Template:Barnacles

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Over time contract templates will inevitably accumulate what I call “barnacles” — ad hoc responses to historic situations, anecdotal reactions to unexpected risks, flannelesque flourishes to placate a truculent or obtuse counterparty. If your client insists on redundant (or misconceived) terms (“for the avoidance of doubt”; “without limitation” — that kind of thing) the pragmatic response is to agree them and move toward execution.

These barnacles have a habit of finding their way into, and encrusting, negotiation templates. And, as people move on, their original justification — if there even was one — becomes lost to time. The instinct of successive risk controllers upon encountering them will be, “I don't know why that is there, but whoever put it in must have had a reason, so the safest thing is to leave it there.”

This will lead to complexity in templates, additional length of templates and a proliferation of different templates.