Every commercial contract has boilerplate provisions. These\nare the standard terms that you include in every contract. However, because\nthese terms are standard in almost all of your contracts, they often don\u2019t get\nreviewed regularly. \n\n\n\nDo you know what is in your boilerplate provisions?\n\n\n\nWhy Boilerplate\nProvisions Matter\n\n\n\nBoilerplate provisions aren\u2019t as sexy as the parts of the\ncontract that deals with payment and delivery. But, they are critical for\nprotecting your company. Some standard terms in commercial contract boilerplate\ninclude language that spells out what happens when there is a breach of\ncontract, what laws will control the litigation, and mandatory arbitration\nclauses. \n\n\n\nIf there is not a sound enforcement mechanism for your\ncontract, the contract isn\u2019t worth the paper it\u2019s written on. Your boilerplate\nprovides the legal framework that allows your company to contract with\ncustomers and vendors. \n\n\n\nHow Old Boilerplate\nLanguage Harms Businesses\n\n\n\nWhat can go wrong with your boilerplate? A lot. \n\n\n\nThe law isn\u2019t static. Your jurisdiction may have changed the\nlaw to make some of your boilerplate provisions unenforceable. \n\n\n\nNew case law may have changed the way courts interpret key\nprovisions of your boilerplate. You might think your business is covered, but\nchanges in the law could leave you vulnerable. \n\n\n\nBusiness conditions and practice also continually evolve.\nOld boilerplate language could bind your firm to terms that no longer reflect\nhow you do business. In extreme situations, you may find yourself bound by a\nchoice of law provision that is unfavorable because your business has made\nstructural or operational changes.\n\n\n\nThe language in your boilerplate is just as binding as the\nrest of your contract. Failing to review it regularly increases your litigation\nrisks and makes you vulnerable to unpleasant surprises. \n\n\n\nConducting a Review\nof Your Standard Provisions\n\n\n\nThe point of using boilerplate is to streamline your\ncontract process. You don\u2019t want to have to review the boilerplate of every\ncontract. However, every year as part of a regular contract audit, you should\nalso review your boilerplate language.\n\n\n\nTypically, businesses will have one set of boilerplate for\ncustomers and a different one for vendors. You will want to make sure the right\nterms are going into the proper contracts. \n\n\n\nYou will also want to make sure that the language in your\nboilerplate reflects the current state of the law and the current state of your\nbusiness.\n\n\n\nIf any terms are outdated, they need to be replaced\nimmediately. It is critical that your contract team stops using outdated\nboilerplate. \n\n\n\nContract management software makes it easier to create standardized contract templates and to update boilerplate. \n\n\n\n\nhttps:\/\/www.contraxaware.com\/blog\/how-to-improve-procurement-management-contraxaware\/\n\n\n\n\n\n\n\n\nOne of the most common areas where old boilerplate terms\ncontinue to be used, even after they have been updated everywhere else, is in\nautomatic contract renewals. Again, using contract management software will\nallow you to receive automated alerts before a contract auto-renews, allowing\nyou to request a new contract with the other party before you are bound for\nanother contract term with outdated boilerplate language.\n\n\n\nAny time there has been a change to contract law in your jurisdiction,\nyou should also make sure your boilerplate provisions are in compliance with\nthe new law. \n\n\n\nDon\u2019t let your boilerplate language become a\nliability\u2014conduct a regular review and frequently update your standardized\ncontract language.