Office of Legal Affairs
What is a Contract?
For purposes of this topic, a contract is any agreement between VSU and another, whether or not it is titled a contract. It includes any agreement made on behalf of VSU in which the parties make legally enforceable commitments. Other terms sometimes used to refer to a contract include, but are not limited to, agreement, letter of agreement, letter of intent, and memorandum of understanding.
GUIDE FOR CONTRACTS
Valdosta State University is a public institution. Consequently, certain restrictions are imposed on its contracting activities. The following is a guide for addressing clauses typically found in contracts. Many standard clauses typically found in contracts can not be accepted by Valdosta State. This guide should be used in conjunction with the contract routing form (which can be found at the following web address (http://www.valdosta.edu/legal/documents/ContractRoutingForm_2010.doc). Additionally, other relevant information found at the Office of Legal Affairs' website (http://www.valdosta.edu/legal). The following is not all inclusive and not intended to serve as a substitute for legal advice. Specific questions should be forwarded to the University Attorney.
1. Our official name is "The Board of Regents of the University System of Georgia by and on behalf of Valdosta State University."
Common Prohibited Contractual Provisions
2. Indemnification and/or hold harmless - Any provision that requires Valdosta State to pay all losses another entity may incur to third parties.
3. Governing law of or venue in any state other than Georgia.
4. Requirements that Valdosta State pay taxes, liquidated damages, penalty fees, litigation costs, or attorney's fees.
5. Binding arbitration.
6. Any provision requiring Valdosta State to be bound by terms and conditions that are unknown at the time of signing the agreement.
7. Contracts beyond a year or with automatic renewals obligating state appropriated funds.
8. Contracts requiring Valdosta State to purchase insurance.
9. Provisions that waive the rights or legal remedies of Valdosta State.
10. Language allowing another entity to control litigation arising out of a dispute. The Attorney General has the statutory authority to represent the state in litigation/legal matters.
11. We can not agree to contract provisions which provide that the terms and conditions of the agreement will be confidential. The Open Records Act controls the disclosure of information.
Unless you have been granted authority to execute specific contracts, you should refrain from signing anything in the name of VSU, since under Georgia law individuals who do so without authority may incur personal liability under any contracts they sign. If you need assistance to determine if you are authorized to sign a specific document, you should contact the University Attorney in the Office of Legal Affairs.
Updated 29 July 2003 by Laverne Lewis Gaskins, University Attorney