Indemnification - In general, BSU cannot agree to indemnify or "hold harmless" the other party to a contract. Efforts should be made to remove such provisions from the agreement.
Please note that a provision that says BSU "is responsible for" or "will reimburse the other contract party for" may be an indemnification clause. Also, a provision in which BSU "represents" or "warrants" something may be an indemnification clause.
Insurance - With respect to insurance coverage, BSU has an existing property and liability insurance program in place. Contract provisions calling for BSU to carry specific types or amounts of insurance may be in conflict with BSU’s insurance program and should be reviewed with the Director of Risk Management to insure BSU can comply with those provisions. Efforts should be made to delete provisions requiring an outside party to be added as an additional insured on BSU’s policies. If the contract requires BSU to provide proof of its insurance, contact the Director of Risk Management to obtain the necessary certificates of insurance. .
Governing Law/Jurisdiction/Venue - The university will not agree to be bound by the law of another state or country or to submit to the jurisdiction or venue in any place other than the county of Delaware, state of Indiana.
Arbitration or Mediation - The university generally will not agree to any provision that requires the parties to submit a dispute to arbitration or mediation.
Confidentiality - The contract must not include any provision that calls for the contract itself or the terms of the contract to be confidential. A contract may include a provision requiring that some specific information be kept confidential, such as trade secrets related to a sponsored research agreement.
Liquidated Damages - Liquidated damage provisions must be excluded because such provisions require the university to pay for goods or services not actually rendered.
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