logo-small.png
- BLOG -

Headquarters

501 Boylston Street, 10th Floor

Boston, MA 02116

(617)-737-5000

info@outsidegc.com

ON-DEMAND INSIGHTS

3 Boilerplate Commercial Contract Provisions That Deserve Attention

3 Boilerplate Commercial Contract Provisions That Deserve Attention

December 16, 2022 at 11:48 AM - commercial contracts,

In the world of commercial contracts, “boilerplate” means certain routine clauses that appear in nearly all business agreements. They typically address the mechanics of the contract, such as what law governs a dispute and if a catastrophic event will suspend performance obligations. It is a common misconception that boilerplate provisions are generic and nonnegotiable, which is one reason they are often overlooked. However, it is important to understand that while “boilerplate” refers to standard types of clauses, the terms in those clauses are not standard, and they are negotiable. Because these terms may significantly impact the parties’ rights and obligations under the contract, understanding them is vital.

Continue Reading
8 Things for Customers to Look for in a DPA (Data Protection Addendum or Agreement)

8 Things for Customers to Look for in a DPA (Data Protection Addendum or Agreement)

July 27, 2022 at 2:08 PM - Data Privacy,

DPAs (Data Protection Agreements or Exhibits (Addenda)) are common in commercial arrangements involving access to the personal data of end users. When you are the customer in such a transaction and your end users’ data will be accessed by a vendor, it is important that you fully understand the scope of the protections being afforded this data under the DPA, especially when the DPA is drafted by the vendor.

Continue Reading
Wheels Up: Getting Started on Your Template Playbook

Wheels Up: Getting Started on Your Template Playbook

May 13, 2022 at 1:13 PM - commercial contracts,

As we discussed in part one, templated contracts can be a great resource, saving companies both time and money, when used in a coordinated and thoughtful way – i.e., drafted by an attorney with knowledge of your organization and industry, consistently rolled out to appropriate stakeholders, regularly reviewed for relevancy and compliance, and updated as needed. To ensure such use, I recommend creating a “template playbook” to help manage the use of contract templates throughout an organization.

Continue Reading
One Size Fits All: Great for Socks, Not for Contract Templates

One Size Fits All: Great for Socks, Not for Contract Templates

April 5, 2022 at 12:47 PM - commercial contracts,

There’s a good chance your company uses contract templates in support of its day-to-day commercial legal needs. In fact, most companies will templatize common, recurring agreements as a time- and cost-saving practice. However, this practice has its limitations. First and foremost, not all contracts can be converted into templates. Moreover, without the right coordination and oversight, the use of templated forms can expose a company to a number of unforeseen consequences. In this 2-part series, we will explore the basic advantages and considerations when developing contract templates, and then discuss best practices for building an effective template library.

Continue Reading
Why Affiliates Should Not be Grouped in as “Parties” to a Contract

Why Affiliates Should Not be Grouped in as “Parties” to a Contract

December 13, 2021 at 11:48 AM - commercial contracts,

Most commercial contracts include defined terms to improve readability and reduce ambiguity. In some cases, however, those definitions do not receive the same scrutiny as other clauses and their application throughout the rest of the agreement can be overlooked. For example, when a party to a contract is defined “together with its affiliates,” the language may seem innocuous, but this linking of entities significantly impacts the nature of the contract and can result in a host of unanticipated risks and liabilities not only for the contracting entities but for those unnamed entities who may be inadvertently bound to a contract to which they are not even aware they are a party.

Continue Reading
It’s Time to Notice Your Notice Provisions

It’s Time to Notice Your Notice Provisions

August 24, 2021 at 2:13 PM - commercial contracts,

As the Covid-19 pandemic wears on, forcing businesses to continue suspending or terminating contracts, it seems the oft-overlooked notice provision is finally having its day. Although notice provisions can take a multitude of forms, many are proving to be antiquated or problematic, especially considering the substantial changes to the way we work. To that end, now may be a great time to review the notice provisions in your form contracts and make adjustments where needed.

Continue Reading
Contract Signed, Deal Done: 4 Important Next Steps

Contract Signed, Deal Done: 4 Important Next Steps

May 18, 2021 at 1:47 PM - commercial contracts,

We’ve all heard stories about lavish closing dinners (perhaps you’ve attended one or more), where the completion of large corporate transactions are celebrated over dinner, drinks and token gifts of appreciation. Yet, even the execution of a small commercial agreement can be cause for raising a glass or simply breathing a deep sigh of relief. Hard work deserves a moment of pause. However, once the ink has dried on a newly-executed agreement and the party is over, what happens (or should happen) next? Placing the agreement into a neat, three-ring binder may feel organized, but it will not ensure performance under the agreement.

Continue Reading
Additional Insights into the Use of Force Majeure for COVID-19

Additional Insights into the Use of Force Majeure for COVID-19

April 13, 2021 at 10:50 AM - commercial contracts,

A year into the COVID-19 pandemic, some businesses are still incurring losses due to COVID-related closures and other restrictions. As we shared last April, the possibility of mitigating those losses by relying on a force majeure provision depends on a variety of different factors, including which state law governs your contract, the exact wording of the force majeure clause contained within it, and other facts and circumstances, such as the subject matter of the agreement and/or the foreseeability of the pandemic at the time you entered into the contract.

Continue Reading

Subscribe to our Blog

Popular Posts

   
This publication should not be construed as legal advice or a legal opinion on any specific facts or circumstances nor an offer to represent you. It is not intended to create, and receipt does not constitute, an attorney-client relationship. The contents are intended for general informational purposes only, and you are urged to consult your attorney concerning any particular situation and any specific legal questions you may have. Pursuant to applicable rules of professional conduct, portions of this publication may constitute Attorney Advertising.

Outside GC is an innovative approach to legal services for growing and mature businesses. Companies who engage Outside GC fall into two main categories: (1) those without in-house counsel who need regular, on-going legal support but do not wish to hire a full-time in-house lawyer, and (2) those with in-house counsel who do not wish to add more full-time resources to their existing in-house staff. Contact us to speak to one of our on-demand attorneys.