What is the main goal when changing standard legal words in a contract to fit a specific business deal or risk?

The main goal when changing standard legal words in a contract to fit a specific business deal or risk is to precisely align the contractual terms with the specific commercial agreement, the unique risks inherent to that particular transaction, and the true intentions of the parties. Standard legal words, also known as boilerplate clauses, are pre-written, commonly used provisions found in many contracts, such as clauses addressing governing law or force majeure. While they provide a foundation, they are generic and often do not perfectly capture the specific nuances of a singular business deal, which refers to the unique commercial arrangement negotiated between parties, encompassing specific assets, services, obligations, and objectives. Customizing these standard clauses ensures that the contract accurately reflects the mutual assent of the parties – meaning their genuine agreement and understanding of their respective rights and obligations. This precision is crucial for effectively allocating risks, which are potential adverse events or losses, between the contracting parties. For example, a standard limitation of liability clause might cap damages at the contract value, but for a high-risk software implementation, parties might specifically negotiate a higher cap or exclude certain types of damages to reflect the unique risk profile of that project. By tailoring the language, the contract provides greater certainty and predictability regarding its interpretation and enforceability. Certainty means that the outcomes of the contract are clear and foreseeable, reducing ambiguity that could lead to future disagreements or litigation. Enforceability refers to the ability of a court or other legal authority to compel compliance with the contract's terms. Modifications prevent a generic clause from being misapplied or interpreted in a way that contradicts the parties' actual agreement or fails to address specific transactional risks. Therefore, the primary objective is to create a legally sound, unambiguous document that meticulously governs the specific transaction, clearly assigns responsibilities, and mitigates future disputes by reflecting the exact commercial understanding and risk distribution agreed upon by the parties.