A-Z Guide to Boilerplate and Commercial Clauses

Mark Anderson is Managing Partner of Anderson Law LLP and is top-ranked as a leading individual in Chambers and Partners UK 2023 directory for both life science transactions and intellectual property. He is an Honorary Professor of Practice at the Faculty of Laws, University College London. Victor Woroner is a solicitor at Anderson Law LLP specialising in intellectual property and technology law. He is the principal author of Technology Transfer (4th Ed, Bloomsbury Professional).

• 1. Introduction2. Acknowledgements3. Affiliates, group companies and subsidiaries4. Agency, partnership and joint venture (denials of)5. Agents for service6. Agreeing to enter and signing an agreement (execution and signature block clauses)7. Amendment or variation8. Announcements9. Appointment10. Arbitration, alternative dispute resolution and the use of experts11. Assignment and novation12. Auditing, inspection and records13. Best endeavours, reasonable endeavours and all reasonable endeavours14. Breach15. Capacity (and authority)16. Charges17. Commencement date18. Completion19. Conditions precedent and subsequent20. Confidentiality21. Consent (or approval or acceptance) 22. Consequences of termination (survival of terms)23. Consultation24. Consumer contracts25. Contra proferentem26. Contracts (Rights of Third Parties) Act 199927. Costs and expenses28. Counterparts (or duplicates)29. Covenants30. Cumulative remedies31. Currency32. Data protection33. Date of agreement34. Deeds35. Definitions36. Deposits and part payments37. Disclaimers38. Entire and final agreement and acknowledgement of non-reliance 39. Exclusive, non-exclusive and sole40. Exemption clauses41. Expiry and termination at will42. Force majeure43. Freedom on information44. Further assurance45. Good faith and 'agreement to agree' 46. Indemnities47. Indexation (inflation)48. Insolvency (termination for)49. Insurance50. Intellectual property51. Interest52. Interpretation53. Joint and several liability54. Language55. Law and jurisdiction56. Net sales value (or net invoice price)57. Notices58. Option and right of first refusal59. Parties60. Payment terms61. Priority of terms (or order of precedence)62. Receipts63. Recitals64. Reporting65. Representations66. Retention of title67. Schedules68. Set-off and retention69. Severance and invalidity70. Stamp duty (and Stamp Duty Land Tax)71. Sub-contracting72. Subject to contract (and other denials of a legally-binding contract)73. Successors and assigns74. Termination for breach75. Territory76. Time of the essence77. Time periods 78. Title (or property) and risk79. Value Added Tax80. Waivers and releases81. WarrantiesAppendix Boilerplate Agreement

It is one of the best, if not the best, guides to commercial and boilerplate clauses and should be close at hand for any commercial practitioner.