Glossary

Boilerplate

Boilerplate is the standard back-of-the-contract clauses: entire agreement, variation, severability, notices, counterparts, assignment, third-party rights, and governing law. The name means “set wording”. It does not mean “unimportant”. Rock Advertising Ltd v MWB [2018] UKSC 24 and Cavendish Square v Makdessi [2015] UKSC 67 are both cases about clauses people used to skip.

Last updated 28 October 2026

In England and Wales the usual pack also excludes third-party rights under the Contracts (Rights of Third Parties) Act 1999, says the contract may be signed in counterpart, and picks the courts of England and Wales next to governing law. See /law/england-and-wales. Notices need an email a human reads. Assignment needs a consent rule.

Lex drafts this pack into every services agreement and freelancer agreement we produce. We would rather you read it once on the shared link than discover, after a fight, that the variation clause needed a signature you never got. The other side edits the same page; they never pay.

Which clauses count as boilerplate?

The machinery, not the commercial deal. Entire agreement, variation, severability, notices, counterparts, assignment and subcontracting, third-party rights, governing law and jurisdiction, and sometimes e-signature. Scope, fee, IP and the liability cap are not boilerplate. They are the bargain. Keep the two piles distinct so a “standard” mark does not hide a cap change.

Why does boilerplate matter?

Because those clauses decide how the bargain is changed, who can sue, which court hears it, and whether a bad sentence kills the rest. Rock Advertising is a variation-clause case. Cavendish is a sum-for-breach case. The 1999 Act is why third-party rights are excluded in one line.

Where does boilerplate usually sit?

At the end, after the commercial schedules. In a master services agreement it lives in the master so each statement of work can stay short. An order-of-precedence line belongs in that pack, so a rushed SOW cannot silently rewrite the cap. How to write a contract at /guides/how-to-write-a-contract puts this in the finishing steps.

How does Lex handle boilerplate on Contracts.io?

It comes with the draft. You still read it. If the other side redlines governing law or tries to drop severability, treat those marks as real. Accept, counter or decline on the same link. Signing happens once, on one executed version.

A worked example

A client’s counsel returns a services agreement with the commercial terms untouched and the boilerplate rewritten: Delaware law, no severability, oral variations allowed, third-party rights left open. The studio treats those four marks as the deal. They restore England and Wales, severability, signed variations and a 1999 Act exclusion, on the same share link, before anyone talks about kickoff.

How it shows up in a contract

Sample wording · our own drafting

This agreement may be signed in counterpart and electronically. It is the entire agreement. It may be varied only in writing signed by both parties. If a term is unenforceable it is severed. A person who is not a party has no right to enforce it. It is governed by the law of England and Wales, whose courts have exclusive jurisdiction.

In Plain English

You can each sign your own copy, on a screen. This paper is the whole deal. Changes need a signed writing. If one line fails, the rest stays. Outsiders cannot enforce it. England and Wales law and courts decide any fight.

Common mistakes

  • Skimming boilerplate while fighting over the fee, then discovering the other side moved governing law.
  • Calling a liability cap “just boilerplate” so nobody negotiates it.
  • Letting each statement of work carry its own conflicting pack with no precedence line.
  • Signing a commercial schedule and never signing the terms that contain the boilerplate.

What the legislation says

  • A person who is not a party can enforce a term if the contract expressly says so, or if the term purports to confer a benefit on them, unless the contract shows the parties did not intend that. Contracts commonly exclude this right.

    Source: Contracts (Rights of Third Parties) Act 1999, s.1Checked 7 October 2026Pending lawyer review

  • Where a contract contains a clause that variation must be in writing and signed by or on behalf of the parties, an oral variation is not effective. The parties have bound themselves to a specified method of variation and the court gives effect to it.

    Source: Rock Advertising Ltd v MWB Business Exchange Centres Ltd, [2018] UKSC 24Checked 28 October 2026Pending lawyer review

  • A clause is an unenforceable penalty if it is a secondary obligation that imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation.

    Source: Cavendish Square Holding BV v Talal El Makdessi, [2015] UKSC 67Checked 28 October 2026Pending lawyer review

Sources

Frequently asked questions

What is boilerplate in a contract?

The standard back-of-the-paper clauses: entire agreement, variation, severability, notices, counterparts, assignment, third-party rights, governing law. Set wording, not unimportant wording.

Why does it matter?

Those clauses decide how the bargain is changed, who can sue and which court hears it. Rock Advertising and Cavendish are both cases about clauses people used to skip.

Where should boilerplate sit?

In the master or the main agreement, so each statement of work can stay short. Add an order-of-precedence line. See /guides/how-to-write-a-contract.

Is a liability cap boilerplate?

No. The cap is the bargain. Do not let a “standard terms” mark hide a cap change. See /glossary/liability-cap.

Related

The legal wording governsLast reviewed 28 October 2026Pending lawyer review