In the world of commercial contracts, “boilerplate” means certain routine clauses that appear in nearly all business agreements. They typically address the mechanics of the contract, such as what law governs a dispute and if a catastrophic event will suspend performance obligations. It is a common misconception that boilerplate provisions are generic and nonnegotiable, which is one reason they are often overlooked. However, it is important to understand that while “boilerplate” refers to standard types of clauses, the terms in those clauses are not standard, and they are negotiable. Because these terms may significantly impact the parties’ rights and obligations under the contract, understanding them is vital.

In this ACC Docket article, Washington D.C.-based member Lakshmi Sarma Ramani explains why force majeure clauses should be reviewed closely by nonprofits to ensure such clauses can be relied upon in the event contract performance (including payment obligations) becomes impossible.

A non-solicitation clause is a provision in a contract generally prohibiting the hiring (or attempting to hire) of one of the other party’s employees or contractors. It can be thought of as an “anti-poaching” provision. Often, vendors will add such a provision to keep its customers or clients from poaching the vendor’s employees in an attempt to avoid using the vendor by bringing the vendor’s expertise in house. When this happens, the vendor loses not only a key employee, but also, in many case, a client.