Draft an entire agreement clause that correctly displaces earlier drafts, term sheets and oral assurances.
Law & Contract Management
Boilerplate Clauses on Entire Agreement, Severability, Waiver and Notices
Learn to draft and negotiate the boilerplate clauses that decide real disputes: entire agreement, severability, waiver, variation and notices provisions.
🗓️Duration5 training days
📚Content4 modules · 8 sessions
🎓On completionAccredited attendance certificate
About the programme
Course Overview
General provisions at the back of a commercial contract are often copied from the previous deal without real thought, yet entire agreement, severability, waiver and notices clauses are exactly the wording courts examine when a dispute reaches litigation. This course treats boilerplate as drafting that deserves the same rigour as the commercial clauses it sits behind. Participants learn to draft an entire agreement clause that correctly displaces earlier drafts and oral assurances while deciding whether to carve out fraud, and to distinguish it from a non-reliance statement that affects misrepresentation claims. Sessions cover severability and blue-pencil drafting, including when a savings obligation to renegotiate a replacement clause is needed because a court will delete wording rather than rewrite it. The course examines anti-waiver and no-oral-modification clauses against real patterns of waiver by conduct, so commercial teams stop making informal concessions that undermine a carefully drafted contract. The final sessions cover notices clauses, deemed-delivery timing, assignment, counterparts and the exclusion of third-party rights. Participants leave able to draft a boilerplate section that protects their organisation rather than one assembled from habit.
Expected Learning Outcomes
Decide when fraud or misrepresentation should be carved out of an entire agreement clause's exclusions.
Draft severability and savings clauses that keep a contract alive after a court removes unenforceable wording.
Distinguish blue-pencil severance from jurisdictions where a court may rewrite an unenforceable clause.
Draft anti-waiver and no-oral-modification clauses that reduce the risk of waiver by conduct.
Draft a notices clause with deemed-delivery timing that will hold up when serving a termination notice.
Draft assignment, counterparts and third-party rights clauses consistent with the rest of the boilerplate section.
Who Should Attend
In-house counsel responsible for the general provisions section of commercial contract templates.
Private practice lawyers negotiating boilerplate clauses on behalf of commercial clients.
Contract managers who serve notices, including termination and default notices, under live contracts.
Commercial and sales teams who negotiate final contract wording without dedicated legal support.
Paralegals and legal operations staff maintaining clause banks for standard contract provisions.
Company secretarial and legal teams handling assignment and variation requests under existing contracts.
Course Modules
Select any module to see its sessions and points.
01Entire Agreement and Pre-Contractual Statements
2 sessions · 8 points
Session 1Drafting Entire Agreement Clauses
- Draft an entire agreement clause that identifies every document forming the final contract, including schedules.
- Explain why an entire agreement clause displaces earlier drafts, term sheets and oral assurances made in negotiation.
- Decide whether to carve out fraud or fraudulent misrepresentation from the entire agreement clause's exclusions.
- Check that referenced schedules, annexes and appendices are actually attached before the clause takes effect.
Session 2Interaction with Misrepresentation and Collateral Warranties
- Distinguish a non-reliance statement from an entire agreement clause and draft both with a consistent effect.
- Assess how an entire agreement clause can exclude liability for pre-contractual misrepresentation.
- Identify when a separate collateral warranty is needed because the entire agreement clause would exclude it.
- Review disclosure letters and side correspondence for statements that should be captured in the main agreement.
02Severability and Keeping a Contract Alive
2 sessions · 8 points
Session 1Severability and Blue-Pencil Drafting
- Draft a severability clause that lets a court remove an unenforceable provision without invalidating the contract.
- Apply blue-pencil drafting principles that allow deletion of offending wording without rewriting the clause.
- Identify contract terms, such as core payment obligations, that severability clauses cannot realistically rescue.
- Compare jurisdictions where courts will rewrite an unenforceable clause against those that only delete it.
Session 2Savings Clauses and Renegotiation Obligations
- Draft a savings obligation requiring the parties to negotiate a replacement clause after severance in good faith.
- Set a time limit and escalation route for renegotiation so an open replacement obligation does not stall work.
- Assess the commercial risk of leaving a severed clause unreplaced for pricing, liability or exclusivity terms.
- Record how a severed and replaced clause is documented through a contract amendment, not informal correspondence.
03Waiver, Variation and No-Oral-Modification
2 sessions · 8 points
Session 1Anti-Waiver Clauses and Waiver by Conduct
- Draft an anti-waiver clause stating that a delay or failure to enforce a right does not waive that right later.
- Explain how a party's consistent conduct can still create a waiver or estoppel despite an anti-waiver clause.
- Advise commercial teams to reserve rights expressly in writing when tolerating a breach for business reasons.
- Review correspondence for informal concessions that could later be read as waiver of a contractual right.
Session 2Variation Clauses and No-Oral-Modification Risk
- Draft a no-oral-modification clause requiring all variations to be agreed in signed writing by both parties.
- Explain the limits courts have placed on enforcing no-oral-modification clauses against later conduct.
- Set an internal sign-off process so operational staff cannot vary contract terms through emails or side talks.
- Document any agreed variation formally, referencing the clause being amended and the effective date of change.
04Notices Clauses and Other Standard Boilerplate
2 sessions · 8 points
Session 1Drafting Enforceable Notices Clauses
- Draft a notices clause naming permitted delivery methods, such as courier, registered post or email.
- Set deemed-delivery timing for each permitted method so both parties know when a notice takes effect.
- Require parties to update notice addresses after a change of registered office or nominated contact.
- Check that a termination or default notice is served strictly in accordance with the notices clause.
Session 2Assignment, Counterparts and Third-Party Rights
- Draft an assignment clause that states whether consent is required before transferring contractual rights.
- Use a counterparts clause so parties can sign identical copies separately and still form one binding agreement.
- Decide whether to exclude third-party rights under statute so only the contracting parties can enforce it.
- Review the full boilerplate section together, since these clauses interact and are rarely negotiated alone.
What the participant receives
4 course modules
A structured syllabus
8 training sessions
across 5 days
32 detailed points
Applied, detailed content
Accredited attendance certificate
On completing the programme
Complete your registration
We will contact you within one business day to confirm.
Ready to start?
Reserve your seat and start building the skill.