Contract Review Process

Procurement reviews all contracts as part of the signature process to ensure they meet university guidelines and include Yale’s preferred legal language. However, it is highly recommended that the submitting department also conducts a thorough review of the contract before submission. This preliminary review from your end helps to expedite the process and ensures that the contract aligns with the specific needs and expectations of your department. Procurement can provide guidance on what to look for during your review. 

Procurement understands most hotels/conferences/event spaces will be on the vendors paper so it helps to ask and confirm about the following before submitting your Purchasing Intake Portal request to Procurement:

1. Correct Legal Names:

   • Ensure the contract correctly lists "Yale University" as the contracting party, not "Yale Law School" or an individual's name. The other party's full, correct legal name should also be present.

2. Clear Scope of Work:

   • What, When, Where: The contract must clearly define the specific services being provided (e.g., catering menu, AV equipment, number of hotel rooms, size and capacity of event space), the exact date(s) and time(s) of the event/service, and the location. Vague descriptions can lead to misunderstandings later.

3. Payment and Cost Details:

   • Total Cost: Is the total price, including all fees (service charges, gratuities, etc.), clearly stated?

   • Payment Schedule: The deposit amount and the schedule for all payments should be explicitly listed. Remind them that Yale’s Standard payment terms are NET45 so deposit invoices and final bills should be sent accordingly to line up with dates.

   • Invoicing: Instructions should specify that invoices be sent to the YLS Business Office or Yale's Accounts Payable department, not an individual.

4. Cancellation and Termination Clauses:

   • This is one of the most critical areas. What are the financial penalties if Yale needs to cancel? What is the deadline to cancel without penalty or with a reduced penalty? A clear, tiered cancellation schedule (e.g., 90 days out vs. 30 days out) is preferable.

   • The clause should also address what happens if the vendor cancels.

5. Insurance and Liability (Indemnification):

   • Insurance: Mention Yale’s standard language: Insurance. At all times during its performance under this Agreement, Consultant shall obtain and keep in force (a) Comprehensive General Liability insurance against all claims of bodily injury, death, or property damage with a combined single limit of $2,000,000 each occurrence and $2,000,000 aggregate; (b) Workers’ Compensation within statutory limits; and (c) Comprehensive automobile liability insurance, if applicable, with limits of $2,000,000 each person, $2,000,000 each occurrence; and (d) Errors and Omissions insurance with limits of $1,000,000 per claim, $1,000,000 aggregate, if applicable. All such certificates evidencing such insurance shall name the University as an additional insured. Upon request by the University, Consultant shall provide all such certificates to the University Office of Risk Management prior to commencement of services or delivery of goods.

   • Indemnification: Look for an "indemnification" or "hold harmless" clause. Ideally, the vendor agrees to defend and pay for any claims against Yale that arise from the vendor's negligence. Be cautious of any clause that requires Yale to indemnify the vendor. This is a common point of negotiation and you can leave this to Procurement’s review.

6. Governing Law:

   • The contract should ideally be governed by the laws of the State of Connecticut. If it lists another state, it will require Procurement/Legal review.

7. Use of Yale's Name or Logos:

   • The contract should prohibit the vendor from using Yale's name or logos in its marketing or advertising without prior written consent. Here is our standard they can insert:

Supplier agrees not to use (a) Yale’s name, (b) the name of any employee, student or agent of Yale, or (c) any trademarks, service marks or trade names owned or controlled by Yale, in any sales, promotional, advertising or other publication, unless such use is directly related to the provision of services under this agreement, and in all such cases, Yale must provide prior written permission.  In no event shall Supplier or its employees, agents or subcontractors represent themselves as employees or agents of Yale.

8. Tax exemption:

• Look for methodology for us to claim tax exemption in their contract. If not you can ask for them to insert the following:

Yale is exempt from federal, state and local taxes for purchases made in furtherance of its exempt mission, including Connecticut sales and use taxes (Permit E00015) and federal excise taxes (Exemption No. 06730237F).