Contract Termination Provisions:
In most cases where the University is receiving a service, the University should have the flexibility to terminate should circumstances change. Therefore, seek language that allows the University to terminate without cause. In addition, contracts typically allow for termination based on certain trigger events (i.e., termination with cause). Consider whether the trigger events are significant enough to justify termination and whether a cure period (a period of time during which the offending party can regain the confidence of the other party) is appropriate.
Termination will usually require advance written notice. Consider whether the notice periods are sufficient and would allow you to find a suitable replacement before the termination date.
Discuss what will happen to the fees upon termination. If the fees are prepaid for the term, will you seek a partial refund? Consider that length of the contract and the amount of fees. Beware of language that requires payment of fees for the remainder of the original contract term.
Please consult with the Office of General Counsel when negotiating termination language. (Last reviewed on Dec. 1, 2011)
Understand what types of information need to be exchanged to facilitate the business discussion or services and be sure the definition of "confidential information" accurately reflects that understanding. The University's confidentiality obligations should always be subject to other legal and practical considerations. For example, the University's duty to disclose records in compliance with GRAMA (open records law) or whether any third parties will need access to information (e.g., other vendors (system integration), consultants or subcontractors etc.). Also consider, practically, how will "confidential" information be identified? If written, should it be marked confidential? If oral, does it need to be documented? How long does the information need to be protected? What happens to confidential information once the relationship ends? Does it need to be returned or destroyed? Do you need to retain a copy for archival/audit purposes? In all cases, please contact the Office of General Counsel to review any non-disclosure or confidentiality language. (Last reviewed on Dec. 1, 2011)
University Policy 3-004 addresses the process for signing of contracts and other "official documents." Routine documents such as campus orders, limited purchase orders, travel reimbursement, etc. may be signed by a dean, director or department chair. All other contracts must be signed by the cognizant Vice President, the President, or other person delegated that authority by the cognizant University officer.
Certain categories of contracts such as real estate transactions (including leases), financing, and other banking transactions, should be signed by the Vice President for Administrative Services. Other contracts are typically signed by the Vice President with oversight responsibility for the particular project. A listing of examples of official documents by Vice Presidential area is found at R3-004A. (Last reviewed on Dec. 1, 2011)
University Taxpayer I.D. Number:
The University has more than one taxpayer ID number. The general number is 87-6000525. Please see the University's Form W-9 at http://fbs.admin.utah.edu/download/Tax/W9.pdf. For other numbers, such as those used for the University's health care operations, please contact University Tax Services in 411 Park Building at (801) 581-3428. (Last reviewed on Dec. 14, 2011)
Yes! Vendor's increasingly attempt to cap their liability for all types of damages under a contract (even when they are at fault) to the purchase price of the product or services. In many instances, a vendor may cause harm to the University or other parties well beyond the cost of the product or services (examples include defective products, negligent services, loss of protected health information or other confidential information, or other causes.) These liability limitations should be avoided or carefully negotiated with assistance from the Office of General Counsel. (Last reviewed on Dec. 1, 2011)