1. Let’s Study Legal English Together!

2. Boilerplate provisions
Contract Law
Boilerplate provisions

3. What is a contract?

4. According to Black’s Dictionary, a contract is an agreement between two or more parties creating obligations that are enforceable or otherwise recognizable at law.

5. What are boilerplate provisions?
They are standard terms that are included in almost every agreement.
They are usually incorporated in an agreement as a routine method. Laywers usually copy and paste them in different documents.
When using boilerplate provisions, lawyers should make sure that their terms apply to the situation they are considering.

6. Some common boilerplate provisions
Introduction
Indemnification
Performance
Uncured Breach
Term of the Agreement
Confidential Information
Force Majure
Amendment
Termination
Waiver
Notices
Severability
Assignment
Governing Law

7. Let’s practice your reading comprehension skills!

8. Reading comprehension exercise
Read the following contractual clauses and try to choose the most proper heading from the right column for each of them.

9. Contract provisions
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law
This Agreement is made and entered into as of this 1st day of October, 2010 between XXX INC. with place of business at ….. and YYY ("Distributor") with place of business at …, which collectively are referred to hereinafter as "the parties". NOW THEREFORE, the parties hereto agree as follows:

10. Contract provisions
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law
Either party may at any time terminate this Agreement with or without cause upon ninety (90) days written notice after having a review meeting with the other party to discuss the termination.

11. Contract provisions
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law
Distributor shall indemnify and hold harmless XXX against all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by XXX that arise out of any claim asserted by a third party that involves, relates
to or concerns (i) the marketing, sale, or promotion by Distributor of the Distributor Service, (ii) or any use by Distributor of any
XXX’ s information in violation
of this Agreement.

12. Contract provisions
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law
All notices required to be given hereunder shall be given in writing by personal delivery or by a certified letter to the respective address as may be designated
in writing by either party and delivered to the other party. Notice given by certified mail
shall be deemed given five (5)
days after the mailing date to
the current address of the party.

13. Contract provisions
Distributor and XXX understand and agree that in the performance of this Agreement each party
may have access to private or confidential information of the other party, including, but not limited to, trade secrets, marketing and business plans and technical information, which is designated as confidential by the disclosing party, prior to or at the time it is disclosed to the other party ("Confidential Information").
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law

14. Contract provisions
Performance under this Agreement shall be in accordance with the terms and conditions set forth herein and in Exhibit A and Exhibit C (Definitions). Exhibits are hereby incorporated fully
into and made a part of this Agreement. In the event that
any part of any Exhibit has
been modified by, or is in
conflict with the body of this Agreement, the language of the Agreement body shall prevail.
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law

15. Contract provisions
Neither party may assign this Agreement, or sublicense, assign or delegate any right or duty hereunder, without the prior written consent of the other.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law

16. Contract provisions The term of this Agreement
shall be twelve (12) months, commencing as of the date first written above, subject to the terms and conditions of Article 8 herein entitled Termination. In the absence of any such termination, this Agreement shall continue from year, automatically renewing upon each anniversary date, subject to the same terms and conditions contained herein.
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law

17. Contract provisions
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States, applicable
to contracts wholly made and wholly performed in the State
of New York, United States.
This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law

18. Contract provisions
The failure of either party at any time to require performance by
the other party of any provision hereof shall not affect the full
right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of
any succeeding breach of such provision or as a waiver of the provision itself.
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law

19. Contract provisions
If any provision of this Agreement or its application
in a particular circumstance
is held to be invalid or unenforceable to any extent, the remainder of the Agreement, or the application of such provision in other circumstances, shall not be affected thereby, and each provision shall be valid and enforced to the fullest extent permitted by law.
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law

20. Contract provisions This Agreement may not
be amended except in a writing executed by authorized representatives of Distributor and XXX.
Introduction
Performance
Term
Termination
Notices
Assignment
Indemnification
Confidentiality
Amendment
Waiver
Severability
Governing Law

21. Did you guess all of them? Hope you did!

22. Any questions? Trad. Pública Mariana Baigorrí