The provisions at the end of a contract are often dismissed as boilerplate, but assignment, severability, and entire agreement clauses frequently decide outcomes. These constructions determine who may perform the agreement, what happens when part of it fails, and whether prior statements have any legal effect. This article challenges the idea that boilerplate is unimportant and examines three provisions that reward careful reading. Our aim is to help readers recognize these clauses as substantive risk-allocation devices rather than as routine formalities.
We begin with assignment. An assignment clause governs whether a party may transfer its rights or obligations to another entity, and it typically specifies whether consent is required and what happens if a party assigns without consent. We compare clauses that prohibit assignment, clauses that permit assignment with consent, and clauses that permit assignment to affiliates or in connection with a corporate transaction. We explain how the drafting of these provisions affects the other party’s ability to control who performs the agreement, and we discuss the consequences of an unauthorized assignment. Readers will learn to check whether the clause covers both rights and obligations and whether it addresses partial assignments.
The article then turns to severability. A severability clause provides that if one provision is found invalid or unenforceable, the remaining provisions continue in effect. We analyze how severability clauses are drafted, including the difference between clauses that simply sever the invalid provision and clauses that authorize a decision-maker to modify the provision to preserve its intent. We explain how the wording of the clause affects the agreement’s resilience and how severability interacts with the rest of the document. Readers will learn to identify the saving language that determines whether the agreement survives a partial invalidity.
Next, we examine the entire agreement clause. Also known as an integration clause, it provides that the written agreement supersedes all prior negotiations, representations, and understandings. We discuss how these clauses are drafted, what they are intended to accomplish, and how they interact with representations and warranties elsewhere in the agreement. We also address the exceptions that drafters sometimes include, such as carve-outs for fraudulent misrepresentation or for documents expressly incorporated by reference. Readers will learn to check whether the clause is truly comprehensive or whether it leaves room for prior statements to influence interpretation.
Because these boilerplate provisions are frequently litigated, research into how similar formulations have been treated is essential. Readers who work with westlaw will find guidance on locating commentary about specific assignment, severability, and entire agreement formulations, and those who use westlaw classic will see how the interface supports clause-level searching. We explain how a westlaw log in session supports continuity when research spans multiple sittings, and how a westlaw log helps a researcher track which formulations have already been examined. For academic readers, we describe how westlaw university login access is typically used to support structured study of these provisions.
We also address the interaction among the three provisions. Assignment, severability, and entire agreement clauses do not operate in isolation; they interact with each other and with the rest of the agreement. We explain how drafters coordinate these provisions and what happens when they conflict. Readers will learn to identify the order of precedence among overlapping clauses and to assess whether the boilerplate is consistent with the substantive terms. This comparative reading is essential, because a clause that looks routine in isolation can create ambiguity when read alongside its neighbors.
Finally, the article offers a drafting and review checklist. We recommend testing each provision against several scenarios: an assignment to an affiliate, an assignment without consent, a provision held invalid by a decision-maker, and a prior representation that a party claims survives the agreement. We also suggest checking how the clauses define the parties’ obligations and whether the boilerplate provides a predictable framework for the agreement’s operation. Readers who combine this scenario testing with targeted research using westlaw edge or westlaw precision will be better equipped to evaluate whether these provisions are robust, balanced, and consistent with the agreement as a whole.