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What Florida Business Owners Need to Know About Boilerplate Contract Provisions

Written on September 16, 2021

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 Clearwater 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 Clearwater 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 serves clients throughout Pinellas County in a wide range of business law and litigation matters, and we look forward to your call.


I strongly endorse Andrew Mongelluzzi. He is a very skilled and able business attorney focused on customer service and results. On the front end, Andrew deftly advises new businesses on organizing properly, acquiring necessary licenses, contracting with vendors & customers, and dealing with various compliance issues that may arise. On the back end when things go south, Andrew counsels and navigates businesses through complex commercial disputes and aggressively represents them in negotiations, mediation, arbitration, and in litigation so that businesses can legally move on and get back to business. Andrew’s ability to identify legal issues and approaches to resolve business-related issues is a strength that I have learned from and professionally relied upon in approaching the business matters and cases that I handle. I regularly refer business to Andrew knowing that he will diligently represent his business clients and their best interests.
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Attorney Mongelluzzi and his team provided excellent and quality service. I always felt that my needs were met and that the firm was invested in me and my case. The quality services I received at Mongelluzzi’s firm were remarkable. From the initial meeting they were responsive to my calls, questions and concerns. All issues were handled professionally and timely, easily accessible, got back to me quickly, aggressive and got me the results that I wanted. Attorney Mongelluzzi and his staff all gave my case their personal attention and provided the quality of work that anyone would want when hiring an attorney.

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Andrew is very thorough defining the outcome expectations. In my case, it was setting up a new corporate entity. He advised me on the most beneficial option and he then executed on that path. Andrew is a very pleasant person to work with. He is determined, skilled and committed to his client’s success.

- Gil Pinney

Andrew helped me through a difficult situation with American Express and we won the case. A great job by Andrew! He also helped me with T&C’s in my company. I would recommend Andrew highly as an attorney.

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As a business owner for 12 years I have seen my fair share of ups and downs. Some of the downs would include landlord/tenant disputes and creditors that may have not been fulfilled to agreement. Andrew has met both of these situations for me in a timely, positive, and affordable manner.

- Rich Mattes

It was very nice to have a lawyer who not only is fierce in negotiations but has been successful in business. This is a lethal combination. I was glad he was on my side.

- Nigel Castanheiro

Andrew helped me with a contract litigation case. The lawyers battled it out for over a year and we finally got a reasonable settlement offer. Then the other side tried to back out. Andrew figured out how to force the other side to honor the deal and really knows his way around the court system. Definitely feel comfortable using him again.

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