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Message: <blockquote data-quote="Snarf Zagyg" data-source="post: 8914195" data-attributes="member: 7023840">Look, I assume you actually read the first post? Here-Boilerplate is the standardized language that you will see in contract after contract; it's the stock provisions that you will see in most (or all) contracts of a certain type. Even if they might not apply, you will see a lot of boilerplate....To give you an idea of how this would operate in practice, you will often see contracts that have "boilerplate" provisions. Most contracts of most types have a choice of law provision, a severance clause, a merger clause, and so on. Different law firms and companies might vary the language a little, but you will almost always see this in most types of contacts (is the contractual provision labeled controlling law, choice of law, or governing law etc.).That's it. Boilerplate does not mean good. It does not mean bad. It just refers to standardized common contractual provisions that do not vary greatly in contracts, and are often copied verbatim from contract to contract. That's it. This means a few things (which was also covered in the prior column on why attorneys write a certain way)- as I wrote, the prevalence of boilerplate language means that it will often appear, even when it isn't applicable. For example, the "class action waiver" language will almost always include a reference to "collective actions" even though it is inapplicable outside of employment contexts, simply because the language gets re-used. But it's also important to think about why something became a particular provision, and what it means. Boilerplate does not arise by accident; I just explained to you why severance clauses are used. There are similar reasons for all the clauses, from merger to choice of law to, yes, even class action waivers. So instead of saying standard contractual language is corrosive, you actually need to be able to come to the table and explain why that is the case. And it is frustrating for attorneys when they see people say things like your objection to the standard disclaimer of warranties and liability. They are offering up IP, and they are (for a license that can be used in all sorts of jurisdictions will all sorts of rules) just saying that they are providing the material "as is."It's bizarre. Again, there's a lot of issues going on, but it helps to concentrate on real issues, and not make fake ones up.</blockquote>

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