This resource is provided for educational and risk planning purposes only and should not be considered legal advice. Per University Policy, Registered Student Organizations (RSO) are independent entities and are responsible for their own contractual and insurance obligations. RSOs should carefully review any agreements before signing or entering into a partnership/contract with another entity or party. RSOs may wish to seek independent legal or professional advice when appropriate.  

A contract is a way to describe an arrangement, agreement, or exchange of promises, between parties.  The contract will provide the “terms” of the arrangement and set forth each party’s responsibilities.  Contracts often help parties answer challenging questions before work is started, or an activity has commenced. It is also important to note that while a best practice is to get all agreements in writing, an RSO may be obligating themselves to verbal binding contracts as well. Further, not all agreements have money at the source of an exchange; sometimes agreeing to exchange services of some sort can be binding for a contract. 

With that said, as a good practice, RSOs may want to consider the following before entering into a binding agreement or contract with a third-party vendor or entity. A good contract contains or addresses some of the following elements:  

1. Basic Information 
   • Title/Document Header.
   • Parties of the contract/agreement (individuals and organizations).
     • Note: RSOs do not have authority to sign contracts on behalf of the University; RSOs may only enter into contracts on their own behalf. RSOs with overarching organizations (e.g., fraternal chapters, honor societies, professional societies) may have additional limitations for their contracts. 
2. Scope of the Agreement
   • Brief description of the arrangement (summary) and specific details of the activity or service.
   • Dates, times, locations, and other relevant logistical details. (if applicable).
   • Projected dates of delivery (if applicable).
   • Start and end date of the agreement.
     • Note: If possible, RSOs should carefully evaluate multi-year agreements. Because student leadership changes frequently, agreements that extend beyond current officer or leadership terms may create obligations or bind the RSO’s future leaders.
3. Roles, Responsibilities, and Expectations
   • The responsibilities and expectations of each party should be described in detail. (Who is responsible for what parts of the activity?)
   • Who is responsible for each aspect of the event, service, project, or agreement?
   • Communication expectations and points of contact. (What, if any, are the expectations for communicating the progress of the activity?)
   • Procedures for modifying or amending the agreement.
4. Financial Considerations
   • Payment schedule and amounts (if applicable).
   • Expenses, fees, hourly rates, or fixed pricing.
   • Ownership of any completed work product (if applicable).
     • Note: Prior to executing an agreement, a RSO should evaluate whether they currently possess or reasonably expect to possess sufficient funds to meet all contractual obligations, including deposits, fees, balance due etc. The University is not responsible for covering financial incurrences from RSO arrangement or financial agreements.
     • This extends to any Student Governance Organizations (e.g., Undergraduate Student Government, Graduate Student Senate) that provide funding to Tier- IIs without prior approval.
5. Cancellation and Areas for Potential Dispute
   • Cancellation terms/consequences – Details about how the parties can get out of the contract, if need be.
   • What will happen if either party does not fulfill its obligations under the contract.
   • What will happen if the parties disagree about whether the contract has been fulfilled.
   • What happens if the contract cannot be fulfilled due to events beyond a party’s reasonable control, such as labor strikes, natural disasters, epidemics, and so on. 
     • Note: Many contracts include a force majeure provision that excuses either party from performing if doing so is impossible or impractical due to an event outside of a party’s reasonable control.
6. Liability & Signatures
   • Is the document asking you to hold harmless or indemnify any parties?
   • Proper Signatures
   • Confirmation that individuals signing have the authority to bind the RSO or entity into the agreement.
   • Date of Execution
     • Note: Venues or vendor contracts sometimes contain indemnification clauses – these provisions may require the RSO to assume responsibility for certain claims, damages, losses, legal fees, or other costs arising from the event or activity. 

Additional Risk Management Considerations

• Before signing a contract, consider the following: 
  • Who is involved and what does the activity entail? (e.g., spectators, general public, UConn students, families, minors, vendors, performers, physical activities, alcohol)
  • Does the contract require your RSO to provide insurance?
    • Clarify if a party needs to be named as additional insured.
  • In the event something happens, does your RSO have the financial ability to pay for damages, injuries, cancellations, or unexpected expenses that may arise?
  • Does your inter/national or overarching organization provide your RSO with insurance coverage? (If applicable)
• RSOs should ensure proper record retention along the way, including retaining copies of all signed agreements, amendments, e-mails, invoices, receipts, insurance documents, etc.