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Corbin on Contract Boilerplate Provisions is a guide for lawyers, contract managers, and in-house counsel that transforms complex doctrine into practical drafting strategies, showing how to structure boilerplate clauses that allocate risk, avoid litigation traps, and withstand judicial scrutiny.
Publisher: Matthew Bender
Corbin on Contract Boilerplate Provisions is an essential legal treatise for commercial lawyers, contract managers, and in-house counsel who understand that litigation outcomes often hinge on how boilerplate clauses are drafted. Built on the authority of Corbin on Contracts, this new volume translates complex contract principles into clear, actionable guidance. Readers will find practical strategies, model clauses with annotations, and insight into judicial trends that affect enforceability.
Covering a broad range of provisions—from indemnity and arbitration to unilateral modification and online agreements—this treatise helps legal professionals allocate risk effectively, prevent costly disputes, and draft agreements that stand up in court. Features include up-to-date coverage of federal and state decisions through 2025, drafting checklists, jurisdictional analysis, and tips to avoid common pitfalls. Whether reviewing terms in a high-stakes deal or constructing airtight clauses from scratch, this guide is indispensable for any practitioner navigating modern contract boilerplate.
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Chapter 1 Introduction
Chapter 2 Preliminary Agreements
Chapter 3 Offer and Acceptance
Chapter 4 Option Contracts and Rights of First Refusal
Chapter 5 Non-Operative Elements of Contracts
Chapter 6 Implied Performance Obligations
Chapter 7 Time of Performance
Chapter 8 Warranties and Disclaimers of Warranties
Chapter 9 Choice of Law
Chapter 10 Choice of Forum
Chapter 11 Disclaimers of Contra Proferentem
Chapter 12 Integration/Merger Clauses
Chapter 13 No Oral Modification and Non-Waiver Clauses
Chapter 14 Unilateral Modification Provisions
Chapter 15 Successors and Assigns
Chapter 16 Anti-Assignment and Anti-Delegation
Chapter 17 Anti-Waiver Provisions
Chapter 18 Third-Party Beneficiary Rights
Chapter 19 Severability
Chapter 20 Survival Clauses
Chapter 21 Confidentiality
Chapter 22 Restrictive Covenants
Chapter 23 Indemnity Clauses
Chapter 24 Attorney’s Fees and Costs
Chapter 25 Agreements to Modify Limitations Period
Chapter 26 Force Majeure Clauses
Chapter 27 Arbitration Provision
Chapter 28 Waiver of Jury Trial
Chapter 29 Managing When the Contract Ends
Chapter 30 Remedies: Drafting to Change the Default Rules
Chapter 31 Drafting to Win the “Battle of the Forms”
Chapter 32 Drafting Online Agreements