Boilerplate Clauses in Commercial Contracts: Avoiding Unintended Consequences, Implementing Practical Solutions
Choice of Forum, Choice of Law, Force Majeure, Dispute Resolution, Assignment, and Other Key Clauses
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will guide business counsel in identifying and avoiding the pitfalls of boilerplate contract clauses in commercial agreements. The panel will explain how to adapt standard contract provisions to the unique circumstances of a business transaction, such as choice of forum, choice of law, contract assignment, and dispute resolution.
Outline
- Common boilerplate clauses
- Choice of forum
- Choice of law
- Merger
- Multiple agreements
- Arbitration
- Limitation of damages/liquidated damages
- No third-party beneficiaries
- Jury waiver
- Assignment
- Notice
- Waiver
- Force majeure
- Pitfalls of cutting and pasting provisions
- Practical application of boilerplate clauses
Benefits
The panel will review these and other key issues:
- What strategies should attorneys consider when drafting boilerplate clauses?
- Which boilerplate clauses present the most significant challenges for businesses and their counsel?
- What pitfalls should attorneys watch out for when using boilerplate language?
- How can boilerplate provisions result in unintended consequences?
Faculty
Marc L. Kuemmerlein
Of Counsel
Kutak Rock
For more than 30 years, Mr. Kuemmerlein has served as legal executive and general counsel to companies in diverse... | Read More
For more than 30 years, Mr. Kuemmerlein has served as legal executive and general counsel to companies in diverse industries serving national and global markets. In these positions, he has addressed and resolved a full range of legal matters for public and private companies in collaboration with corporate boards, senior management and professional teams. These have included board of director guidance, regulatory affairs and governmental programs, complex contracts, procurement, commercial litigation, human resources, labor, FCPA, international transactions, tax controversies and crisis management. Mr. Kuemmerlein has also practiced as outside counsel with prominent corporate firms in the areas of corporate law, securities, M&A, real estate, publishing and intellectual property.
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Darren Skinner
Partner
Arnold & Porter
Mr. Skinner focuses his practice on corporate and securities matters. He has represented private and sovereign clients... | Read More
Mr. Skinner focuses his practice on corporate and securities matters. He has represented private and sovereign clients in the U.S., Latin America, the Caribbean, Africa, and Asia in connection with a variety of capital markets, mergers and acquisitions, and business structuring and formation transactions. Mr. Skinner has advised issuers, selling securityholders, venture capital and private equity investors, underwriters, and placement agents in public offerings and private placements covering equity, debt, and hybrid securities, including IPOs, follow-ons, registered directs, secondaries, exchange offers, and unregistered transactions pursuant to Regulation D, Regulation S, and Rules 144 and 144A under the Securities Act. He has also represented buyers, sellers, and special committees of boards in merger and acquisition transactions, including stock and asset deals, mergers, and reorganizations. In addition, Mr. Skinner regularly counsels clients on corporate and securities compliance matters, including Securities Exchange Act reporting and corporate governance issues.
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Steven O. Weise
Partner
Proskauer Rose
Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those... | Read More
Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those secured by personal property, including structured financing. He is regarded as one of the foremost authorities on Article 9 of the UCC. He is a member of the Permanent Editorial Board for the UCC and a member of the American Law Institute’s UCC Article 9 Drafting Committee. Mr. Weise is also the past chair of the American Bar Association’s Business Law Section Legal Opinions Committee.
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