How to Avoid Boilerplate and When to Get that Contract Reviewed

I’m sure you are familiar with the term “boilerplate,” used to refer to certain provisions in contracts or entire agreements as standard, acceptable terms not warranting much time or legal consideration. However, not every boilerplate is created equal. A client of ours recently received a mutual Non-Disclosure Agreement (NDA) from a prospective strategic partner in which the recipient of confidential information was given the right to free use of “residuals” of such information. As defined in the agreement, “residuals” included ideas, concepts, know-how, and techniques, so that although patented ideas would be protected, trade secrets would not. This is an example of a type of agreement often entered into and accepted as “boilerplate,” but this particular NDA warranted extreme caution in entering and relying on as protection in connection with the disclosure of proprietary information.

This is a reminder to carefully draft your own set of boilerplate provisions for contracts and to specifically review and consider the boilerplate provisions in agreements presented to you by others. As always, we are pleased to assist you in this regard.

Please give me a call to schedule a meeting to discuss your preferences for standard contract provisions (e.g., dispute resolution) and devise a strategy for bringing your contracts into conformance. Call 712-226-4000 or email info@goosmannlaw.com.