Boilerplate: Difference between revisions

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{{a|boilerplate|[[File:Boilerplate.jpg|450px|thumb|center|An [[entire agreement]] clause yesterday]]
{{rightbox|'''Boilerplate Anatomy'''<br>{{image|Boilerplate|jpg|An [[entire agreement]] clause yesterday}}{{Anatnavigation-boilerplate}}}}{{quote|
}}A work-creation scheme for our learned friends.
Since brevity is the soul of wit, <br>
And boilerplate the crutch of wretched [[tedium]] <br>
I will be brief, where Triago, in all his trite facility, cannot. <br>
:—{{buchstein}}, {{dsh}}}}{{d|Boilerplate|/ˈbɔɪləpleɪt/|n|}}
 
A work-creation scheme for our learned friends.
 
{{boilerplate capsule}}


===Boilerplate and the cocktail napkin===
===Boilerplate and the cocktail napkin===
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===Boilerplate ''within'' the boilerplate===
===Boilerplate ''within'' the boilerplate===
There are degrees of boilerplate. [[Legal eagles]] will get het up about [[indemnities]], [[Events of default|default events]] and [[close out]] rights, and swear blind that these ''aren’t'' just boilerplate. (They are.) To be sure, they excite animal passions — at least, amongst [[credit officer]]s and [[lawyer]]s — in a way that [[representations and warranties]], [[covenant]]s, notices, [[governing law]], [[counterparts]], [[entire agreement]], [[amendments]], [[process agent]] appointments, [[Contracts (Rights of Third Parties) Act 1999]] exclusions and so forth really don’t.  
There are degrees of boilerplate. [[Legal eagles]] will get het up about [[indemnities]], [[Events of default|default events]] and [[close out]] rights, and swear blind that these ''aren’t'' just boilerplate. (They are.) To be sure, they excite animal passions — at least, amongst [[credit officer]]s and [[lawyer]]s — in a way that [[representations and warranties]], [[covenant]]s, notices, [[governing law]], [[counterparts]], [[entire agreement]], [[amendment]]s, [[process agent]] appointments, [[Contracts (Rights of Third Parties) Act 1999]] exclusions and so forth really don’t.  


===The buried risk of boilerplate===
===The buried risk of boilerplate===
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You may call this a jaundiced view, but really, if boilerplate is designed only to reinforce the settled position of the common law, what really does it do other than adding heft?  
You may call this a jaundiced view, but really, if boilerplate is designed only to reinforce the settled position of the common law, what really does it do other than adding heft?  


==Boilerplate Anatomy==
===Business at the front===
*[[Recital]]s and [[preamble]]
*[[Interpretation]] and [[construction]]
*[[Definitions]]
*[[Scope]]
===Party at the back===
*[[Representations and warranties]] and [[covenants]]
*[[Notices]] and [[communications]]
*[[Governing law]] and [[jurisdiction]]
*[[Miscellaneous]]
{{sa}}
{{sa}}
*[[OneNDA]] — kind of like the little Hobbits’ journey to mount doom
*{{t|Flannel}}
*{{t|Flannel}}
{{ref}}
{{ref}}