 Hello, it's Waylon Chow and this is Contractual Terms and Defects, Module 2B, Part C. In this part of the module, we will look at boilerplate clauses. There are many different clauses that are commonly used over and over again in many different types of contracts. Lawyers refer to those clauses as boilerplate clauses. Standard form contracts often include a number of different boilerplate clauses including exclusion clauses which we've already looked at and also a number of other different ones. One type of boilerplate clause is called a force majeure clause. This type of clause essentially says that there is no breach of contract if a party cannot perform a contract due to an event beyond the party's control. So such an event would usually be what's called an act of God like a storm or a tornado or an earthquake or other events that are outside the party's control. Here is an example of a force majeure clause. You can see in paragraph 1.1 all the different events that are considered to be an event of force majeure including acts of God which would also include here a drought, a tidal wave of flood. We also have war. We also have act of foreign enemies, embargo, rebellion, revolution, civil war, radioactive contamination, nuclear waste, acts or threats of terrorism, all kinds of horrible things that are outside the party's control if one of those things happened. Then if they can't perform the contract that's okay. It's not a breach of contract. Many contracts include a confidentiality clause and such a clause would prohibit the disclosure of confidential information to a third party. Here's an example of a clause which says that the parties to the contract can use the confidential information only for the purpose of the contract which is to evaluate a business employment or investment relationship. Another common boilerplate clause is an arbitration clause. An arbitration clause requires disputes under the contract to be resolved by arbitration instead of court litigation. So instead of suing court the parties have to resolve their dispute by arbitration which quite often could be cheaper or faster. Now in the Rogers terms of service there is an arbitration clause and here it is which there's two sections for that, section 40 and section 41. Essentially if you look at section 40 what it's saying is that if there's a dispute under the contract the dispute has to be resolved by final and binding arbitrations. So in other words if you are a customer and you have a dispute with Rogers and you want to sue them you can only do so by submitting to this arbitration process which essentially Rogers has set up. Now so that takes away your right to sue in court in particular if the amount that you're suing for is under $25,000 you can't sue them in small claims court which could actually be cheaper and maybe even faster than going through Rogers arbitration process. Now in Ontario however just as a side note the Consumer Protection Act preserves the right of a consumer to sue in court even though a contract requires arbitration. So essentially this section, this arbitration clause in the Rogers contract is ineffective in Ontario. Ontario consumers still have the right to sue Rogers in court no matter what this contract says. A jurisdiction clause or a governing law clause specifies the law of which jurisdiction applies to the contract or specifically the laws of which province or the laws of which country. This clause also specifies the courts of which jurisdiction will deal with contract disputes. The governing law clause in the Rogers contract is in section 45. What it essentially says is that the governing law and the relevant courts are those of the province in which your billing address is located. So if you're a Rogers customer and you live in Ontario then Ontario law will apply and also if you need to sue Rogers or if they need to sue you that lawsuit would happen in an Ontario court. As well let's say if you lived in BC law would apply and any lawsuits between you and Rogers would happen in a BC court not in an Ontario court. A common boilerplate clause at almost every contract has is an entire agreement clause. Such a clause ensures that all of the terms of the contract are within the so-called four corners of the written contract and does not include any verbal promises that have not been put into writing in the contract itself. The Rogers contract also has an entire agreement clause and that's in section 43.