An acceleration clause generally requires that all future payments in a contract become due and payable immediately if a triggering event occurs, para. B example a missed payment. This type of clause implies the obligation of the university as a government entity of the state to operate within a fixed budget and to avoid payments for which no money has been budgeted for a particular fiscal year. Therefore, it is very unwise to accept an acceleration clause. If such a clause is accepted, it must include a clearly stated triggering event justifying such a serious action and a period of time for the university to remedy the missed payment or any other triggering event before the other party imposes the accelerated payment plan. Written contracts often contain an integration clause that states that the contract represents the entire understanding of the parties and that no amendment is binding unless it is made in writing. Such clauses are acceptable as long as we manage the contract in this way and those who carry out the work meet the obligation to document changes by modification. Often, contracts contain clauses that require the university to take out liability insurance. The university is self-insured under state law. Requiring the conclusion of insurance on the basis of a single contract is not feasible. Insurance clauses often require the presentation of a certificate of insurance.

As we are self-insured, we cannot provide any. However, the Office of Risk Management provides a self-insurance certificate form that addresses the concerns of most contractors. The Trademark Licensing Office has guidelines for the use of the university`s name, which generally prevent its use for approval, advertising, and sales promotion purposes. Any clause granting a third party the right to use the university`s name or trademarks must indicate that written permission from the Trademark Licensing Office is required. (d) Indicate, depending on the nature of the acquisition, whether or not the terms of a proposed clause and the application of this subsection to the contract are being negotiated. (b) Where the procuring entity decides that a given acquisition gives rise to a significant potential organisational conflict of interest, the staff member shall, before issuing the application, submit the authorisation to the head of the public procurement office (unless the Agency appoints a senior official at a higher level) — (1) examine the agent`s analysis and recommendations for action, including the draft provision and any proposed clauses; (3) Before awarding the contract, resolve the conflict or potential conflict in a manner consistent with the approval or other instruction of the head of the contract activity. Contracts may specify a predetermined amount of damages for breach of contract. These are called lump sum damages and are not preferred by the courts if they are considered a “penalty”.

Most courts will not find a “penalty” if the amount of actual damages caused by a breach is difficult to calculate and the lump sum of damages specified in the agreement is a good faith attempt to estimate what actual damages would be suffered if the agreement were breached. Those clauses should be reviewed centrally to ensure fairness and adequacy. Note that a lump sum damages clause can become a form of unfair limitation of liability if the damage is set at such a low level that one of the parties is not protected. Confidentiality of agreement: Although the Public Records Act provides an exception for trade secrets, the financial terms of agreements in general may not be confidential. Clauses requiring confidentiality of the agreement should be reviewed centrally. If the clause requires the UIS to pay compensation: In Iowa, as in most states, its constitution prohibits the state from becoming responsible for someone else`s behavior. To help resolve this common problem, we have provided alternative language that can be suggested if the other party seeks compensation. In general, we have no problem accepting liability for the negligence of the University or our employees and agents under the Iowa Tort Claims Act, Iowa Code Chapter 669. Any compensation shall be limited to the extent permitted by this Act. (b) the restriction imposed by a clause is limited to a fixed period of reasonable duration sufficient to avoid the occurrence of an unfair competitive advantage or potential bias; This period varies.

For example, it may end when the first production contract is awarded using the contractor`s specifications or work schedule, or it may extend over the life of a system for which the contractor has performed system development and technical management. In all cases, the restriction must specify termination at a specific time or when an identifiable event occurs. (b) Contract agents should seek the advice of a lawyer and the assistance of appropriate technical specialists to assess potential conflicts and prepare the necessary tender provisions and contractual clauses (see 9.506). An advance payment clause requires the university to make a payment such as a deposit or deposit before receiving goods or services. Prepayment clauses should not be accepted unless the best interests of the university and the State of Iowa are served. (3) Where appropriate, a proposal for a contractual clause (see 9.507-2). Remedies that create the possibility of performance of the contract by the other party by creating a contractual right to certain remedies in the event of non-performance can vary considerably. Remedies must be carefully considered, as some go beyond what is fair or permitted by Iowa law.

See lump sum damages, indemnification, equitable remedies, acceleration and termination. The exact details of what could trigger the remedy and whether a party is entitled to a remedy before the remedy can be imposed are crucial. The general rules of Articles 9.505-1 to 9.505-4 prescribe restrictions on public procurement as a means of avoiding, neutralizing or mitigating organizational conflicts of interest that might otherwise exist in the situations mentioned. Some illustrative examples can be found in 9,508. Conflicts may arise in situations that are not specifically addressed in this section 9.505 or in the examples in section 9.508. Each individual contractual situation should be examined on the basis of its particular facts and the nature of the contract offered. The exercise of common sense, good judgment and common judgment is necessary both to decide whether there is a significant potential conflict and to develop appropriate means of resolving it. The two underlying principles are: e) Before an information technology acquisition is made, Company A is awarded the contract to create data system specifications and performance criteria for the devices to be used as the basis for the equipment competition. Since specifications are the basis for the selection of commercial equipment, there is a potential conflict of interest. Company A should be excluded from the first subsequent acquisition of computer equipment. Against the University: Some agreements contain a clause that a breach by the University would cause irreparable harm and/or that pecuniary damages would be an inadequate remedy and that a fair remedy such as an injunction is approved by the University. Such clauses lead to an automatic injunction against the university and should be avoided.

While it may be true in some situations that monetary damages are inadequate, these clauses should be subject to centralized review to ensure that injunctions are issued only after the university has the opportunity to appear in court upon request. (d) In discharging their responsibility to identify and resolve potential conflicts, contract staff shall avoid unnecessary delays, heavy information requirements and excessive documentation; The client`s judgment should only be formally documented if there is a substantive issue related to a potential organizational conflict of interest. (1) A written analysis, including a recommended course of action to prevent, neutralize or mitigate the conflict, based on the general rules of section 9.505 or any other basis not expressly set out in this section; The Iowa Attorney General`s Office is required by law to represent state agencies such as the university in litigation. Agreeing to be subject to the law of another state or country (applicable law) or to resolve a dispute in the courts of another state or country (location) interferes with such representation because most of the attorneys in the Iowa Attorney General`s Office are not licensed to practice outside the state of Iowa and are not familiar with the laws of other states and countries. Retaining a private attorney in another state or country requires the approval of the Iowa Attorney General and the Iowa State Executive Council (Governor, Secretary of State, Treasurer, Secretary of Agriculture, and State Auditor). If there is such an approval, it is necessary to identify funds for the payment of private lawyers` fees – most often from the budget of the university department that wants to conclude the contract .. .