General Clauses

Almost all contracts include a section that lawyers call “boilerplate.” The section heading is probably “General” or “Miscellaneous.” None of these descriptions invites careful reading. Many people believe such sections contain truly standard clauses with no surprises, requiring no review or revision. That is not necessarily true.

First, a General section should not contain a clause that does not belong there. Highly negotiated business and legal terms should not be “hidden” away because readers may not see them or recognize their importance. Look “General” over to be sure there is nothing there that should not be there. Second, even boilerplate needs revision at times, as the discussion of the clauses that follow illustrate. General or Miscellaneous sections typically include clauses addressing the following issues:

• Amendment (example clauses)
• Assignment and Transfer (example clauses)
• Entire Agreement (example clauses)
• Notices (example clauses)
• Severability (example clauses)
• Signature Authority
• Waiver of Contractual Right

Last updated: April 25, 2012