4According to Black’s Dictionary, a contract is an agreement between two or more parties creating obligations that are enforceable or otherwise recognizable at law.
5What 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.
6Some common boilerplate provisions IntroductionIndemnificationPerformanceUncured BreachTerm of the AgreementConfidential InformationForce MajureAmendmentTerminationWaiverNoticesSeverabilityAssignmentGoverning Law
7Let’s practice your reading comprehension skills!
8Reading comprehension exercise Read the following contractual clauses and try to choose the most proper heading from the right column for each of them.
9Contract provisionsIntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning LawThis 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:
10Contract provisionsIntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning LawEither 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.
11Contract provisionsIntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning LawDistributor 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, relatesto or concerns (i) the marketing, sale, or promotion by Distributor of the Distributor Service, (ii) or any use by Distributor of anyXXX’ s information in violationof this Agreement.
12Contract provisionsIntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning LawAll 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 designatedin writing by either party and delivered to the other party. Notice given by certified mailshall be deemed given five (5)days after the mailing date tothe current address of the party.
13Contract provisionsDistributor and XXX understand and agree that in the performance of this Agreement each partymay 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").IntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning Law
14Contract provisionsPerformance 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 fullyinto and made a part of this Agreement. In the event thatany part of any Exhibit hasbeen modified by, or is inconflict with the body of this Agreement, the language of the Agreement body shall prevail.IntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning Law
15Contract provisionsNeither 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.IntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning Law
16Contract 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.IntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning Law
17Contract provisionsThis Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States, applicableto contracts wholly made and wholly performed in the Stateof New York, United States.This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.IntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning Law
18Contract provisionsThe failure of either party at any time to require performance bythe other party of any provision hereof shall not affect the fullright 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 ofany succeeding breach of such provision or as a waiver of the provision itself.IntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning Law
19Contract provisionsIf any provision of this Agreement or its applicationin a particular circumstanceis 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.IntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning Law
20Contract provisions This Agreement may not be amended except in a writing executed by authorized representatives of Distributor and XXX.IntroductionPerformanceTermTerminationNoticesAssignmentIndemnificationConfidentialityAmendmentWaiverSeverabilityGoverning Law