Introduction

When commercial agreements are negotiated, certain key terms are generally the subject of intense discussion. Once these terms have been agreed, there is a risk the 'boilerplate' provisions 1 at the back of the contracts can receive scant scrutiny in the race to get the deal done. Yet far greater scrutiny will fall on these provisions when a dispute arises. Properly drafted, they can protect a party from liability or allow it to assert its rights. If neglected, they can prove the other side's 'get out of jail free' card.