Respecting Boilerplate


Boilerplate refers to the legal clauses of general application typically found at the very front and very end of complex agreements (or the flip side of printed forms, or the “click-through” screens of online forms). This pejorative term comes from the days when big-city publishers would mold lead plate or paper mats—similar in appearance to the iron or steel plates riveted together to encase boilers—bearing raised type (“stereotype,” another pejorative term) with the fixed text of articles and advertisements. Smaller newspapers would print the boilerplate without change.

“Boilerplate” therefore connotes both the strength and the unchangeability of the metal that contains a pressure vessel. Neither meaning is truly applicable in the legal setting. First, many terms leave significant vulnerabilities, with opportunities for vagueness, ambiguity and uncovered cases. Second, there is a surprising degree of variation in even the most standard clauses—between drafters, across industries and among contract types.

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