5. Term: The "term" is the length of time over which the contract will be valid. If work
will be performed, or goods purchased, over an extended period of time by Baylor or the
other party, the agreement must specify that period of time. If the agreement is to last
more than one year, try to negotiate for the addition of a provision allowing Baylor to
terminate the contract for any reason by giving 30 days prior written notice.
Example: The Work to be performed under this contract must begin on
October 1, 2005, and, subject to authorized adjustments, Substantial Completion
must be achieved not later than November 9, 2006.
Either party may terminate this agreement by giving 30 days prior written notice
of termination by registered or certified mail.
6. Indemnity, Hold Harmless, Exculpatory, and Waiver Clauses: Indemnity, hold
harmless, exculpatory, and waiver clauses attempt to place or transfer liability for certain
acts or omissions to one of the parties. Indemnity clauses are used to limit or transfer the
possible liability of one of the parties to the agreement that may become liable to third
parties arising out of the existence or performance of the agreement. The clause may
indemnify against liability or loss. An exculpatory clause relieves one party to a contract
from responsibility for injuries caused to the other party.
If the agreement contains an indemnity, hold harmless, exculpatory, or waiver clause, or
if the proposed agreement asks Baylor to waive liability or waive a warranty, or if the
other party attempts to limit its liability to acts of "gross negligence" or "willful
misconduct," the agreement must be forwarded to the Office of General Counsel for
review. The contract should also be submitted to the Office of General Counsel if it
contains a clause limiting the remedies available to Baylor in the event of a breach or if it
specifies a certain remedy, i.e., liquidated damages. If you believe that Baylor should
not object to such clauses under the particular circumstances of the agreement you have
negotiated, please specify your reasons for this belief in your note forwarding the
proposed contract to the Office of General Counsel.
Example: Baylor shall indemnify and hold harmless the Contractor and its
officers, agents, and employees from all suits, actions, losses, damages, claims, or
liability of any character, type, or description, including -without limiting the
generality of the foregoing all expenses of litigation, court costs, and attorney's
fees for injury or death to any person, or injury to any property, received or
sustained by any person or persons or property, arising out of, or occasioned by
the acts of the Contractor or its agents or employees, in the execution of this
contract.
Example: XYZ Corporation, its officers, directors, employees, and agents
shall not be liable for any acts or omissions in the performance of the duties and
responsibilities of XYZ, except when such acts or omissions are due to XYZ's
willful conduct or gross negligence.