Contract Review Checklist

In any instance where a non-standard contract is to be used, a Contract Review Checklist must be completed by the department originating/proposing the contract.  This checklist can expedite the review and approval process by ensuring that core elements of the contract are in place, prior to submittal of the contract for review and approval in Business Affairs and General Counsel.

Completion of the Contract Review Checklist requires the requesting department to answer questions about particular aspects of the contract.  In completing the checklist, requesting departments need to be familiar with certain terms used to discuss elements of the agreement/contract, including:

Additional Insured - an individual or entity that is not automatically included as an insured under the policy of another, but for whom the named insured's policy provides a certain degree of protection. An endorsement is typically required to effect additional insured status. The named insured's impetus for providing additional insured status to others may be a desire to protect the other party because of a close relationship with that party (e.g., employees or members of an insured club) or to comply with a contractual agreement requiring the named insured to do so (e.g., customers or owners of property leased by the named insured).

Consideration - describes what is being provided by whom, to whom, at what cost.

Endorsement – a supplementary document within an insurance policy that outlines in specific detail terms of coverage for certain exposures or perils (such as breakage of glass, falling objects, weight of snow, ice, sleet, or water damage, within a property insurance policy), in addition to the basic perils contemplated within the core policy language.

Force Majeure  - refers to unforeseeable factors precluding fulfillment of contract terms, and can include acts of God, war (declared or undeclared), government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, or similar occurrence beyond the party's control, making it impossible, illegal, or commercially impracticable for one or both parties to perform its obligations under a contract or agreement, in whole or in part.

Indemnification Provision - outlines the management and transfer of risk, by establishing the circumstances in which parties to the contract will hold each other harmless in the event of a claim or suit that results from the activities or transactions specified in the contract. Typically each party to the contract agrees to hold the other party harmless if it is determined that the issue that triggered the claim or suit was the result of the sole negligence of one or another signatory to the contract.