Boilerplate clauses in a contract

Clauses that decide where and how a fight happens

Five of these clauses only matter once there is a dispute. Governing law picks whose law reads the contract, and jurisdiction picks whose courts hear it, which are separate choices that are often confused. Dispute resolution sets the steps before anyone sues, mediation adds a neutral helper who cannot impose an outcome, and arbitration replaces the court with a private decision maker whose award is hard to appeal. Read these together, because an arbitration clause that contradicts a jurisdiction clause invites a second argument about where to have the first one.

Clauses that keep the contract itself intact

Entire agreement stops earlier emails and promises from being read into the deal. Variation says how the contract can be changed, usually in writing and signed, and waiver says that letting one breach go does not give up the right forever. Severability keeps the rest of the contract alive if a court strikes out one term. Assignment and novation deal with a party wanting to hand the contract to someone else, and the difference matters: assignment moves the benefit, while novation replaces a party entirely and needs everyone's consent.

Clauses about paperwork and the relationship

Notices sets the addresses and methods that count as formally telling the other side something, and a notice sent the wrong way can be treated as never sent. Counterparts and electronic signature let parties sign separate copies or sign online and still have one binding contract. Further assurances obliges each side to sign whatever else is needed to make the deal work. Relationship of parties states that nobody is an employee, partner or agent of the other. Each page carries sample wording, the variants and the points worth negotiating, and none of it is legal advice.

Every page in this collection

• Arbitration clause: a private, binding decision instead of a court

  Arbitration is chosen for three reasons: a neutral forum between parties from different countries, a decision maker with industry expertise, and privacy. A badly drafted clause can lose all three and add a court fight about what the clause meant.

• Assignment clause: who else may step into the contract's benefits

  A contract is signed with a counterparty someone has checked, and nobody wants to wake up owing performance to a stranger or depending on one. The assignment clause is where each side decides how much of that choice it keeps once the business behind the other signature changes hands.

• Counterparts clause: separate copies, one agreement

  Signing in counterparts is how a contract gets done when two signatories are in different cities on the same afternoon. The clause itself is short; the questions it answers about exchange and effective date are the ones that decide whether a deal is actually done.

• Dispute resolution clause: the ladder before anyone goes to court

  Most contract disputes are settled by people who know the project, provided someone makes them sit down before lawyers are briefed. A tiered clause forces that conversation to happen early and on a timetable, while keeping the door open for urgent court orders.

• Electronic signature clause: agreeing in the contract how it will be signed

  Laws in Australia, the United Kingdom and the United States already allow most contracts to be signed on screen. The clause does a narrower job: it records consent to a particular method in advance and fixes the evidence both sides will accept if a signature is later denied.

• Entire agreement clause: the written contract is the whole deal

  Negotiations produce proposals, revised quotes and assurances made over coffee, and a year later each side remembers them differently. The entire agreement clause fixes the contract to the pages that were signed, which is exactly why it has to list every page that should count.

• Further assurances clause: signing whatever else the deal needs

  Contracts transfer rights on paper, but registers, banks and overseas offices often want their own forms signed by the original owner. A further assurances clause makes sure the person who has already been paid still has to pick up the pen.

• Governing law clause: choosing the law that reads the contract

  A Sydney supplier and a Melbourne client can sign the same words and still face different limitation periods and statutory rules depending on which state's law applies. Two lines at the back of the contract settle that before there is anything to argue about.

• Jurisdiction clause: picking the courts before the dispute

  Winning a judgment is only useful in a court whose orders can reach the losing party's money. Jurisdiction clauses are negotiated with that in mind, which is why lenders and landlords draft them very differently from service providers.

• Mediation clause: a required attempt at settlement before litigation

  A mediation clause only works if it can be started on a bad day, when one party does not want to cooperate. The mechanics of appointment, timing and cost are therefore the whole clause, not the fine print.

• Notices clause: how a formal notice is sent and when it lands

  Contract rights often depend on a notice arriving by a date, and the other party has every reason to say it never did. A deemed receipt rule replaces that argument with arithmetic.

• Novation clause: agreeing now to swap a party later

  Novation cannot be imposed on anyone, so a party who knows a swap is coming wants the consent locked in before the project starts. On construction and outsourcing projects that planned handover is common, and the clause is what stops the remaining party using its signature as leverage.

• Relationship of the parties clause: no partnership, no agency, no employment

  Two businesses sharing customers, a brand or a revenue split can look like partners to an outsider, and a worker paid by invoice can still be an employee. This clause is where the parties say what they intend, while knowing a label on its own settles nothing.

• Severability clause: keeping the contract alive when one term fails

  Contracts fail in pieces far more often than they fail whole, and restraints, penalties and one sided terms are the usual casualties. A severability clause decides whether losing one of those pieces takes the rest of the document down with it.

• Variation clause: the rule for changing the contract later

  Every long contract will need to change, and the danger is not the change itself but uncertainty about whether it happened. The variation clause decides what counts as a change before anyone relies on a phone call or a line in a meeting note.

• Waiver clause: tolerating a breach without giving up the right

  Good commercial relationships run on small tolerances: a late payment accepted, a missed report forgiven. The waiver clause lets a party be reasonable today without being told next year that its patience rewrote the contract.