A-Z Guide to Boilerplate and Commercial Clauses

Including 80 separate boilerplate clauses this title provides a practical guide to key issues in a range of common boilerplate and commercial clauses likely to occur in mainstream commercial agreements.

List of contents

1. Introduction
2. Acknowledgements
3. Affiliates, group companies and subsidiaries
4. Agency, partnership and joint venture (denials of)
5. Agents for service
6. Agreeing to enter and signing an agreement (execution and signature block clauses)
7. Amendment or variation
8. Announcements
9. Appointment
10. Arbitration, alternative dispute resolution and the use of experts
11. Assignment and novation
12. Auditing, inspection and records
13. Best endeavours, reasonable endeavours and all reasonable endeavours
14. Breach
15. Capacity (and authority)
16. Charges
17. Commencement date
18. Completion
19. Conditions precedent and subsequent
20. Confidentiality
21. Consent (or approval or acceptance)
22. Consequences of termination (survival of terms)
23. Consultation
24. Consumer contracts
25. Contra proferentem
26. Contracts (Rights of Third Parties) Act 1999
27. Costs and expenses
28. Counterparts (or duplicates)
29. Covenants
30. Cumulative remedies
31. Currency
32. Data protection
33. Date of agreement
34. Deeds
35. Definitions
36. Deposits and part payments
37. Disclaimers
38. Entire and final agreement and acknowledgement of non-reliance
39. Exclusive, non-exclusive and sole
40. Exemption clauses
41. Expiry and termination at will
42. Force majeure
43. Freedom on information
44. Further assurance
45. Good faith and 'agreement to agree'
46. Indemnities
47. Indexation (inflation)
48. Insolvency (termination for)
49. Insurance
50. Intellectual property
51. Interest
52. Interpretation
53. Joint and several liability
54. Language
55. Law and jurisdiction
56. Net sales value (or net invoice price)
57. Notices
58. Option and right of first refusal
59. Parties
60. Payment terms
61. Priority of terms (or order of precedence)
62. Receipts
63. Recitals
64. Reporting
65. Representations
66. Retention of title
67. Schedules
68. Set-off and retention
69. Severance and invalidity
70. Stamp duty (and Stamp Duty Land Tax)
71. Sub-contracting
72. Subject to contract (and other denials of a legally-binding contract)
73. Successors and assigns
74. Termination for breach
75. Territory
76. Time of the essence
77. Time periods
78. Title (or property) and risk
79. Value Added Tax
80. Waivers and releases
81. Warranties
Appendix Boilerplate Agreement

About the author

Mark Anderson is Managing Partner of Anderson Law LLP and is top-ranked as a leading individual in Chambers & Partners Directory UK 2022 for both life science transactions and intellectual property. He is a visiting professor at the Faculty of Laws, University College London, and a member of the Council of the Law Society of England and Wales, representing Business and Commercial Law. He has over 35 years’ experience of drafting, negotiating and advising on commercial contracts. Most of his clients are technology-based companies and universities, based in the UK, continental Europe and the United States.
Together with other members of Anderson Law, Mark is the author of several legal textbooks, loose-leaf works and volumes of legal encyclopaedias in the areas of intellectual property and commercial law including A-Z Guide of Boilerplate and Commercial Clauses (4th Ed), Technology Law (4th Ed) and Macdonald's Exemption Clauses and Unfair Terms (3rd Ed) published by Bloomsbury Professional.
Victor Woroner is a solicitor at Anderson Law LLP specialising in intellectual property and technology law. He is the principal author of Technology Transfer (Bloomsbury Professional), several volumes of Encyclopaedia of Forms and Precedents, Drafting Confidentiality Agreements (Law Society) and the Execution of Documents (Law Society). He is also a co-author with Mark Anderson of A-Z Guide to Boilerplate and Commercial Clauses (Bloomsbury Professional), a companion volume to Drafting and Negotiating Commercial Contracts, and Macdonald's Exemption Clauses and Unfair Terms (3rd Ed).

Summary

‘The work’s strength lies in two main features. First…it provides guidance by reference to numerous cases (some of which might well have been overlooked) for the purposes of assisting someone to draft a contract effectively. Secondly, it provides “worked examples”…it is very useful and I hope that it will reach a wider audience.’
HH Humphrey Lloyd KC, former judge of the Technology and Construction CourtInternational Construction Law Review (Review of a previous edition)

Do you need help with drafting standard contract clauses, but only have a few minutes? This book is an alphabetical, quick-access guide. It provides up-to-date, practical drafting advice on the purpose and effect of a wide range of the clauses in common use.

The Fifth Edition covers major developments and includes new sections covering:

- ‘Good governance’, eg compliance with health and safety, bribery and slavery laws
- Revised and expanded sections dealing with:
- Entire agreement clauses
- Exemption clauses
- Indemnities
- Warranties

This book includes:

- A step-by-step commentary
- Examples of best practice in different situations
- Detailed notes on each type of boilerplate clause
- A summary of relevant law, including statutory definitions and case law
- Precedents supplied as an accompanying electronic download

Comprehensive and organised for ease of use, this title guides the user through each clause, explaining its purpose, considering its relevance, and providing illustrative examples.

This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Foreword

Including 80 separate boilerplate clauses this title provides a practical guide to key issues in a range of common boilerplate and commercial clauses likely to occur in mainstream commercial agreements.

Product details

• Authors: Mark Anderson, Victor Warner, Warner Victor, Victor Woroner
• Publisher: Bloomsbury Academic
• Languages: English
• Product format: Hardback
• Released: 29.05.2025
• EAN: 9781526529503
• ISBN: 978-1-5265-2950-3
• No. of pages: 832
• Dimensions: 166 mm x 256 mm x 48 mm
• Weight: 1440 g
• Subjects: Social sciences, law, business > Law > International law, foreign law; England, Wales, LAW / Commercial / General, LAW / Contracts, contract law, Company, commercial & competition law, Company, commercial and competition law: general, Wales / Cymru