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CONTRACTS* CHECKLIST

Choice of Law

  • Does contract contain language stating it is governed by Illinois law with venue in Peoria County, Illinois?

Capacity

  • Is this type of contract consistent with BU’s mission, applicable laws, regulations, policies and procedures?
  • Does BU have a history of contracting for this type of good or service?

Default/Breach

  • Are events that constitute a default/material breach listed?
  • Is there a specific method for providing notice of default/breach?
  • Is there an opportunity to cure? If so, what is the time period and it is reasonable?

Effective Date and Termination

  • Does the contract specify the month, day and year of when the contract begins and when it ends?
  • If the agreement provides for termination at any time prior to the end of the contract:
    • Does the agreement allow both parties to terminate? If not, why is only one party permitted to terminate?
    • Are circumstances allowing termination clearly identified?
    • Is advance written notice of termination required? Contract should require advance written notice and identify the contact for receipt of notice.
    • Is there a right to cure (e.g., a period of time to fix the problem) before the contract is terminated?
    • Does the agreement provide for payment to the institution for services performed by the institution up to the date of termination on a pro rata basis?
    • Does the termination impact other rights and obligations that accrued before the termination? If yes, specify what rights/obligations.
    • Does the agreement allow us to cancel the contract in whole or in part without penalty due to non-appropriation of funds or failure of the contractor to comply with the terms?

Insurance

  • Do the vendor’s services bring an inherent risk of liability to Bradley University? If so, a Certificate of Insurance from the vendor may be required.
  • If a vendor requires a Certificate of Coverage from Bradley University, please contact the Office of General Counsel

Length of the Agreement

  • Does the contract have a specific end date or is it renewable?
  • Is the renewal/extension automatic such that the agreement provides for renewal or extension unless we provide notice of non-renewal/extension by a specific date? To avoid inadvertent renewal of a contract because notice of non-renewal was not timely given, consider a clause that provides for termination unless both parties or only Bradley University provides notice of intent to renew.
  • If renewal/extension is not automatic, does it require mutual consent of both parties to renew or extend the contract?

Liability Clauses

  • Indemnification and Hold Harmless- Does the contract include limited indemnification language? (e.g., Educational institution agrees to hold Party X harmless to the extent that any of the liability, claim, loss or damages arises out of the negligent act or omission of any employee, officer or agent of the educational institution, while acting in the scope of their employment; Avoid this language: Educational institution agrees to defend and indemnify Party X for all claims and losses arising out of the contract)

Miscellaneous Remedies

  • Strike any clause which suggests that the prevailing party shall be entitled to recover court costs and attorney’s fees in the event of litigation. The law that applies to the type of lawsuit that is brought will determine whether a party can recover attorney’s fees and costs.
  • Strike any clause which suggests that Bradley University agrees to be sued for specific performance. This remedy is a form of equitable relief where a court orders a party to a contract to perform what the party has promised to perform.

Parties

  • Ensure that Bradley University is identified as a proper party by using: “Board of Trustees of Bradley University” or “Bradley University”
  • Do not use an individual’s name (e.g., Professor John Doe)
  • Provide a point of contact for each party (name, address, email, telephone)

Signature Authority

  • Does the person signing on behalf of Bradley University have written delegated signature authority for this type of agreement? The Agreement should state that the individual signing on behalf of both parties has authority to sign.
  • Signing without appropriate delegated authority or without obtaining either Board or administrative approval, where required, may lead to personal liability for performance of the contract and for any damages.

Subject Matter

  • Is the contract language clear as to what is expected and specific in the description of who does what, when, where, how and the cost involved.
  • Have any addenda or exhibits further describing the subject matter been properly labeled, identified clearly and consistently, and attached to the contract?
  • Does the contract clearly state any and all per diem expenses or travel expenses that comply with Bradley University rules?
  • Does the contract specify the time, place and method of payment?
  • Does the contract involve access to secure information (PII, education records, PCI, etc.) such that specific information security and confidentiality provisions should be considered?

* Whether a document is called an Agreement, a Letter of Agreement, a Memorandum of Understanding (MOU), a Memorandum of Agreement, a Letter of Understanding, a Purchase Order or any other obligation, if it creates legal obligations on the part of Bradley University and another party, it is a binding CONTRACT.