Office of General Counsel

Requirements for all ASU Contracts

This is an overview of specific rules that apply to ASU contracts. For a more general discussion of the legal principles of contracting, please see the Contracting Basic Principles.

The Contracting Parties

In all contracts, the contracting party for ASU is "the Arizona Board of Regents for and on behalf of Arizona State University." The reference may include a specific department as well. For example: "The Arizona Board of Regents for and on behalf of Arizona State University and its Department of Intercollegiate Athletics." Typically, this clause would be followed by a parenthetical, short-form of the name for use in the rest of the contract, e.g., (hereinafter "ASU" or "University").

If the other party is a corporation, organization or other legal entity, be sure that the title includes the correct, full legal name and a reference to its state of incorporation and/or its principal place of business. For example: "ABC Corporation, duly incorporated under the laws of the state of Arizona." Or: "ABC, Ltd., with its principal place of business at 5140 W. Bell Rd., Phoenix, Arizona."

Basic Terms and Conditions

All contracts should contain the basic information necessary to understand the intent of the parties. These include:

  • The complete, legal names of the parties, including the state of organization and corporate suffix (e.g., "Inc.", "LLC", "LP", etc.);
  • The dates, or term of the agreement;
  • The responsibilities and obligations of the parties respectively;
  • The terms of payment, if any;
  • The procedure for early termination of the agreement (e.g., 10 days notice); and
  • Signature and title lines for the authorized individuals signing the agreement. (See PUR 202, "Contract Signature Authority").

Indemnification, Insurance, and Choice of Laws

Important Note: If you are not able to exclude the types of provisions below, and/or if you have any questions about the provisions, please contact the Office of General Counsel.

  1. Indemnification. In general, ASU cannot indemnify or "hold harmless" the other party to a contract. Every effort should be made to delete such provisions from proposed contracts. There are limited exceptions to this general rule.

    Please note that a provision that says ASU "is responsible for" or "will reimburse the other contract party for" may be an indemnification clause. Also, a provision in which ASU "represents" or "warrants" something may be an indemnity clause.

  2. Insurance. With respect to insurance coverage, ASU is generally limited to the coverage provided through the Arizona State Self-Insurance Program and the Division of Risk Management. Contract provisions calling for ASU to carry specific types or amounts of insurance or requiring ASU to provide a Certificate of Insurance are often in conflict with ASU's coverage, and efforts should be made to delete such provisions.

  3. Choice of Laws. Any provision that calls for the application of another state's laws or requires ASU to submit to the jurisdiction of another state's court must be deleted.

  4. Limits of Liability. Limits on the liability of non-ASU parties to a contract are considered to be indemnities and are not acceptable. See paragraph 1 above.

 

Updated 8/25/14


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