Governing law, dispute resolution, termination and more – why the 'boring bits' of your contracts could cost you.

They’re tucked away at the end of the contract. Everyone skims them. But boilerplate clauses can quietly shift risk, delay deals, or turn disputes into drawn-out dramas – all because they didn’t get a second look.

These so-called “standard” terms are the legal world’s version of terms and conditions: familiar, ignored, and full of consequences. Ask any in-house lawyer who’s been stuck in a multi-jurisdictional dispute or unpicking an auto-renewal clause with no exit route – they’ll tell you: these clauses matter!

They look routine. Low risk. Safe to leave alone – especially when the rest of the contract has been through three rounds of redlines and procurement scrutiny. But these “back-end” clauses often control where and how disputes are resolved, which law applies, whether a contract auto-renews – and how to get out of it, and what happens when things change or go wrong

A mismatch in governing law, a vague force majeure clause, or a messy dispute process can quietly stack the odds against you.

Here’s how to spot the silent killers in your contracts – and fix them before they bite..

Governing law & jurisdiction

What to watch for:

• Non-UK law or jurisdiction (if both parties are UK-based)
• Non-exclusive jurisdiction (can open the door to parallel proceedings)
• US governing law – especially risky in UK contracts

Fix it:
Default to English law and exclusive jurisdiction of the English courts unless there's a clear commercial reason not to. For cross-border matters, align your clause with your enforcement strategy.

Dispute resolution

What to watch for:

• Mandatory mediation with no deadline (hello, delays)
• Arbitration clauses with no seat, rules, or language defined
• Mixed mechanisms with no clear triggers or timelines

Fix it:
Keep it simple and specific. Define steps and deadlines. Only opt for arbitration where necessary (e.g. enforcement abroad or confidentiality concerns).

Termination

What to watch for:

• Auto-renewals with tight or hidden notice periods
• One-sided termination rights
• No termination for convenience
• Vague definitions of material breach

Fix it:
Clarify rights, timelines, and renewal terms. Add mutual convenience termination rights where it makes sense and avoid surprises.

Force majeure

What to watch for:

• Outdated language
• No obligation to mitigate
• No clarity on termination after a prolonged event

Fix it:
Modernise the language. Include pandemics, cyber incidents, or supply chain failures if relevant. Define notice and escalation processes clearly.

Entire agreement

What to watch for:

• Assumptions based on side conversations or emails
• Clauses that override genuine, relevant prior agreements

Fix it:
Make sure everything important is in the contract. If external documents matter, reference them clearly.

Notices

What to watch for:

• Outdated email addresses or contact names
• Delivery methods you don’t use in practice
• Overcomplicated or unrealistic timelines

Fix it:
Keep this clause updated – especially for long-term agreements. And make sure key people know where to find it.

Staying on top of boilerplate risk

The devil’s in the defaults

Boilerplate clauses might not be flashy, but they’re where risk often hides – and where many disputes begin. They deserve the same attention as your payment terms, service levels, or IP ownership.

Treat them as part of the negotiation, not a footnote. A few smart changes now can save a lot of pain later.