Beware The Boilerplate — Part I

In past editions of the TLQ, we have discussed on several occasions the various substantive provisions of outsourcing, offshoring and similar tech commercial agreements. In the next two editions, we will consider some of the so-called boilerplate clauses in these types of agreements.

These seemingly innocuous-looking provisions tend to be clustered at the end of the vendor's standard form agreement, and often the customer has "run out of steam" in terms of interest and energy by the time they get to these clauses, with the result that the more important ones do not get the legal scrutiny they deserve. Accordingly, what follows is a discussion of the more important boilerplate provisions, and what issues customers should think about when approaching them.