My Materials on Contract Boilerplate

I thought it high time that I collect in one place my writings (and a couple of videos) on boilerplate. (By “boilerplate,” I mean the stuff relating to administration and dispute resolution that you see toward the back of most contracts.) The main headings are in alphabetical order; the items under each heading are in reverse chronological order.

Boilerplate is mostly beyond the scope of MSCD, which addresses not what you say in a contract but rather how to say in a contract whatever you want to say. But that’s not a clear-cut distinction, so I get into a couple of boilerplate topics in MSCD; I’ve included them in the following list. If something is covered in MSCD, I’ve omitted from the list any related blog posts. And I’ve omitted anything else that seems too dated or marginal.

Why don’t I just write a book about boilerplate? Because the format would be all wrong. I don’t want to produce a bunch of analysis with static contract language; I want to produce customizable contract language with just enough analysis to explain what’s going on. That requires automated contract creation, not a book.

I’ll update this list as necessary.

[Updated 8 Sep. 2022: Added two 2011 blog posts under “Jurisdiction,” a 2022 blog post on consequential damages under “Limitation of Liability,” and a 2022 blog post under “Indemnification.”]
[Updated 13 Jan. 2022: Added an item under “Limitation of Liability.”]
[Updated 23 Nov. 2021: Added a second bullet point under the heading “Indemnification” and under the heading “Successors and Assigns.”]
[Updated 26 Oct. 2021: Added two glaring omissions, one under the heading “Entire Agreement,” the other under the heading “Independent Contractor.”]

Amendments in Writing


Cumulative Remedies

Entire Agreement

Force Majeure

Further Assurances

Governing Law


Independent Contractor


Limitation of Liability


No Assigment



Successors and Assigns


Which Part Controls

(Image by Andrew Martin from Pixabay)

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

5 thoughts on “My Materials on Contract Boilerplate”

    • Hi Adam. I suggest the same principle applies as when arranging any provisions: start with that which is most compelling, followed by progressively less compelling stuff. Of course, no boilerplate is particularly compelling, but you do what you can! Also, I group the dispute-resolution provisions together: governing law, jurisdiction, waiver of jury trial, etc.

  1. I sort them into alphabetical order. MS Word makes this easy. View->Outline->Show Level so you see just the level you want to sort, and then highlight the paragraphs. Then paragraph sort – under paragraph, the AZ down arrow button.

    The headings are usually pretty similar. I know where to look when I pick up an agreement. Drafters on either side of the transaction can avoid adding redundant paragraphs. And more often than you would expect, after performing the sort, you find a redundant paragraph (using different language).


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