Article Surfing Archive

Here are some examples of contract boilerplate. As a disclaimer, this article is not legal advice, and the author accepts no liability for the use thereof.

Third Party Beneficiaries

Nothing contained in this Agreement shall be construed to confer upon any individual or entity other than the parties hereto any rights, benefits or causes of action, except as expressly set forth in this Agreement.

This prevents a non-party from suing a party as a 'third party beneficiary'.

Relationship Between the Parties.

The parties to this Agreement are independent of each other, and nothing contained herein is intended to create a relationship of partnership or joint venture between them. This Agreement be not be construed to create any relationship between the parties hereto except as expressly provided herein.

This prevents a party being held liable for the acts of another party.

Effective Date; Merger

This Agreement shall take effect on ____________________. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements between them.

This prevents any party from asserting that there was a separate simultaneous or prior agreement that changed the terms of this Agreement.

Modification

This Agreement may not be modified except by written instrument signed by both (all) parties.

This prevents any party from asserting an oral amendment of the agreement and attempting to use verbal testimony (perhaps his own) to try to prove it.

Severability

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

This prevents a court from declaring the entire agreement void to a single invalid provision. Only the invalid provision is removed, and the rest of the agreement remains binding and enforceable on the parties.

The point of all this, of course, is not only to win a court battle but also to clarify matters so that you won't end up in court (and to prevent a legally savvy party from trying to pull a legal 'dirty trick' on you!).