#14729 - Boiler Plate Clauses

Boiler Plate Clauses

Whole/Entire Agreement Clause The parties can insert a Whole Agreement Clause (also called an Entire Agreement Clause). This will indicate that this is the entire and only agreement between the parties and that it supersedes all other agreements. The Clause should state that the parties did not rely on any representations or statements made by each other except as documented in this agreement. The only remedy will be for a breach of this agreement, however, the parties will want to include liability for fraud and misrepresentation.	1.1 This Agreement contains the entire and only agreement between the parties and supersedes all previous agreements between the parties respecting the subject matter of this Agreement. 1.2 Each party acknowledges and agrees that in entering into this Agreement it has not relied on, and shall have no remedy in respect of any statement, representation, undertaking or warranty, whether oral or in writing, save as is expressly set out in this Agreement. 1.3 Each party acknowledges and agrees that the only remedy available to it for beach of this Agreement shall be breach of contract under the terms of this Agreement. 1.4 Nothing in this clause shall limit or exclude liability for fraud.
Law & Jurisdiction A governing law and jurisdiction clause will be incorporated to dictate which law will be applied and where it will be applied.	2.1 The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any claim, dispute or difference airing out of or in connection with this Agreement. 2.2 This Agreement shall be governed by and construed in accordance with English law.
Force Majeure Clause A force majeure clause will operate in specified circumstances (e.g. war, act of God) which are out of the parties control. The clause will absolve liability of the parties if they cannot perform their contractual obligations. Such performance will be suspended whist the force majeure is in issue. It also allows for the contract to be terminated without liability if the issue continues to affect the parties.	Will not be asked to draft in the exam
Non-Assignment Non-assignment clauses prevents one or both parties from assigning the benefit of the agreement to another individual. Exceptions can be placed such as to intra-group companies or named persons. Without this clause, the agreement can be freely assigned. To transfer the burden of the contract a novation agreement would be required.	3.1 Neither party shall be entitled to assign this Agreement or sub-contract any part of this Agreement to any person, persons or company without the prior written consent of the other party.
Rights of Third Parties This protects your clients position as well as protecting against the likelihood of a third party claiming rights under a particular term.	4.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement does not and is not intended to give any rights to enforce any of its provisions, to any person who is not party to it.
Severance Severance ensures that if a clause is found to be illegal or invalid, the rest of the contract can still be valid and enforceable. The court will apply the ‘blue pencil’ test to see if the illegal/invalid wording if removed still leaves a clause which makes sense.	5.1 If any provision to this agreement shall be found by any court of competent jurisdiction...

Whole/Entire Agreement Clause

The parties can insert a Whole Agreement Clause (also called an Entire Agreement Clause). This will indicate that this is the entire and only agreement between the parties and that it supersedes all other agreements.

The Clause should state that the parties did not rely on any representations or statements made by each other except as documented in this agreement. The only remedy will be for a breach of this agreement, however, the parties will want to include liability for fraud and misrepresentation.

1.1 This Agreement contains the entire and only agreement between the parties and supersedes all previous agreements between the parties respecting the subject matter of this Agreement.

1.2 Each party acknowledges and agrees that in entering into this Agreement it has not relied on, and shall have no remedy in respect of any statement, representation, undertaking or warranty, whether oral or in writing, save as is expressly set out in this Agreement.

1.3 Each party acknowledges and agrees that the only remedy available to it for beach of this Agreement shall be breach of contract under the terms of this Agreement.

1.4 Nothing in this clause shall limit or exclude liability for fraud.

Law & Jurisdiction

A governing law and jurisdiction clause will be incorporated to dictate which law will be applied and where it will be applied.

2.1 The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any claim, dispute or difference airing out of or in connection with this Agreement.

2.2 This Agreement shall be governed by and construed in accordance with English law.

Force Majeure Clause

A force majeure clause will operate in specified circumstances (e.g. war, act of God) which are out of the parties control.

The clause will absolve liability of the parties if they cannot perform their contractual obligations. Such performance will be suspended whist the force majeure is in issue. It also allows for the contract to be terminated without liability if the issue continues to affect the parties.

Will not be asked to draft in the exam

Non-Assignment

Non-assignment clauses prevents one or both parties from assigning the benefit of the agreement to another individual.

Exceptions can be placed such as to intra-group companies or named persons.

Without this clause, the agreement can be freely assigned. To transfer the burden of the contract a novation agreement would be required.

3.1 Neither party shall be entitled to assign this Agreement or sub-contract any part of this Agreement to any person, persons or company without the prior written consent of the other party.

Rights of Third Parties

This protects your clients position as well as protecting against the likelihood of a third party claiming rights under a particular term.

4.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement does not and is not intended to give any rights to enforce any of its provisions, to any person who is not party to it.

Severance

Severance ensures that if a clause is found to be illegal or invalid, the rest of the contract can still be valid and enforceable.

The court will apply the ‘blue pencil’ test to see if the illegal/invalid wording if removed still leaves a clause which makes sense.

5.1 If any provision to this agreement shall be found by any court of competent jurisdiction...

#14729 - Boiler Plate Clauses - Drafting

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