Copyright © 2017 ALM Media Properties, LLC. All Rights Reserved.
The first article in this series emphasized the need for thoughtful, strategic consideration when using boilerplate in contracts in order to minimize the likelihood of a problem down the road. This segment addresses three widely used contractual terms to illustrate the point: limitations on liability, merger (also known as integration), and indemnification. Too often, these concepts and provisions are given only casual consideration since they relate to that unpleasant scenario where a controversy might develop between the parties in the future. However, given the considerable cost and uncertainty of corporate and commercial litigation, it is wise at the point of contract formation to press the fast-forward button, to engage in prospective risk management and to minimize the chances of encountering unforeseen pitfalls.