Contracts and Memorandum of Understanding (MOU) 3/27/2017 Contracts and Memorandum of Understanding (MOU) Vita Feuerstein Manager Conference Contracting

3/27/2017 Part I - Contracts

3/27/2017 What is a Contract? A contract is a legal exchange of promises between two or more parties, which is codified in writing and enforceable in a court of law.

Types of Conference Related Contracts: 3/27/2017 Types of Conference Related Contracts: Audio Visual Conference Centers Convention Centers Exhibition Decorator Food and Beverage Hotel Meeting Management Companies Miscellaneous Venues (Aquarium, Museum, etc.) Printers (Proceeding, CD, Programs, etc.) Registration Management Companies Security Transportation BOLD -the most common contacts sent into IEEE

3/27/2017 IEEE Contract Policy Contracts with a value of $25,000USD or greater must be submitted to IEEE for review by a Subject Matter Expert (SME)prior to final approval and execution by IEEE Procurement Department. IEEE Financial Operations Manual. (Policy 11.2.E.1(a)) ; Approved by the Board June 2000.

How do you determine if a contracts’ value is $25,000USD or greater? 3/27/2017 How do you determine if a contracts’ value is $25,000USD or greater? Add the total cost of services + the total cost of exposure/risk (if applicable) Exposure is limited to meeting management and registration contracts when the vendor is handling conference funds and those funds are not being directly deposited to the conference account

What Determines Value? Hotel Contracts 3/27/2017 What Determines Value? Hotel Contracts Total number of sleeping rooms blocked, less guaranteed attrition, PLUS meeting room rental and food and beverage commitment (if any) Registration Management Contracts Cost of service including estimated T&L and ancillary charges PLUS estimated registration revenue of conference if funds ARE NOT deposited directly into conference account Meeting Management Contracts estimated revenue of conference (registration and exhibits) if funds ARE NOT deposited directly into conference account *in North America attrition is a percentage guaranteed in the contact – outside of the US – attrition is not guaranteed – it is up to you to take advantage of it

What is the Benefit of a SME Review? 3/27/2017 What is the Benefit of a SME Review? Eliminates Ambiguity Ensures Contract is mutual Minimizes Financial Liability Essential for good business practices and reduces financial risks Keeps volunteers and staff on top of new trends, clauses and other “gotcha’s” Qualify Contract: (Hotel) Venue Selection Process; Sleeping Room Block; Food and Beverage Commitment (Convention Center): dates of the event , meeting rooms and exhibit hall space are stated correctly in the contract and that you have the correct days spelled out for any set up/tear down time you will need.

3/27/2017 Be aware! CONTRACTS ARE WRITTEN IN FAVOR OF THE VENDOR – The vendor is an expert at writing contacts KNOW YOUR HISTORY - KNOWLEDGE IS POWER DON’T ASSUME ANYTHING - The person that you are contracting with is not the person that will be implementing the contract. GET EVERYTHING IN WRITING KNOW YOUR HISTORY– KNOWLEDGE IS POWER Sleeping Room Pick Up, $ spent on F&B, Meeting Space Requirements, # of Exhibit Booths )

3/27/2017 Be Aware! - Hotel Hotels will analyze the property’s history – seasonal demand, local and group meeting space rental, fluctuation of food and beverage sales, amount other factors – allow the management team to come up with a pricing strategy that maximizes the hotels’ RevPAR (revenue per available room) Hotels look at size of the group, rate they want, how much food and beverage they require, arrival/departure patterns, rooms to meeting space ratios, season, the groups history and contract terms, lead time and risk

Be Aware! Meeting Management 3/27/2017 Be Aware! Meeting Management Mgmt. Services are not clearly defined and, in most cases, no cap on billable hours Credit Card Fees are additional and are not spelled out in contract Hotel Commissions are not defined in contracts, but in most cases, are taken by Mgmt. Company on top of Mgmt. Fee Additional costs are Billed outside of Mgmt. Fee (phone calls, faxes, postage, copy changes, badge design and printing, badge holders, ribbons, use of 800#) Discounts offered for Vendor Contracts, but a markup is applied for financial gain to Mgmt. Company

Be Aware! Registration E-commerce sparks new legal issues 3/27/2017 Be Aware! Registration E-commerce sparks new legal issues Online registration and security of credit card numbers Not all companies are bonded Credit Card Fees are not clearly spelled out Additional costs are billed outside of registration fee Ensure there are no “Pass thru fees”

Templates Available on IEEE Website 3/27/2017 Templates Available on IEEE Website Hotel Contract IEEE, Starwood, Hyatt, Hilton, Fairmont, Disney, Marriott, Wyndham Meeting Management Contract Available 4th Quarter 2009 Registration Management Contract Exhibit Space Application Purpose of standard templates (specifically hotel) You still negotiate the “Terms of Sale” (Sleeping room rate, Sleeping room block, Meeting room space, Concessions) – but the boiler plates that will Eliminate Ambiguity, Ensure Contract is mutual and Minimize Financial Liability - IS DONE – QUICKER TURN AROUND IN REVIEW SME will still: Ensure negotiated clause with attorneys were not altered Confirm sleeping room block and F&B comment is realistic to the needs of the meeting

3/27/2017 http://www.ieee.org/web/conferences/organizers/contracts.html New and improved website: end 2009/early2010: Checklists (AV, site inspections, etc.) , Sample RFPs, Best practices in negotiations, National account list, Contract terminology, PCI compliance, Insurance, FAQ

2009 Policy Change: Competitive Bidding 3/27/2017 2009 Policy Change: Competitive Bidding Competitive bidding is required for contracts and commodity orders valued at or above $250K. Conference hotel, caterer and convention center contracts are exempt from this requirement; however, it is “best business practice” to follow a competitive bidding process for all contracts/orders. Support documentation is required with submission of contact Staff and volunteer subject matter experts shall administer the bidding process. Subject matter experts shall document and recommend the vendor selection based on the requirements, past reliability, past performance, and price. The Procurement Department shall be the final approval of the supplier selection. Once finalized, all correspondence will be electronically filed for central record retention.

Part II – Memorandum of Understanding (MOU) 3/27/2017 Part II – Memorandum of Understanding (MOU)

What is a MOU? An MOU is used as a confirmation of agreed upon terms. 3/27/2017 What is a MOU? An MOU is used as a confirmation of agreed upon terms. It is a written document describing the roles and a general description of the responsibilities of two (or more) parties which sets forth the basic principles and guidelines under which the parties will work together to accomplish their goals.   An MOU is less formal than a contract, but is signed by the parties involved to indicate their agreement to the principles contained in the MOU. AN MOU IS A PARTNERSHIP MoUs are still considered legal documents

Types of MOUs (Policy10.1.2) Financial Co-Sponsorship 3/27/2017 Types of MOUs (Policy10.1.2) Financial Co-Sponsorship Co-Sponsorship indicates a shared involvement among several organizations, one of which is an IEEE organizational unit.  Other co-sponsoring organizations could be IEEE organizational units or other “Not-for-Profit” non-IEEE organizations. Co-Sponsorship indicates a shared and significant involvement in the technical, financial, publicity and administrative areas of the conference.  Technical Co-Sponsorship Technical Co-Sponsorship indicates direct and substantial involvement by the IEEE organizational unit solely in the organization of the technical program. The IEEE organizational unit has no financial involvement in the conference. Technical co-sponsorship does not guarantee that the papers accepted for presentation at the conference will be eligible for inclusion in the IEEE Conference Publications Program (CPP), which handles post-conference distribution of conference papers in all media. 10.1.2 Co -sponsorship Co-Sponsorship indicates a shared involvement among several organizations, one of which is an IEEE organizational unit.  Other co-sponsoring organizations could be IEEE organizational units or other “Not-for-Profit” non-IEEE organizations. Co-Sponsorship indicates a shared and significant involvement in the technical, financial, publicity and administrative areas of the conference.  The relationship between sponsoring organizations should be explicitly defined in terms of a Memorandum of Understanding, see Policy 10.1.5. As a result of co-sponsorship, the organizational unit: – will approve the conference as indicated in Policy 10.1.4. – will receive a portion of the surplus or be liable for a portion of the deficit resulting from a conference (Policy 10.1.9). – will be responsible for assuring the timely resolution of any legal issues. – can be responsible for issuing any loans that the conference might need and assuring subsequent repayment (Policy 10.1.7). – will be responsible for proper usage of the IEEE name (Policy 10.1.16) and the IEEE logo (Policy 10.1.17). Technical Co-Sponsorship/Technical Cooperation Technical Co-Sponsorship/Technical Cooperation indicates direct and substantial involvement by the IEEE organizational unit solely in the organization of the technical program. The IEEE organizational unit has no financial involvement in the conference. The organization that has financial sponsorship of the conference must be explicitly identified in the supporting documentation and promotional material for technical co-sponsorship/technical cooperation to be granted. The IEEE organizational unit should encourage members to submit papers and attend the conference. The IEEE organizational unit may assist in publicity through the availability of the appropriate IEEE organizational unit mailing lists and on the organizational unit’s web site. The relationship between sponsoring organizations shall be explicitly defined in terms of a Memorandum of Understanding (MoU) (Policy 10.1.5). Technical co-sponsorship/technical cooperation does not guarantee that the papers accepted for presentation at the conference will be eligible for inclusion in the IEEE Conference Publications Program (CPP), which handles post-conference distribution of conference papers in all media. Inclusion in the CPP should be specifically addressed in the MoU regulating the technical co-sponsorship/technical cooperation, with the concurrence of the CPP staff. The IEEE name may not be used in the conference title (Policy 10.1.16), but, the IEEE brand/logo and/or IEEE organizational unit brand/logo may be used in conference publications and promotional materials (Policy 10.1.17).

3/27/2017 IEEE Policy (10.1.5) A Memorandum of Understanding (MOU), sets forth the relationship and obligations of the involved parties. A MOU is required when two or more organizational units agree to provide financial or technical co-sponsorship to a conference. 10.1.5      Memorandum of Understanding/Agreement (MoU/MoA) A Memorandum of Understanding/Agreement(MoU/MoA), sets forth the relationship and obligations of the involved parties. A MoU/MoA is required when two or more organizational units agree to provide co-sponsorship or technical co-sponsorship/technical cooperation to a conference. These organizational units may be all IEEE organizational units or IEEE and non-IEEE organizations as indicated in Policy 10.1.2. As a minimum, a MoU/MoA shall describe the following areas: Financial sponsorship and responsibilities of each organizational unit. These arrangements are needed for both liability and surplus distribution purposes (Policies 10.1.9 and 10.1.27). Ownership of the Intellectual Property associated with a conference. This includes use of the conference name, slogan, copyright for publications, and/or logo ownership. A clause specifying whether the conference proceedings will be included in IEEE Conference Publications Program (CPP), which includes posting of the proceedings in IEEE’s electronic database of articles (Policy 10.1.27). Provisions for dissolving the relationship. Complies with IEEE and other non-IEEE organization policies. Assignment of conference management and other administrative responsibilities to the appropriate organizational units. General conference management accountabilities such as assignment of chairs, organizational unit chairs for conference committees, steering committee obligations, location of the conferences, associated exhibitions, etc. When a conference is sponsored jointly with another non-IEEE organization, the IEEE organizational unit shall assure that the IEEE financial responsibility is limited to the IEEE organizational unit's financial capabilities and does not extend to IEEE's corporate resources. For conferences where IEEE organizational units are the sole sponsors, the IEEE Board of Directors has final authority in resolving any disputes. In the absence of a Memorandum of Understanding, the IEEE Board of Directors shall resolve any matters.

Relationship and Obligations of the Involved Parties 3/27/2017 Relationship and Obligations of the Involved Parties Financial Co-Sponsorship : “Shared and Significant Involvement” Technical Co-Sponsorship: “Direct and Substantial Involvement in the Technical Program” IEEE holds its Sponsoring OUs responsible for the quality of the Technical Program and the resulting Conference content. Describe your “direct and substantial involvement in …. the Technical Program” and how you plan to implement this: Examples of Involvement in the Technical Program: To ensure quality of the Conference, a member from the IEEE Sponsoring Party will be included in the Technical Program Committee of the Conference. This member will be actively involved in the development of the Technical Program. The IEEE Sponsoring Party will encourage members of their society, section or geographical unit to submit papers and attend the Conference. The IEEE Sponsoring Party will assist in publicity through mailing lists and Organizational web site. Examples of other agreements Conference organizer agrees to provide the Technical Co-Sponsor with conference statistics. Number of attendees (authors vs. non-authors) Papers submitted and acceptance rate Attendee list with email addresses   The Conference Organization agrees to provide membership registration fee to IEEE members The Conference Organization will offer a free booth to the IEEE Sponsoring Party for the duration of the conference

All MOUs Should Describe: 3/27/2017 All MOUs Should Describe: The Parties Involved The Name Of The Event The Duration Of The MOU The Role Of Each Party How The MOU Can Be Terminated Contact Information Of Signing Parties

Technical MOUs “Direct and substantial involvement” 3/27/2017 Technical MOUs “Direct and substantial involvement” Add the following: In detail, describe your “direct and substantial involvement” Who owns the copyright to the intellectual property developed under the MOU Will the conference proceedings be included in IEEE Conference Publications Program (CPP) Who is the financial owner of the event

Financial MOUs “Shared and significant involvement” 3/27/2017 Financial MOUs “Shared and significant involvement” Add the following: What is the financial split between sponsoring parties; how is the profit/loss shared? Where are the conference funds being held; who has access to the conference funds? Who defines the role of the conference organizing committee? Who has oversight for the conference? When applicable, who is responsible for VAT

3/27/2017 Templates Templates have been created for use when preparing Financial and Technical MOUs. They can be used as written or as a guide in preparing conference-specific MOUs. If there are multiple sponsors, one MOU may be used provided it identifies the relationships of each sponsors. If an MOU is currently in place that defines the relationship of the co-sponsoring parties, it is not necessary to rewrite the MOU, however, it is recommended that the MOU is reviewed and when possible, template clauses are incorporated.

3/27/2017 http://www.ieee.org/web/conferences/organizes/MOU.html

the Information Schedule 3/27/2017 MOUs are due with the submission of the Information Schedule

3/27/2017 2009 Policy Change Policy 10.1.4 All co-sponsored conferences shall submit a Memorandum of Understanding (MoU) to IEEE Conference Services for review, final approval, and execution. Following IEEE Conference Services review and changes, if applicable, authorized representatives of each of the sponsoring organizational units shall sign the MoU and return it to IEEE Conference Services for execution. Once submitted to IEEE Conference Services, the MoU review process shall take no more than 60 days from the time of receipt to execution. If the compliance recommendations of IEEEE Conference Services are challenged by the OU, then appeals shall be forwarded to the IEEE Conferences Committee Chair for final ruling. Co-sponsored conferences shall not use the IEEE name or Master Brand in its web site, publications, or promotions before the MoU is executed

2009 Policy Change Policy 10.1.5 The IEEE organizational unit’s direct and substantial involvement in the technical program. The technical paper review process, including a clear identification of the level of paper review, if the conference proceedings will be included in the IEEE Conference Publications Program (CPP)

Contracts and MOUs to be reviewed should be sent to: 3/27/2017 Contracts and MOUs to be reviewed should be sent to: Conference-contracts@ieee.org