What Is A Boilerplate Clause? (2025 Updated)

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Boilerplate clauses remain indispensable tools for all forms of contracts in 2025. These standardised clauses, typically located at the end of an agreement, address general issues and legal technicalities rather than the specific subject matter of the contract.

Such clauses are usually not heavily negotiated or contested, as they provide clarity and certainty on key matters and aid the interpretation of the contract. A familiar example is a confidentiality clause, which is incorporated in the vast majority of Australian contracts to protect sensitive business information.

Even though these clauses are standardised and often relegated to the end of an agreement, it is crucial to read them carefully. They frequently contain important instructions regarding how your contractual obligations are to be managed and executed.

This article will explain why these clauses should not be overlooked, and will walk you through several key examples that are relevant to modern business contracts.

Why Are Boilerplate Clauses Important For Contracts?

Given the copy-and-paste nature of boilerplate clauses, it can be tempting to dismiss their importance. At first glance, they might seem tangential to the central subject matter of the contract. However, such an approach can be risky.

Boilerplate clauses are critical because they not only provide the framework used by courts to enforce and interpret contractual obligations, but they also play a decisive role in dispute resolution. In 2025, as commercial transactions become ever more complex, courts continue to rely on these clauses to bring clarity during disputes – see our insights on contract enforceability for more details.

Moreover, these clauses are extremely useful for both parties in avoiding ambiguities. The clearly defined procedures help prevent disagreements over how disputes should be resolved or how the contract is administered. They set out, for example, exactly how notice is to be given and received, thereby saving both time and money.

In essence, boilerplate clauses are valuable for two main reasons. First, they are enforced by the courts and assist in interpreting the contract’s terms. Second, they help streamline processes, ensuring that the contract is administered efficiently in today’s fast-paced business environment.

It is always a wise idea to have an expert contract lawyer review your full contract – including its boilerplate clauses – before proceeding with any business activity.

Types Of Boilerplate Clauses

While there are numerous types of boilerplate clauses, this article outlines some of the major ones commonly used in Australian contracts in 2025.

Force Majeure

Force majeure clauses are a fundamental element of modern contract law. They relieve a party from fulfilling its contractual obligations when unforeseen events occur – events beyond the reasonable control of the parties. Based on the common law doctrine of frustration, such clauses can allow for the mutual discharge of a contract where performance becomes impossible.

Although these clauses are generally drafted in broad terms, the specific ‘force majeure events’ that trigger their operation are usually tailored to the particular business and its current circumstances. In 2025, many contracts now expand their scope to include not only natural disasters and pandemics but also emerging risks such as cyber security breaches and global supply chain disruptions.

Although the acute phase of the COVID-19 pandemic has subsided, its legacy – along with other unexpected disruptions – continues to reinforce the importance of force majeure clauses. In today’s environment, it is always prudent to request a periodic review of these clauses to ensure you are adequately covered for any unforeseen events.

Indemnity

An indemnity clause specifies that one party will compensate the other for losses incurred during the performance of the contract, which may also extend to third-party claims. Given the increased complexity and risks in 2025, it is vital to ensure that indemnity clauses are carefully drafted to strike a fair balance, rather than exposing one party to disproportionate liability.

Confidentiality

Confidentiality clauses are among the most prevalent boilerplate provisions. They legally bind one or both parties to refrain from disclosing certain confidential information. In today’s digital age, where data breaches are a constant threat, such clauses are more critical than ever. Often, modern contracts also incorporate robust data protection measures to address the challenges posed by digital transformation.

Depending on the context, a confidentiality clause may apply broadly to any information shared during the business relationship, or it may be narrowly confined to the information specific to the contract at hand.

Notice

Notice clauses serve two key functions. Firstly, they establish the mechanism by which notices can be given – whether by email, post, or other electronic means – which is particularly vital in 2025 as businesses routinely operate via digital communications.

The second function is to define when a notice is deemed to have been delivered. For example, a notice may be considered received if it reaches its destination “by 11:59 pm AEST, three business days from the initial dispatch.”

Additionally, notice clauses may govern various significant events within the business relationship, such as the termination of employment or contract amendments. In New South Wales, there are legally defined minimum notice periods that must be observed before terminating an employee. Instead of serving the notice period, an employer may opt to provide payment in lieu of notice – compensating the employee for the notice period and asking them to leave immediately.

If the agreed notice period is disregarded or the compensation is not delivered, you may have grounds to claim unfair dismissal. It is also essential to note that a notice clause generally governs both the notice an employer must provide and the notice an employee must give prior to resigning. For tailored advice on your situation, feel free to contact our employment lawyers.

Joint And/Or Severed Liability

This clause clarifies whether the parties share a joint responsibility for a particular obligation or if the responsibility falls solely on one party. Its implications can be highly significant if the business relationship deteriorates. In 2025, ensuring clarity in joint or severed liability provisions is more critical than ever, given the increased complexity of multi-party contracts.

Jurisdiction And Governing Law

Although technically separate, jurisdiction and governing law clauses typically align to specify the legal framework that governs the contract and the forum in which disputes will be resolved. Since law and its application can differ across states and countries, these clauses are essential in determining how contractual disputes are managed. In 2025, with the growing prevalence of interstate and international contracts, careful selection of the appropriate governing law and jurisdiction is paramount.

Interpretation

An interpretation clause sets out the rules of construction that the parties agree to follow when reading the contract. This is designed to provide certainty and consistency, helping avoid unnecessary repetition and misinterpretation. In modern contracts, such clauses prevent long-running ambiguities and foster smoother dispute resolution. For further insight into how clear drafting supports contract clarity, you might explore our article on contract enforceability.

Typically, an interpretation clause also includes a statement that headings are for convenience only and do not affect the meaning of the agreement. However, if issues arise, it is advisable to review this clause alongside the main contract to ensure that no ambiguities or inconsistencies affect your rights.

In 2025, as digital transformation reshapes the way businesses operate, boilerplate clauses are being continuously updated to address new risks – including cybersecurity and data privacy challenges. Companies are advised to review these clauses periodically and customise them to safeguard against modern uncertainties. Engaging with experts through services such as our contract review services and exploring our intellectual property guidance can help ensure that your agreements remain robust and fit for the modern business climate.

Need Help With A Boilerplate Clause?

While boilerplate clauses might appear straightforward, each serves a distinct and indispensable purpose within a contract. They often come into play during disputes, ensuring that all parties remain clear about their rights and responsibilities in an increasingly complex legal environment.

Even though these clauses are derived from standard language, they are frequently customised to reflect the unique risks and contingencies relevant to the specific business relationship. This individualisation helps ensure that aspects such as force majeure events, indemnity obligations, and confidentiality measures accurately mirror your operations in 2025.

If you have any questions about boilerplate clauses and their practical application, feel free to reach out to us for a free, no-obligation chat at team@sprintlaw.com.au or 1800 730 617.

Will Tinney

Will is currently completing his Juris Doctor at the University of Melbourne and is interested in helping to provide equitable and efficient access to legal resources.

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