Most contracts have what appear to be standard provisions or clauses that are often referred to as a “boilerplate.” Often, these “boilerplates” can be problematic for several reasons:
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- Parties to the contact (and sometimes even attorneys) may gloss over these sections as being almost irrelevant to the agreement.
- One party or another might incorrectly assume that standard provisions are non-negotiable.
- Pre-prepared or “form contracts,” by their very nature, have boilerplate provisions which may have serious implications for you as a contracting party.
A common example of boilerplate: most commercial or residential lease agreements have a provision similar to the following: “The Tenant agrees to and shall hold harmless and indemnify the Landlord from and for any and all expenses, costs, attorney fees and from and for any and all claims and liability for losses or damage to property or injuries to persons arising out of or by reason of the occupancy of the Tenant.” For a Tenant, this language may expose them to almost unlimited liability in any way related to their use of the premises; however, for the Landlord, the absence of such a provision may severely limit their options for recovery of damages to their property.
Despite the adage “you can negotiate anything,” you may not have the time, desire, or leverage to hash out every detail of every contract. (For example, when you close on your home, you are not likely to have much luck negotiating the terms of the note.) However, as a general rule, every contract clause is there for a reason. It is important to understand what the reasons are for each provision.
