Negotiations of Terms and Conditions in Contracts

Overview General Approach T&C Review Decisions Negotiations on Terms and Conditions

General Approach - IFB IFB ▫Terms & Conditions should be addressed during Question & Answer Period ▫Terms & Conditions should be the same for all awarded vendors

General Approach - RFP RFP T&Cs ▫Will changes to T&Cs be allowed for Solicitation? ▫Require Vendors to submit their specific verbiage for changes to Agency T&Cs in their RFP Response ▫Require Vendors to submit the Vendor T&Cs in their RFP Response ▫Treat all Vendors Equally

T&C Review Decisions T&Cs Changes/Additions to be approved by the Agency Attorney Risk Management Review & Approval Check for conflicts with Agency T&C’s Resolve any conflicts

Negotiations – Warranty, Indemnity Warranty Indemnity/Hold Harmless ▫Vendor ▫Agency Limitation of Liability

Negotiations Patent, Copyright Intellectual Property Rights Insurance Requirements Confidential Information Clause, Header, Footer Vendor Terms included by website reference: Will Not Apply

Negotiations (cont.) Automatic Renewals Payments, Contested Invoices Contract Jurisdiction & Venue Arbitration Force Majeure

Negotiations (cont.) Limit Travel Costs Cancellation/Liquidated Damages charges Termination Options Entire Agreement

It is not the ship so much as the skillful sailing that assures the prosperous voyage. ~George William Curtis It is not the ship so much as the skillful sailing that assures the prosperous voyage.