Commercial lawyers pay a lot of attention to the meat of contracts:  The operative clauses such as price and payment, conditions precedent, representations and warranties, and termination rights.

Unfortunately, less attention gets paid to the boilerplate. The interpretive and procedural clauses that make the contracts work.

This presentation will look at the poor, neglected boilerplate clauses. We will examine in detail a number of key boilerplate clauses which are frequently included in commercial agreements, talk about why they are typically included in contracts, talk about how they are interpreted and how to draft them effectively, and discuss best practices for the effective drafting and review of the boilerplate in commercial agreements.

Some of the key provisions we will examine will include:

• definitions
• gender and number
• currency
• paramountcy
• further assurances
• entire agreement
• governing law
• notices