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The Boilerterms Revolution
Contracts frequently contain terms that are similar or identical to terms in other agreements of a similar type.  These terms are known as contract boilerplate.  Contract boilerplate generates a number of benefits for contract users.  At the same time, it also generates problems.

First, contract boilerplate is frequently poorly drafted.  Clients are, as a rule, unwilling to pay their attorneys to pore over miscellanea. Accordingly, most lawyers devote relatively little time to researching the boilerplate provisions that appear at the back of a contract. Instead, they devote the preponderance of their attention to business terms at the main body of a contract.  While this decision is both rational and economical, it frequently results in imperfect boilerplate terms.

Second, contract boilerplate can be stubbornly resistant to change.  Even in the face of an external shock — such as a judicial decision that alters the accepted meaning of the boilerplate — contract drafters rarely take the time to revise their boilerplate.  Instead, they continue to rely on prior templates that contain outdated language.

Third, there are many small variations in the way that contract boilerplate provisions are drafted. When boilerplate language in one contract is slightly different from boilerplate language in another contract, a judge may conclude that the difference was intentional even when it was not.  The lack of standardized language across many contracts will occasionally lead to judicial decisions where a linguistic variant is accorded an unintended significance.

The Boilerterm represents an elegant solution to each of these problems.

What Are Boilerterms?
A Boilerterm is a code that serves as a substitute for a piece of boilerplate language that typically appears in at the back of a contract.  The code incorporates by reference language in a separate document that spells out the content and intended meaning of the contract provision. 

To illustrate how Boilerterms operate in practice, consider the following example.  The contracting parties want to enter into a consulting agreement.  Instead of writing a standard choice-of-law clause into their agreement, the parties write the following: Boilerterm COL — Broad (New York).

The word “Boilerterm” signals the parties’ intent to incorporate language from the Boilerterms system into their agreement.  The word “COL—Broad” indicates that they want their choice-of-law clause to select the broadest possible swath of the chosen jurisdiction’s law.  The word “New York” conveys their intent to select New York law.  To ascertain what the parties intended when they selected this term, one need only consult the official companion to the Boilerterms to discover the following guidance:

Boilerterm COL – Broad (Name of Jurisdiction)
Contract Law	The parties select all of the contract law of the chosen jurisdiction.
Non-Contract Law	The parties select the tort and statutory law of the chosen jurisdiction to govern non-contractual claims that relate in some way to the agreement.
Conflict of Laws	The parties do not select any conflict-of-laws rules of the chosen jurisdiction that would lead to the application of the law of another jurisdiction. The parties select the conflict-of-laws rules of the chosen jurisdiction that would lead to the application of the law of the chosen jurisdiction.
Statutes of Limitations	The parties select the statute of limitations of the chosen jurisdiction to govern claims covered by the clause.
Federal Law	The parties select all potentially applicable provisions of federal law except for the United Nations Convention on Contracts for the International Sale of Goods.
Temporality	The parties select the laws of the chosen jurisdiction that are in effect at the time the lawsuit is filed.

The widespread adoption of Boilerterms for choice-of-law clauses and other boilerplate terms would help to resolve interpretive disputes relating to these provisions. The choice-of-law clause appears straightforward but is actually riddled with words that have a hidden meaning.  In replacing these words with a formal code that refers the reader to a key in which everything is spelled out clearly, the intended meaning of the clause is made clear.