Contract Review Hints

• Please specify School and Department as contracting party — not just “Virginia Commonwealth University.”
  
  
• As an entity of the Commonwealth of Virginia, VCU may not agree to be bound by the laws of another state or a foreign country. Please specify “Laws of the Commonwealth of Virginia” or remain silent on this matter.
  
  
• Do not agree that other party is “entitled” to have any specific relief in event contract is breached by VCU. Party may “seek to obtain” relief from court. VCU may not “waive trial by jury.”
  
  
• Each of the contracting parties should be responsible for their own negligence or misconduct. VCU may not agree to indemnify or hold other party harmless from its own negligence or misconduct.
  
  
• VCU is a publicly funded, sovereign state entity. VCU is willing to accept responsibility for acts and omissions of our own employees, students and others, but cannot transfer sovereign immunity to, nor accept liability for, non-state actors.
  
  
• Limitations on liability of vendors or contractors should be frowned upon. At a minimum, what VCU may recover from vendor or contractor should be reasonably related to likely risk of harm resulting from goods or services purchased.
  
  
• Access to the University’s property, facilities and records should be limited for vendors and contractors. VCU should always require reasonable advance notice of audits, servicing of equipment and the like.
  
  
• Information about the University, employees or students should not be disclosed or released to vendors or contractors except in accordance with law. Any disclosure should be essential to contractor’s performance of duties, kept confidential, not disseminated further and destroyed or returned at conclusion of contract.
  
  
• Addendum of the “Terms and Conditions for State Contracts” is available from VCU Procurement and Purchasing and applies to every contract for the purchase of goods and services. These take precedence over vendor’s terms and conditions.
  
  
• Include identification and contact information for designated representatives of both parties in event notice is required for any reason. A reasonable means and timeframe for advance notice should be specified as well.
  
  
• Is there a benefit to VCU from the contract? Beware of contract terms such as “VCU does the work,” or disclaimers or high costs, especially upfront.
  
  
• Escape clause — VCU should be able to cancel the contract without penalties, justification or complications.
  
  
• Make sure requisite approvals are in place and that signatories who have delegated authority to sign binding contract are designated.