Secondary Blocks


This guide explains the different parts that make up the boilerplate block.



Boilerplate clauses are standard provisions frequently included in contracts to address ancillary matters not directly related to the primary transaction. Although they may be perceived as miscellaneous provisions, underestimating their importance can be perilous.

These clauses serve a crucial role in providing a legal framework for the interpretation, validity, and enforcement of an agreement. Consequently, they can significantly impact the effectiveness of other clauses within the contract and the overall agreement. As such, it is essential to carefully consider their inclusion and drafting to ensure the intended outcomes are achieved.


Governing law

This part specifies the jurisdiction and legal system that will apply to the interpretation, validity, and enforcement of the contract. In case of disputes, the chosen governing law will determine the applicable rules, regulations, and procedures to resolve the conflict.

Amendments and Waivers

This part outlines the process for modifying the contract and clarifies that a party’s failure to enforce a specific right or provision does not imply a waiver of that right or provision in the future. Typically, amendments require written consent from all parties involved, while waivers must be expressly granted in writing.

Remedies cumulative

This part is included to determine if a Party decides to pursue one particular solution (or “remedy”), but that doesn’t mean they’ve chosen it as their only option/remedy. They’re not locked into using just that one solution and can still use other solutions if they want or need to.

Further assurances

This part means generally determines that on reasonable request from one Party involved in the contract, the other Party is obligated to fulfill a request, at their own expense, relating to the implementation of the contract. The fulfillment could include completing and delivering necessary documents or instruments, and taking any additional actions that might be required to ensure the full implementation of the agreement. In essence, it’s a cooperative provision, designed to ensure that both Parties participate fully and bear their own costs in executing the agreement effectively.


The assignment partdetermines whether and under what conditions a party can transfer its rights and obligations under the contract to a third party. This may include provisions specifying when consent is required and any limitations on assigning rights and obligations.

Entire agreement

This part states that the contract represents the complete understanding between the parties, superseding any prior discussions, agreements, or representations. It ensures that no external documents or verbal agreements can modify the contract unless explicitly incorporated.


In the event that a court or other authority finds a portion of the contract to be unenforceable or invalid, this part ensures that the remaining provisions remain in effect. It aims to preserve the overall agreement to the greatest extent possible.

No Partnership or Agency

This part clarifies that the contract does not create a partnership, joint venture, or agency relationship between the parties. It establishes that the parties are acting independently and do not have the authority to bind or represent one another, except as explicitly provided in the agreement.

Announcements and Publicity

This part outlines the conditions under which the parties can make public statements or announcements related to the contract. It may require prior consent from the other party or set guidelines on the content and timing of such announcements.

No Third-Party Beneficiaries

This part clarifies that the contract is only enforceable by the parties involved and does not confer rights or benefits to any third parties, unless explicitly stated otherwise in the agreement.

Change of Control

This clause addresses the consequences of a change in ownership or control of one of the parties, such as a merger or acquisition. It may trigger specific rights or obligations, including termination rights or the right to renegotiate the contract.

Drafting and Negotiation Fees and Costs

This part determines which party is responsible for covering the costs of drafting, negotiating, and executing the contract. It may allocate the costs between the parties or require each party to cover their own expenses.

This part specifies the method and address for sending formal communications, such as notices, demands, or consents, between the parties. It ensures that important information is properly received and may outline requirements for delivery methods and timeframes.


This part sets guidelines for interpreting the contract, such as rules for resolving ambiguities or defining specific terms. It aims to establish a consistent approach to understanding the agreement and avoid disputes arising from differing interpretations.

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