1) Contracts at WSU. A contract is created at law when there is a mutual exchange of promises based upon reasonably understandable terms and conditions. A contract does not have to be reduced to writing in order to be enforceable; however, for the purposes of this manual, the term contract is intended to mean a written form of communication. Please remember that many types of documents can constitute a contract, including invoices, memoranda and letters. Also remember that all contracting authority must be delegated from the Trustees and the President. See Contract Signature Authority and PPM 5-4d .
2) Standard Templates. The University has several standard template contracts that can be used for various purposes, such as affiliation agreements, performance and event agreements, consulting agreements, etc. For use of a standard template, contact our office at x7313.
3) Basic Terms and Conditions.
All contracts should contain the basic information necessary to understand the intent of the parties. These include, but are not limited to:
- The names of the parties;
- The dates, or term of the agreement;
- The responsibilities and obligations of the parties respectively;
- The place of performance;
- Any relevant contract terms; deadlines; method of performance;
- The amount and terms of payment;
- The term of the agreement and procedure for early termination of the agreement (e.g., 10 days notice);
- Termination rights and remedies;
- A signature line for the authorized individuals executing the agreement.
4) Standard Boilerplate Language
All contracts contains some standard boilerplate language, generally at the end of the contract. These include, Entire Agreement, Amendment, Waiver, Severability, and Force Majeure. Other clauses that may seem like boilerplate, but in reality must be negotiated, are included in other sections of this Contract Manual.
ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and shall supersede all proposals or prior Agreements, oral or written, and any other communication between the parties relating to the subject matter of this Agreement.*
* Remember that this clause means that if it's not in the contract, it's not part of the agreement. If there are additional documents, such as an RFP, Purchase Order, Terms and Conditions form, Scope of Work forms, exhibits, sales documents, plans, etc. that you need included. You must reference them in the Agreement.
AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
WAIVER. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
FORCE MAJEURE. Either party may suspend this agreement at any time because of a labor dispute or disruption of its personnel, war, the governmental declaration of a state of emergency, acts of God or the public enemy, or other cause beyond the control of such party, by giving the other party written notice of such suspension and the reason for the same. Payments to be made and services to be provided hereunder shall be made and performed to the date of such suspension and shall thenceforth cease until the period of such suspension has ended.