SUGGESTED TERMS & CONDITIONS FOR

STUDENT ORGANIZATION VENUE CONTRACTS

Student organizations often need to rent space in different venues in connection with their events and
activities. Some common examples where a student organization would need to rent space in a venue
might include:

• Renting a hotel ballroom for a formal dance;

• Renting a sports arena for a club sport tournament;
• Renting a museum or gallery or a reception;
• Renting a convention center or lodge for a retreat.

In most cases where a student organization is renting venue space, the venue will provide the written
contract, or will have a specific contractual form that it requires DePaul to sign. In most cases,
DePaul will be given the chance to review this contract, but might not have the bargaining power to
request some or all of the changes that DePaul would desire.

The types of terms and provisions that will need to be in any specific Vendor Contract will
differ significantly depending on the venue being rented and the nature of the event(s) and
relationship. Student Life staff professionals should rely on the Contract Review Process for
contracts that require review by the Office of the General Counsel (OGC), and should always
ask the OGC if there are any questions about particular terms or provisions in any specific
Venue Contract.

Below is a list of issues to consider when negotiating and signing venue agreements.

1. Specific Obligations & Requirements—First and foremost, the Venue Contract should
clearly state all of the specific obligations of each party, and the requirements for either party
regarding the use of the space. These obligations and requirements will necessarily differ
according to the purpose for the Venue Contract. However, some obligations and
requirements to consider might include:

• Hours of Use—When may DePaul use the Venue? Is pre- or post- event time
required? Does DePaul require that the Venue always be available at particular
times?
• Other Services Provided—Will the Venue be performing any other services in
addition to providing the Venue itself? Food and food service? Parking or valet? Coat
check? Housekeeping? Storage? Concessions? Refereeing? What are the terms for
each of these services?
• Decorations & Signage—Does DePaul require specific decorations or signage? Does
the Venue prohibit any decorations or signage?
• Equipment—Does DePaul require the Vendor to provide any specific equipment (for
example: chairs, tables, linens, sporting equipment, A/V equipment or computers)?
Who is responsible for any damages to that equipment?
• Exclusivity—Does DePaul require that it be the only organization using the Venue at
any given time?

2. Pricing & Payment—The Venue Contract should contain a pricing schedule that indicates
how much DePaul will be paying the Venue. If possible, this schedule should be broken
down into specific components (for example: food, beverages, coat check, equipment rental,
clean-up, etc.) and should have a specific timeline. The Venue Contract should indicate that
DePaul pays all payments "net 30" from the date of invoice or other payment date. Any
 Venue Contract that requires DePaul to pay for venue rental in advance of the events should
be appropriately cleared through Accounts Payable. Finally, the Venue Contract should
indicate recognition that DePaul is a tax-exempt organization (IL Tax Exemption # E9990-
9022-06) and as such is not subject to sales tax on goods or services.

3. Damage to Venue/Loss of Personal Property—Depending on the duration for the Venue

Contract and the underlying event, there should be language in the Venue Contract indicating
which party is responsible for various types of damage to the property, as well as which party
is responsible for wear-and-tear. There should also be language in the Venue Contract that
allocates responsibility for loss of personal property at the Venue.

4. Termination—If the Venue Contract is for more than a single event, there should be a
provision in the Venue Contract that allows either party to terminate the Venue Contract
(with or without cause) upon sufficient notice to the other party (typically 30 business days'
advance written notice for any reason at all, and ten (10) business days' advance written
notice for material breach).

5. Insurance—The Venue is likely to require some proof of insurance from DePaul, and to
require that DePaul add the Venue as an additional insured on its relevant policies. The
Office of Risk Management can assist with accomplishing this task. Additionally, DePaul
should require that the Venue have appropriate insurance in place for the duration of the
Venue Contract. One example of acceptable language regarding insurance would be:

"____________ represents and warrants that it has in place and will

maintain throughout the term of this Agreement appropriate insurance
coverage. __________ agrees to present documentation of its applicable
insurance coverage to DePaul upon request."

6. Indemnification—The Venue is likely to want some indemnification language in the Venue

Contract. This indemnification language should indicate that each party will indemnify the
other for lawsuits that are cause by the other party. One example of acceptable
indemnification language would be:

"To the fullest extent permitted by law, each of the parties agrees to
defend, indemnify, and hold harmless the other party, including its
trustees, officers, members, directors, employees, servants and agents,
against loss, damages, claims, suits, liabilities, judgments, costs and
expenses (without limitation, all reasonable attorneys’ fees and expenses)
that may accrue against the indemnified party, including its trustees,
officers, members, directors, employees, servants and agents which is
proximately caused by the negligence or willful misconduct or any
breach of representation or warranty by the indemnifying party. This
provision shall survive the termination of this Agreement.

**The Venue Contract should NOT contain a "one way" indemnification clause in
which DePaul indemnifies the Venue (unless explicitly approved by the Office of the
General Counsel.)**

7. Authority to Sign Agreement—It is important to remember that no student or student

organization can bind itself or DePaul to a contract. However, in order to avoid a situation in
which the Venue mistakenly believes that a contract that has been signed by a student is valid
and binding against DePaul, it is suggested that the Venue Contract contain language
 explicitly indicating that students cannot sign contracts on behalf of DePaul. One example of
language conveying this concept would be:

"Any contract with DePaul or any of its student organizations, including

this Agreement, MUST BE SIGNED BY AN OFFICIAL
REPRESENTATIVE OF DEPAUL UNIVERSITY or it will be
ineffective and not binding upon DePaul or its students or student
organizations."

8. Choice of Law—The Venue Contract should be governed by Illinois law, and jurisdiction
should be in Cook County, Illinois.

9. Miscellaneous Other Legal Terms—The following legal terms should appear in the Venue
Contract:

• Compliance With All Laws—A provisions stating that the Venue will comply all
applicable codes, laws, and regulations.
• Assignment—A provision stating that neither party can assign the Venue Contract
without the other party's permission.
• Entire Agreement—A provisions stating that this written Venue Contract is the
entire agreement between the parties and that any modifications must be made in a
writing signed by both parties.
• Severability—A provision stating that if one part of the Venue Contract is found to be
invalid, illegal, or unenforceable, the rest of the Venue Contract will not be affected
by that decision.
• No Waiver—A provision stating that waivers must be in writing and that a party does
not waive a right under the Venue Contract if it fails to exercise that right.
• Conflict of Provisions—A provision stating that if there is a conflict between the
provisions of the Venue Contract and any other agreement, the provisions of the
Venue Contract will control.