Commercial

A selection of boilerplate clauses for corporate and commercial agreements. These Standard Clauses have integrated notes with important explanations and drafting and negotiating tips.

This is a standard restrictive covenant for use in a confidentiality or nondisclosure agreement between parties to a potential commercial transaction covering non-solicitation of employees, and including an optional sub-clause covering non-solicitation of customers and suppliers. This Standard Clause has integrated drafting notes with important explanations and drafting tips.

This Standard Clause provides that a lessee is required to make rental payments under all circumstances, including if the lessor breaches the equipment lease or the equipment is damaged or unfit. This Standard Clause has integrated notes with important explanations and drafting tips.

This Standard Clause contains a Uniform Commercial Code (UCC) Article 2A finance lessor's product warranty disclaimers. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard Clause that specifies the conditions for modifying and for terminating a contract. This resource includes a no-oral-agreements (NOA) provision. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard Clause that allows the contract parties to choose the courts of the appropriate jurisdiction to adjudicate disputes under the contract. This Standard Clause has integrated notes with important explanations and drafting tips.

Choice of law clause, also known as a governing law clause, that allows the contract parties in an interstate transaction to choose the substantive law of the appropriate state to apply to the contract. The contract parties should review the choice of law clause together with the choice of forum clause, as courts look to both provisions to determine whether to adjudicate the claim, and what law to apply. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard Clauses setting out the confidentiality obligations of a party in a sale of goods or services transaction. These Standard Clauses include a detailed definition of confidential information, standard exceptions to the definition of confidential information, common confidentiality obligations of a receiving party, and language addressing disclosures of information as required by law. This resource also includes optional language addressing the return or destruction of confidential information, as well as equitible remedies for any breach of confidentiality. These Standard Clauses have integrated notes with important explanations and drafting tips.

A Standard Clause designed to limit the period of time in which a party can file contractual claims against another contract party.

A Standard Clause stating the parties' intention to express rights and remedies set out in the agreement are cumulative and in addition to any implied rights or remedies provided by law or equity, and not in substitution for them. If the parties intend that certain express remedies like liquidated damages constitute the exclusive or sole remedy for a particular breach, the parties can include the alternative exclusive remedy carve-out. This Standard Clause has integrated notes with important explanations and drafting tips.

A Standard Clause, also known as a "merger" or "integration" clause, that integrates all previous negotiations, representations, warranties and agreements into the contract, indicating a final agreement on terms and provisions. This Standard Clause signals an understanding between the parties that the terms reflect the whole agreement and courts should exclude evidence outside of the contract itself if a dispute arises. This Standard Clause has integrated drafting notes with important explanations and drafting tips.

A Standard Clause that sets out the basic terms and conditions by which the contract parties agree to hold a portion of the contract consideration such as the purchase price with a third-party escrow agent to satisfy the seller's indemnification, warranty or other contract obligations. This Standard Clause has integrated drafting notes with important explanations and drafting and negotiating tips.

Standard Clauses related to compliance with economic or trade sanctions to be included by the seller of goods, services or technology in a sales contract.  Economic and trade sanctions are administered by the US Treasury Office of Foreign Assets Control (OFAC), and broadly prohibit most transactions between US persons and entities or persons located in an embargoed country.  These include comprehensive sanctions against countries like Cuba, Iran and Sudan, and limited embargoes against countries like North Korea, Syria and Burma. The US also imposes economic sanctions against certain Specially Designated Nationals (SDN). SDN are entities or individuals identified by OFAC based on their participation in targeted activities such as international drug trafficking and terrorism. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard Clause that allows the contract parties to allocate the risk of certain force majeure events such as Acts of God, hurricanes, earthquakes and other natural disasters, terrorism, government acts, embargos, labor strikes and lock-outs, and other events beyond the control of the parties. This clause excuses the party impacted by the force majeure event from performing its obligations. This Standard Clause has integrated notes with important explanations and drafting tips.

These Standard Clauses provide for unilateral or mutual indemnification and defense in a sale of goods or services transaction.  This resource includes language on the duty to compensate and defend for losses incurred.  In addition, this resource includes provisions addressing common exceptions to indemnification, notice of indemnification, control of defense, a liability basket, a liability cap, indemnification as a sole remedy, and indemnity payment adjustments for taxes and insurance payments. These Standard Clauses have integrated notes with important explanations and drafting tips.

This Standard Clause allows parties to a contract to choose the obligation level for any co-obligors: joint, joint and several or several. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard Clause requiring the breaching party to pay a pre-determined amount to the non-breaching party as exclusive compensation for the breaching party's failure to perform a specific task or comply with a particular obligation.  Parties typically negotiate a liquidated damages provision into a sale of goods or other agreement where it may be difficult to estimate the damages that a non-breaching party may suffer if a specific term is breached.  This Standard Clause has integrated notes with important explanations and drafting tips.

A Standard Clause stating the parties' intention to restrict the ability to obtain equitable relief and limit remedies for breach of contract to monetary damages. This Standard Clause has integrated notes with important explanations and drafting tips.

This Standard Clause provides that a buyer must use a commercial letter of credit as payment for goods in a commercial transaction. This Standard Clause has integrated notes with important explanations and drafting tips.

These Standard Clauses provide for the pricing of goods in a commercial transaction for the sale of goods, drafted in favor of the buyer.  This resource also includes standard language addressing the inclusion in price of other costs such as transportation, insurance and taxes.  It contains examples of price adjustment clauses typical in longer term supply agreements and a most favored customer clause, also known as a most favored nations clause. These Standard Clauses have integrated notes with important explanations and drafting and negotiating tips.

These Standard Clauses provide for pricing of services (commonly referred to as fees) in an agreement for the provision of services, drafted from the perpective of the service provider. This resource also includes standard language addressing expenses, rate increases and taxes. These Standard Clauses have integrated notes with important explanations and drafting and negotiating tips.

This Standard Clause is an example of a limited product warranty clause in a sale of goods agreement. This resource also includes standard warranty disclaimer language addressing the exclusion of all other warranties, whether express or implied by law. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

These Standard Clauses provide general representations and warranties for a commercial sale of goods or services transaction. This resource also includes a disclaimer of other representations and warranties and acknowledgment of non-reliance sub-section. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard clause addressing the parties' rights to subcontract their contractual duties.  This resource distinguishes subcontracting from novation and delegation and details common circumstances in which subcontracting is permitted, including on receipt of prior written consent, delivery of notice and entry into a back-to-back subcontract.  This Standard Clause has integrated drafting notes with important explanations and drafting and negotiating tips.

Standard Clauses setting out the length of time a commercial agreement lasts and the rights of one or more parties to terminate the agreement early. This resource also includes standard language addressing contract renewal, post-termination obligations and survival. These Standard Clauses have integrated notes with important explanations and drafting tips.

This is a Standard Clause stating that time is of the essence in a commercial agreement. This Standard Clause has integrated notes with important explanations and drafting tips, including a discussion of general versus specific clauses and their effect on enforceability.

Standard Clause that specifies the conditions for modifying a commercial agreement by waiver. This resource includes a no waiver provision. This Standard Clause has integrated notes with important explanations and drafting tips.

A standard deadlock provision in an LLC agreement which contemplates mediation as the deadlock resolution procedure. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A standard clause in many LLC agreements that requires a member who wants to sell any portion of its membership interests in a company to offer those membership interests to the other members before offering them to a third party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A clause for inclusion in a shareholders' agreement or by-laws of a joint venture company incorporating a list of matters in respect of which the minority shareholder has veto rights. This clause has been adapted from PLC's UK version to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross border transactions.

This Standard Clause reflects the intention of the parties that the agreement is a personal services contract, allowing it to be terminated by the non-debtor counterparty and unassignable by the debtor in bankruptcy. This Standard Clause has integrated notes with important explanations and drafting tips.

A Standard Clause to be used in a sales representative agreement for the sale of goods under which the supplier, distributor, reseller or other seller of goods agrees to pay an independent contractor sales representative a flat commission rate based either on the specified percentage of the net sales price or net invoice amount of goods sold, or a fixed fee for each unit of goods sold.  This Standard Clause has integrated drafting notes with important explanations and drafting and negotiating tips.

This Standard Clause specifies the parties' rights and procedural obligations to change the service provider's work and related rights under a services agreement. The change order clause in this Standard Clause is a change directive provision under which a party, typically the customer, mandates changes to the service provider's work. This Standard Clause includes a dispute resolution procedure and has integrated notes with important explanations and drafting and negotiating tips.

This Standard Clause specifies the service provider's rights and the parties' procedural obligations to change the contract sum or completion dates under a services agreement in response to a specified event (excusable event), such as customer-caused delay, a force majeure event or a change in law. This Standard Clause includes a dispute resolution procedure and has integrated notes with important explanations and drafting and negotiating tips.

A standard deadlock provision in a stockholders agreement which contemplates mediation as the deadlock resolution procedure. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A standard clause in many stockholders agreements that requires a stockholder who wants to sell any portion of its shares in a company to offer those shares to the other stockholders before offering them to a third party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A sample ad hoc clause providing for arbitration in the US.