Boilerplate Clauses that Matter
Objectives
- Analyse force majeure, assignment, entire agreement, severability
- Explain risks hidden in boilerplate
- Adapt boilerplate to Costa Rican law
Explanation
Boilerplate is not harmless. Force majeure defines events excusing performance; check whether pandemics or government acts are included. Assignment clauses restrict transfer of the contract. Entire agreement clauses exclude previous negotiations. Severability preserves the contract if a clause is invalid. Ensure they are compatible with Costa Rican civil law, e.g., good faith principles.
force majeure
Unforeseeable events beyond control that excuse performance.
“The hurricane was a force majeure event.”
assignment
Transfer of contractual rights to another party.
“Assignment requires prior written consent.”
entire agreement
Clause stating the contract replaces all prior agreements.
“The entire agreement clause excludes earlier emails.”
severability
Clause keeping the rest valid if one part is void.
“Under the severability clause, the contract survives.”
waiver
Voluntary giving up of a right.
“Delay in enforcement is not a waiver.”