BA

Assignment No. 5

Miscellaneous Clauses

Background and Assumptions

The purpose of this assignment is to learn more about important miscellaneous provisions in contracts, including specialized boilerplate provisions. Various combinations and adaptations of these provisions appear in virtually every contract.

Assignment

Please read the textbook chapters on boilerplate provisions. Also Google “boilerplate clauses” and/or “miscellaneous clauses” on the internet to review miscellaneous clauses.

Using this information, explain in your own words the purpose of each provision below. Each response should be at least one long paragraph in length.

Example: Warranty disclaimer. Warranty disclaimers are typically used in contracts for goods to “disclaim” (i.e. nullify the legal effect of) the implied warranties of merchantability and fitness for a particular purposes otherwise provided under the UCC. UCC warranties are automatically part of “goods” contracts unless they are expressly disclaimed. Under the UCC, a disclaimer must be in “conspicuous print.” All capital letters of the same type size are considered “conspicuous” for this purpose. Disclaimers can also nullify other applicable warranties (e.g. those provided under an applicable statute).

Clauses:

Advice of Counsel

Anti-delegation

Attorney Fees

Best Efforts

Cumulative Remedies (or “Remedies are Cumulative)

Confidentiality

Entire agreement

Force Majeure

Indemnity

Integration

Jury trial waiver

Liquidated Damages

Merger

Most favored nations

No Admissions

Opportunity to Inspect

Severability

Successors and Assigns

Standard of discretion

Third party beneficiaries