"Boilplate" Provisions in Business and Commercial Contracts: Traps for the Unwary



  • Available Until 4/18/2026
  • Next Class Time 12:00 PM CT
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 04172024
  • MCLE Credits 1 hour(s)

Course Price: $89.00


The “back of the book” provisions of common business, commercial and real estate agreements are often labeled “boilerplate,” copied and pasted from earlier agreements. But when disputes arise, these overlooked provisions – related to damages, choice of law and forum, notice, integration, and amendments – can determine the fate transaction. These provisions, if not closely examined in the context of every agreement, can provide grounds for litigation – or threats of litigation. This program will provide you with a practical guide to drafting essential “boilerplate” provisions with an emphasis on reducing risk.


  • Damages – types, limitations, drafting traps
  • Choice of law/choice of forum – what the law allows v. what parties prefer
  • Amendments – forms of written amendments, email, and course of dealing
  • Notice – adapting methods to digital communication, traps
  • Integration – conversations, extraneous writings, and assumptions


Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.