Boilerplate Clauses

• Author: David W. Tollen
• Pages: 205-239

205

PART III

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.

207

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”).

RECITALS

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

understand.

(continued)