Florida business owners will enter into contracts frequently as part of operations and dealing with partners, and many of these arrangements are worked out via an oral agreement. However, Florida’s statute of fraud provides that certain arrangements are unenforceable unless memorialized by a document. Examples include those covering real estate, long-term agreements and leases, and contracts for the sale of goods in excess of $500. When it is commonplace in certain industries that a transaction will require writing, many companies rely on forms that include boilerplate provisions.
As a result, there is a good chance that you will either be presented with a contract containing boilerplate – or must craft one to suit your business objectives. It is wise to rely on a Dunedin contracts lawyer for assistance with review and document preparation, but there are a few basic points to know about boilerplate language.
How Boilerplate Clauses Work
With certain business agreements, some details will always apply to the arrangement and remain the same with every transaction. These boilerplate provisions are the standardized “fine print”, typically included at the end of the contract and often overlooked. Other than filling in some blank lines on key terms and adding the signatures of the parties, the same contract can be used repeatedly.
However convenient they may seem, boilerplate provisions tend to favor the party that created them. In the business-to-consumer environment, courts may not enforce extremely one-sided clauses that benefit a large corporation. In the business-to-business world, the assumption is that sophisticated entities will properly protect their interests – so boilerplate could have a significant impact.
Common Boilerplate Provisions in Business Contracts
You are probably already familiar with some of the frequently used boilerplate provisions, including:
- Indemnification clauses, which establish duties regarding third-party litigation or claims;
- Choice of law language that designates which jurisdiction’s legal rules apply;
- Provisions that require arbitration as a means of alternative dispute resolution to avoid litigation;
- Confidentiality clauses that prohibit the parties from sharing information related to the agreement; and
- Limitations on damages, such as restrictions on the amount that can be recovered AND the type of relief – i.e., monetary damages and/or equitable relief.
Options for Negotiating and Modifying
Many business owners assume these clauses are standard and non-negotiable, but there are alternatives to fully accepting a boilerplate provision. You could give up important rights or be forced into obligations you did not expect, which is why you should have a Florida business lawyer review before signing. It may be possible to negotiate modifications that more accurately reflect the nature of the business relationship.
Speak to a Dunedin Business Law Attorney About Contract Disputes
While an overview of boilerplate provisions is helpful, you should retain experienced representation for assistance with reviewing and creating important agreements. Our Florida contracts lawyers at Clearwater Business Law can advise you on the details, so please contact our firm at (727) 785-5100 to set up a consultation. Our team is proud to serve clients throughout Pinellas County including: Clearwater, Tarpon Springs, Oldsmar, St. Petersburg, Palm Harbor, Dunedin, Largo and New Port Richey. We look forward to your call.