Jurisdiction(s):
United Kingdom

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Key definition

Boilerplate definition

What does Boilerplate mean? Boilerplate describes the standard, non-commercial clauses commonly found in contracts that regulate how the agreement operates rather than the core bargain. It is not a statutory term; it is a descriptive label used across legal practice. Typical boilerplate clauses address: interpretation and definitions; entire agreement and non-reliance; variation and waiver; assignment, novation and subcontracting; notices; confidentiality; force majeure; severability; counterparts; costs; no partnership/agency; set-off; third party rights; and governing law, jurisdiction and dispute resolution. Although often precedent-based, boilerplate provisions materially affect risk allocation, enforcement and remedies, and can determine how claims are brought, what evidence is admissible, and which...

Precedent: Long-Form Boilerplate Clauses for Commercial Contracts Governed by the Law of England and Wales

Published by a LexisNexis Commercial expert

Precedents

1 Definitions and interpretation

1.1 In this Agreement:

Affiliate — refers to any entity that, whether directly or indirectly, exercises Control over, is subject to Control by, or shares common Control with another entity;
Business Day — denotes any day that is not a Saturday, Sunday, or a bank or public holiday in England;
Control — [ has the meaning given in section 1124 of the Corporation Tax Act 2010 OR signifies the Beneficial ownership of over 50% of a company’s issued share capital, or the lawful authority to direct or cause the direction of the company’s management ] and Controls and Controlled shall be construed accordingly;
Dispute Notice — bears the meaning set out in clause 2.2;
Force Majeure — bears the meaning set out in clause 6.1;
[ Insert definitions bespoke to Agreement ]

1.2 In this Agreement:

a reference to this Agreement comprises its schedules, [ appendices and annexes ] (if any);
the table of contents [ , background section ] and any clause, schedule or other headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement;
a reference to a ‘party’ encompasses that party’s personal representatives, successors

...

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Web page updated on 22/05/2026

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