- Liability clauses and exposure;
- Insurance clauses, exposure and requirements;
- Indemnification clauses; Other risks-reputation, finances, privacy, proprietary, etc
It is important for all Faculty and staff to be aware that anytime they are signing a contract, agreement or Memorandum of Understanding(MOU) with another party external to the University, they are binding the University to all the terms and conditions as outlined in the agreement.
It is therefore best to ensure that all parties clearly understand
the inherent risk associated with all the aspects of the agreement
and with whom the responsibility rests in the event that something
goes wrong. This involves research grants, contracts for the
provisions of services, booking offsite facilities, the use of space
by external groups and individuals (paid and unpaid).
The folllowing items should be considered when you review contracts, agreements, MOUs prior to signature:
- It is advisable to have a signed agreement or contract in all cases;
- Any "hold harmless" or "indemnification" or "liquidated damages" language should be reviewed with one of the Enterprise Risk Management or Legal Services staff. The other party will likely attempt to have the clauses worded in a manner that transfers the greatest degree of risk to the University. Correspondingly the University will wish to insert a clause limiting the risk for which it takes responsibility.
- Contractors providing services must have adequate insurance and must provide insurance certificates to prove such coverage. Enterprise Risk Management can advise on those requirements.
- Contractors providing services must be stated to be independent contractors and not emplyees or agents of the University.
- Where we are providing services and the other party wants representation regarding our insurance, Enterprise Risk Mangement can provide such representation.
- Contracts should be implemented according to the laws of the Newfoundland and Canada. Consult with Enterprise Risk Management or Legal Services staff if this is a problem.
- Contracts should specify a University administrator who is aware of the contract terms and who ensures the University carries out its responsibilities under the contract. The administrator has the responsibility to provide copies to those University units obligated by the contract.
- When in doubt about the risk or legality of any clauses contact Enterprise Risk Management or Legal Services before signing.