Contract Refresher Serves as Latest Program in LVAIC Business Process Learning Series
November 5, 2019, @ 3:55 PM
As a continuation of the LVAIC Business Process Learning Series, LVAIC hosted a Contract Terms and Language Review event on Tuesday, October 29 at Moravian College.
This event hosted 24 members of the LVAIC community from finance and administration to technology and purchasing staff. Signing contracts is an almost daily task for many people in higher education, but understanding contract language can help prevent millions of dollars in costs you weren’t aware you were signing off on. This event featured two attorneys from Fitzpatrick, Lentz & Bubba, P.C., Kenneth R. Charette and Timothy D. Charlesworth, who took attendees through typical contract language around both services and hard-goods. They outlined important language of which everyone should be aware or add to contracts. These terms and conditions protect the campuses from unnecessary spending, as well as additional liability in regular and principal purchasing processes.
As Charette and Charlesworth noted, “Prevention is always better than finding a cure.” In this way, they explained that contract terms and conditions are a way to provide a clear roadmap for resolving a dispute. In addition to outlining common types of agreements, the presenters also shared examples of “bad” contracts that would fail to hold weight in a legal dispute. This included sharing a copy of typical terms and conditions with conflicting statements. In this case, the buyer and seller must turn to the Uniform Commercial Code.
The clear message throughout the program was to ensure that all terms and conditions are as clear as possible. Further, while many campuses gravitate to utilizing terms and conditions in contracts that are standardized, some purchases need more tailoring. This tailoring allows the contract to create specificity. In the case of software contracts, for example, this may include data breach coverage, functionality, date of “official software acceptance,” and how often the software must properly function to create a standard level of quality. In the case of goods and services, the contract should always specify price and its subsets, including shipping, taxes, duties, and date of price expiration.
The presenters demonstrated the need for this specificity with the example of “delivery date.” Should the contract payment terms depend on the date of delivery, that date can be disputed in a legal disagreement. The contract should outline if delivery means acceptance of product, when the product is available for pick-up, or other circumstances.
Another common topic of debate in terms and conditions is the governing region. Depending on the headquartered location of the buyer and seller, different laws apply and different governing code rules the final decisions. Those signing contracts in the LVAIC community must ensure Pennsylvania is the ruling body.
Overall, this session provided the chance for members of the LVAIC community to learn more about the details of contracting and purchasing. However, it also offered the chance for networking, sharing, and collaborating. While the campuses have each other as a resource, they also have the opportunity to reconnect with the presenters. More information about both Charette and Charlesworth is available on the event page of the LVAIC website and on the Fitzpatrick, Lentz, & Bubba, P.C. website.
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