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Successful meetings require the services of providers who manage the practical aspects behind the scenes: audio visual, exhibit decorating, security, floral, transportation, tours, Internet connectivity, speakers, entertainment, and others. The contracts from these suppliers range from one-page handwritten forms to lengthy high tech extravaganzas in dazzling color. Long or short, no matter what the subject matter, here are some basic terms that a well-balanced supplier contract should include:
- Give all details of the services. Include dates, times, cost, location, etc. Make sure you are signing the contract, not the proposal, which is often overly vague. The actual contract should be quite specific.
- Specify payment arrangements. Note the amount(s) of deposit(s), when due, and exact terms for final payment.
- Include a Force Majeure clause. Without this provision, the group could lose its deposit or be held to payment if it must terminate the contract for causes beyond its control. Make sure the clause is mutual and not overly restrictive.
- State cancellation terms for the group. The further out cancellation occurs, the more reasonable it is to negotiate charges that cover only documented out-of-pocket expenses the supplier has incurred, i.e., nonrefundable deposits, printing, envelopes, postage, labor etc. If cancellation takes place closer to the meeting, damages due are more likely to provide for the supplier's lost profit from the canceled services.
- State cancellation terms for the supplier. If the supplier cancels or does not perform according to the material terms of the contract, the group is entitled to damages that include its costs relating to rescheduling the supplier services or products. Enumerate those costs.
- Check indemnification language. If there is an indemnification clause, make sure the language is mutual and holds each party responsible for its own negligence. There should also be an insurance provision stating that each party has coverage sufficient to indemnify the other.
- Allot responsibility for approvals. The approvals that are necessary to deliver services, such as floor plans, Fire Marshal, and permits, should be obtained by the supplier.
- Include service performance terms for a multi-year commitment. Many supplier contracts are negotiated for more than one year of a group's annual meeting, so be sure that your group has a way out if it is not satisfied with the supplier's performance or service levels or if the group's needs outgrow the supplier's capacity.
- Affirm independent contractor status. Each party is an independent contractor in relation to the other and this should be stated in the contract.
- Include the terms of signature. State that the individuals signing the contract are authorized to sign; the contract contains the entire agreement; the contract is still valid if any provision is enforceable; and other such statements that ensure that the contract will be binding and valid.
The above list assumes that the basic legal requirements for all contracts have been met, which include offer and acceptance, dual signature by competent parties, consideration, and handwritten changes dated and initialed by both parties.
(Note: This information is not intended to be "legal advice." A qualified attorney should be consulted to review all contract issues.)
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