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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Health

Date & Time
  • event Date

    Wednesday, October 29, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

$297.00

This course is $0 with these passes:

CLE
ALL

This CLE course will guide healthcare counsel using boilerplate provisions in healthcare contracts. The panel will discuss identifying and avoiding the pitfalls of boilerplate contract clauses in these agreements. The panel will also provide insight into structuring individualized language to fit the circumstances of the transaction.

Faculty

Clevonne M. Jacobs
Principal & Founder
Creating Equity, PLLC

Ms. Jacobs focuses her practice in the area of healthcare transactions. Calling upon her years of dedicated experience, she provides practical, pragmatic advice to help her clients achieve their strategic goals. Within the highly regulated health care industry, Ms. Jacobs advises clients, including hospitals, health systems, AMCs and large physician groups, on transactions. She serves as a regulatory adviser, providing fraud and abuse analysis in the context of a deal and ensuring her clients remain compliant with the regulations that govern health care transactions.

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David Sharrow
Partner
Parent: Orrick, Herrington & Sutcliffe

Mr. Sharrow is a skilled advisor on intellectual property (IP) strategy, protection, and commercialization matters. With over 25 years of experience, he specializes in guiding premier life sciences and tech companies, shaping intellectual property strategies, protection and commercialization and facilitating crucial collaboration, partnering and licensing agreements for strategic success. Mr. Sharrow brings a wealth of expertise, focusing on diverse cutting-edge technologies, including life sciences (biotechnology, pharmaceuticals, medical devices, digital health, genomic technology), fintech, artificial intelligence, information technology (hardware, software, SaaS, and database solutions), edtech, renewable energy, sustainable technologies, AR/VR and cybersecurity. He advises clients on corporate partnerships, strategic alliances and licensing agreements with leading U.S. and global entities, as well as major research universities and institutes. Mr. Sharrow's experience includes navigating the IP and technology aspects of venture capital financings, public offerings and some of the largest M&A transactions involving venture-backed companies.

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Description

Boilerplate provisions are trivialized by some and overlooked by many. However, they have the potential to significantly impact the transaction. Boilerplate provisions are often cut and pasted from one contract to another without much thought about the potential impact of their use. However, these clauses conceal significant legal and business implications that can produce unwanted future results if not tailored to the specific circumstances of the transaction.

Automatically inserting a boilerplate provision into an agreement can unintentionally defeat the contractual intent of the parties and cause significant losses. For example, boilerplate provisions may include a statement that remedies are cumulative. This may contradict remedy provisions that were hotly contested and painstakingly negotiated as part of the agreement's indemnification section.

Best practices call for negotiating and drafting such clauses, as well as others, in anticipation of future disputes.

Listen as our authoritative panel of healthcare attorneys examines the use of boilerplate clauses in healthcare contracts. The panel will discuss identifying and avoiding the pitfalls of boilerplate contract clauses in healthcare contracts/transactions. The panel will discuss standard boilerplate provisions in healthcare contracts and the pitfalls of cutting and pasting provisions. The panel will offer best practices for avoiding pitfalls by drafting individualized clauses to suit the particular circumstances of the transaction.

Outline

I. Common boilerplate clauses

A. Entire agreement clauses

B. Arbitration

C. Remedy

D. Survival of reps and warranties

E. Merger

F. Multiple agreements

G. No third-party beneficiaries

H. Jury waiver

I. Assignment

J. Notice

K. Waiver

L. Force majeure

M. Choice of law and jurisdiction

II. Pitfalls of cutting and pasting provisions

III. Practical application of boilerplate clauses in healthcare contracts

Benefits

The panel will review these and other key issues:

  • What strategies should healthcare counsel consider when drafting boilerplate clauses?
  • Which boilerplate clauses present the most significant challenges for healthcare entities and their counsel?
  • What pitfalls should attorneys watch out for when using boilerplate language? How can boilerplate provisions result in unintended consequences?