You have the details of your hotel or convention center meeting under contract. Yet the success of your meeting may well depend on the satisfactory performance of vendors. Let's review some of the common issues-the nuts and bolts-of vendor contracts.
Parties Make sure you have the correct legal (as well as trade) name of the vendor.
Authority If someone is acting as an agent for another, specify both the individual and the entity represented. The individual should clearly have this authority. If in doubt, ask that someone who clearly does have authority sign the contract.
Purpose The transaction should be described in terms that include the benefits that each party is to receive. This helps clarify interpretation in the future.
Duties You may require the vendor to perform according to an RFP (request for proposal) and accepted professional standards. Incorporate by reference any documents submitted by the vendor claiming high standards or superior skill, and attach to the contract.
Terms Make your terms specific, with a detailed time and task schedule. By emphasizing the vendor's timetable, you'll have a stronger position to require strict compliance-and to collect damages caused by vendor delays. Bear in mind, however, that your organization may be exposed to damages if the delay is its own fault.
Independent Contractor Work only with vendors as independent contractors, to avoid exposure to liability for their acts or for such employee benefits as unemployment.
Ownership Where applicable, you want to own all work and data developed under the agreement, have the right to inspect work in progress to assure contract compliance, and have all work turned over on completion of performance or termination.
Confidentiality Stipulate that information your organization provides to vendors be held confidential, and not to be released without prior written authorization.
Payment Spell out terms of payment in detail, with a cost ceiling if possible. Tie it directly to performance. Where applicable, you may wish to have review and approval rights for each phase before payment is made.
Termination The group's right to terminate and the manner of providing notice of termination (such as in-person) should be specified. This clause is an important part of meeting quality control.
Arbitration You may wish to include arbitration of vendor contracts using a Standard American Arbitration Association Commercial Arbitration clause, although I have previously noted problems with arbitration. If you so choose to negotiate, you can have arbitration clauses in contracts with vendors, and not in contracts with hotels and convention centers.
Indemnification Require the vendor to indemnify and hold harmless your organization for injury or damage resulting from vendor's negligence-and expect, in negotiation, for the agreement to become reciprocal.
Waiver Allowing a waiver of one instance of breach of contract should not be interpreted as a waiver of any other such instance. Allowing individual waivers lets you make negotiated adjustments for unsatisfactory vendor performance in noncritical areas.
Assignment A contract should not be subject to assignment (transfer of performance) to another vendor without your permission.
Survival Identify clauses that continue after the agreement is over. These might include confidentiality, ownership rights, arbitration, indemnification, and waiver.
Merger The contract should represent the entire agreement of the parties, especially when previous drafts, an RFP, or a proposal have been circulated and could create confusion in interpretation. Include in your final written contract all things of importance to you in the negotiations-both verbal and written.
