and relevant. It gets the job done. And I've left out the needless boilerplate; see this blog post about that.
And crucially, much of what's in the boilerplate template is customizable—some of it extensively so. Customization makes all the difference.
Our Template Is Informative
The interview for our boilerplate template contains guidance, with links. You get only the information you need, and when you need it most—when you're making decisions.
Our Template Is Ridiculously Inexpensive
A one-month subscription to our boilerplate template will cost you US$50. Ask yourself how much an upgraded set of boilerplate is worth to you—presumably more than $US50.
It's a Work in Progress
Our boilerplate template is a work in progress. We have yet to tackle some boilerplate, notably some aspects of limitation-of-liability provisions. And we might want to expand our treatment of other topics, notably indemnification. But just because there’s work yet to be done, that’s no reason not to take advantage of what we have now.
Let me know what you think of the boilerplate template; email me at ken@legalsifter.com.
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(The image at the top of this post is by Ellin Beltz and is licensed under the Creative Commons Attribution-Share Alike 4.0 International license.)
