Boilerplate Clauses

AuthorDavid W. Tollen
Boilerplate Clauses
The boilerplate clauses include a set of terms usually placed at the
end of a contract, as well as introductory material like recitals and
definitions. These clauses usually trigger less debate than the general
clauses or prime clauses. But that doesn’t necessarily make them less
important. You can’t tell what issue will crop up in a business rela-
tionship, so you never know when one of these boilerplate clauses
will become vital.
Introduction and Recitals
This Software License and Customization Agreement (this
Agreement”) is entered into as of ___________, 20__ (the
“Effective Date”) by and between ____________, a ___________
(“Customer”), and ______________, a _________ (“Vendor”).
Vendor provides a software application known as ___________
(the “Base Application”), and the parties have agreed that Vendor
will modify the Base Application to fit certain needs of Customer
and license the modified software to Customer. The parties have
also agreed that Vendor will provide maintenance and support
services related to such modified software. Therefore, in consid-
eration of the mutual covenants, terms, and conditions set forth
A. Introduction and Recitals
A contract’s introduction generally identifies the parties and the con-
tract itself. The recitals explain why the parties are doing business
and sometimes give a little of their history. Neither introduction nor
recitals is absolutely necessary. The contract’s first line could read:
“BluntCo, LLC will provide the following services to Laconic Indus-
tries, Inc.. ..” But introductory language makes contracts easier to

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