Commercial clauses

Commercial clauses

This subtopic focuses on commercial clauses used in commercial business-to-business contracts. For general information on the form and structure of commercial contracts, see Practice Note: Structure and form of commercial contracts.

For information on definitions to use in commercial contracts, see: Definitions—overview. For information on business-to-business boilerplate, see: Boilerplate clauses—overview.

Purpose of commercial clauses

Commercial clauses are those operative provisions in business agreements which set out the balance of commercial risk agreed between the parties when fulfilling their primary obligations under the contract. They may be common to a wide variety of commercial contracts, but they are not considered to be boilerplate. Examples include limitation of liability, indemnities, and price and payment provisions.

Parties should always assess the suitability and enforceability of particular commercial clauses in the context of the contract they are negotiating. For example, a limitation on liability clause agreed between two parties with broadly equal bargaining power in a contract that has been individually negotiated may not be valid in another contract between a market leader using its standard terms.

Precedent commercial clauses

The Precedent commercial clauses available within this subtopic

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