Boilerplate is everywhere. Its use in contracts among unsophisticated parties -and in adhesion contracts between dominant repeat -players and their inexperienced and uncounseled customers -may not be surprising. Yet boilerplate is also pervasive in contracts -and contract negotiations -among sophisticated and recurrent contracting parties, ably represented by well-compensated counsel. While various explanations have been offered for this phenomenon -including transaction cost and network effect

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... theories -each is limited in its explanatory force. Here, I identify potential "strategic" functions of boilerplate in bargaining among sophisticated parties. While talk of "boilerplate" would seem to carry with it some vague sense of passivity and inertia, boilerplate mayin appropriate circumstances -serve as an effective weapon in bargaining parties' attempts to "win" negotiations.