Startup Company Document Library Resource
The following general startup documents are for early stage companies to use. The purpose these documents serve is to help startups heading in the right direction. The startup documents below are not to serve as a replacement or to avoid legal fees early on. Each document below are general examples and are not for every startup situation so please make sure you read them over carefully, revise, and have your business attorney review each document.
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Common Terms and Clauses from Boilerplate Documents
Common terms and clauses found in the majority of legal documents are often referred to as boilerplate legal documents and reside at the end, most often, corporate legal documents. Boilerplate clauses are also known as standard clauses, general clauses, or miscellaneous clauses.
The legal provisions that boilerplates cover is a range of potential issues, such as how and where disputes will be resolved, the processes to follow, which local and/or state laws apply to the agreement, and clearly defines the relationship between the parties, and much more.
Below are some contractual provisions commonly used within most of the boilerplate sections of a legal agreement:
Amendment - An amendment clause describes how the contract may be modified or changed. In general, the majority of amendment clauses require that any changes must be written and signed by all parties on the original agreement.
Assignment - This type of clause states whether a party can transfer their contractual obligations or rights to another party. An assignment clause may include exceptions, such as if the assignment may only be performed with the other party's permission.
Confidentiality (NDA) Clause - Establishes the obligation of one or both parties to keep certain information confidential and not disclose it to third parties.
Counterparts - This clause will be included in a contract if two or more parties intend to sign separate copies of the same legal document. Typically, this occurs when parties are unable to meet in the same place at the same time. A counterparts clause is often stated as “This agreement (or contract) may be executed in counterparts.”
Dispute Resolution - Any contract involving at least two parties will have a dispute resolution clause to state how potential disputes will be resolved. The clause might even designate the preferred method of dispute resolution, such as mediation, negotiation, or arbitration, the latter of which has gained much popularity thanks to its fast and informal way of resolution.
Entire Agreement - This type of clause may be very important when negotiations are ongoing. It states that any prior understandings of the agreement, including other oral and written agreements, are not included within the current contract. If a contract includes an entire agreement clause, each party must ensure that anything and everything they wish to be included in the deal is detailed within the current contract itself.
Governing Law - see "Jurisdiction"
Force Majeure - This type of clause states that if the contracts are unable to complete their contractual duties due to circumstances out of their control, their responsibilities may be either temporarily suspended or completely excused. A force majeure clause may include specific examples, acts of God such as floods or extensive bad weather, strikes, war, and other disasters that would make fulfilling contractual duties impossible.
Headings - This type of clause simply expresses that bold headings used within the document are only for organizational purposes. Often, headings are an oversimplified summary of the context and should not be used to discern the actual clause terms.
Indemnity Clause - Describes the compensation or reimbursement that one party must provide to the other in case of specified losses, damages, or liabilities.
Insurance Clause - May require one or both parties to maintain certain types and amounts of insurance coverage during the term of the agreement.
Jurisdiction - Or sometimes called "Governing law", this clause states which jurisdiction or governing law applies to the agreement, and where a lawsuit will be filed if disputes are brought against either party stated in the agreement.
Non-Solicitation Clause - Prohibits one or both parties from actively seeking to hire employees or clients of the other party.
Notice - A notice clause explains how each party will provide notice to the other. It may include the form of notice (e.g. written), the method of delivery, and when it is considered received.
Severability - If part of your agreement is illegal or invalid, a severability clause (also known as a savings clause) will maintain that the rest of your contract is still valid. Without such a clause, the entire contract could be thrown away if just one part of it is considered unenforceable or invalid.
Term and Termination Clause - Defines the duration of the agreement and the circumstances under which either party can terminate it.
Time is of the Essence - When these words are included within a contract, it means that the contract's timelines are considered essential to the agreement. If a party does not satisfy the contractual timeline and any required deadlines, the other party may rescind the contract.
Waiver - Waivers are often overlooked, but they contain an important element of the agreement. A waiver clause states that if a party does not enforce part of the contract, such as charging a returned check fee, they may still do so sometime in the future.
Common terms and clauses found in the majority of legal documents are often referred to as boilerplate legal documents and reside at the end, most often, corporate legal documents. Boilerplate clauses are also known as standard clauses, general clauses, or miscellaneous clauses.
The legal provisions that boilerplates cover is a range of potential issues, such as how and where disputes will be resolved, the processes to follow, which local and/or state laws apply to the agreement, and clearly defines the relationship between the parties, and much more.
Below are some contractual provisions commonly used within most of the boilerplate sections of a legal agreement:
Amendment - An amendment clause describes how the contract may be modified or changed. In general, the majority of amendment clauses require that any changes must be written and signed by all parties on the original agreement.
Assignment - This type of clause states whether a party can transfer their contractual obligations or rights to another party. An assignment clause may include exceptions, such as if the assignment may only be performed with the other party's permission.
Confidentiality (NDA) Clause - Establishes the obligation of one or both parties to keep certain information confidential and not disclose it to third parties.
Counterparts - This clause will be included in a contract if two or more parties intend to sign separate copies of the same legal document. Typically, this occurs when parties are unable to meet in the same place at the same time. A counterparts clause is often stated as “This agreement (or contract) may be executed in counterparts.”
Dispute Resolution - Any contract involving at least two parties will have a dispute resolution clause to state how potential disputes will be resolved. The clause might even designate the preferred method of dispute resolution, such as mediation, negotiation, or arbitration, the latter of which has gained much popularity thanks to its fast and informal way of resolution.
Entire Agreement - This type of clause may be very important when negotiations are ongoing. It states that any prior understandings of the agreement, including other oral and written agreements, are not included within the current contract. If a contract includes an entire agreement clause, each party must ensure that anything and everything they wish to be included in the deal is detailed within the current contract itself.
Governing Law - see "Jurisdiction"
Force Majeure - This type of clause states that if the contracts are unable to complete their contractual duties due to circumstances out of their control, their responsibilities may be either temporarily suspended or completely excused. A force majeure clause may include specific examples, acts of God such as floods or extensive bad weather, strikes, war, and other disasters that would make fulfilling contractual duties impossible.
Headings - This type of clause simply expresses that bold headings used within the document are only for organizational purposes. Often, headings are an oversimplified summary of the context and should not be used to discern the actual clause terms.
Indemnity Clause - Describes the compensation or reimbursement that one party must provide to the other in case of specified losses, damages, or liabilities.
Insurance Clause - May require one or both parties to maintain certain types and amounts of insurance coverage during the term of the agreement.
Jurisdiction - Or sometimes called "Governing law", this clause states which jurisdiction or governing law applies to the agreement, and where a lawsuit will be filed if disputes are brought against either party stated in the agreement.
Non-Solicitation Clause - Prohibits one or both parties from actively seeking to hire employees or clients of the other party.
Notice - A notice clause explains how each party will provide notice to the other. It may include the form of notice (e.g. written), the method of delivery, and when it is considered received.
Severability - If part of your agreement is illegal or invalid, a severability clause (also known as a savings clause) will maintain that the rest of your contract is still valid. Without such a clause, the entire contract could be thrown away if just one part of it is considered unenforceable or invalid.
Term and Termination Clause - Defines the duration of the agreement and the circumstances under which either party can terminate it.
Time is of the Essence - When these words are included within a contract, it means that the contract's timelines are considered essential to the agreement. If a party does not satisfy the contractual timeline and any required deadlines, the other party may rescind the contract.
Waiver - Waivers are often overlooked, but they contain an important element of the agreement. A waiver clause states that if a party does not enforce part of the contract, such as charging a returned check fee, they may still do so sometime in the future.