Glossary of Terms-University Contracts - Carnegie Mellon University

Glossary of Terms

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

A

AS-IS: in the existing condition without modification.  A seller can disclaim all implied warranties by stating that the good or property is being sold "AS-IS,"or "with all faults,"  or "in its existing condition." The use of the phrase "AS-IS" relieves the seller from liability for defects. (Also see "Disclaimer of Warranties").


B

Banquet Event Order: the details of a catered event put into writing.  The services provided in the banquet event order are usually governed by a master services agreement.  A banquet event order is sometimes called a BEO.

Breach: violation of a contractual obligation either by failing to perform one's own promise or by interfering with another party's performance.


C

Certificate of Insurance (COI): a form from an insurance agency showing what policies a person/company carries, the dollar amounts the policies can pay out for damages, and the expiration date of the policies.

Choice of Law: the state's or country's laws that apply in a given case.

Consideration: something of value such as an act, a forebearance, or a return promise received in return for work done or to be done.


D

Damages: money claimed by or orderded to be paid to a person as compensation for loss or injury.

Deliverables: the final product or work created by a vendor as issued by a buyer.  Deliverables can be refered to as intellectual property as well.

Direct Damages: damages from the non-performance of a party.

Disclaimer of Warranties: a statement made by a vendor about their product or service in order to limit liability.  Normally, vendors promise to stand behind their product.  However, some vendors choose to disclaim all warranties granted by law.  These warranties include:

  • implied warranty of merchantability (product will perform as stated)
  • fitness for a particular purpose (product will perform the function stated)
  • non-infringement (vendor is not copying someone else's product)
  • title (vendor owns the product)
  • quality of information (product will generate correct data)
  • security (use of the product poses no risk to data)
  • reliability (product will perform)
  • timeliness (product/service will be available)
  • availability of data (data inputted into the program/service will be retrievable)

A vendor can disclaims any of the warranties listed above.  The buyer is then forced to assume any and all risk associated with the use of the product or service. (Also see Implied Warranties and Warranty).


G

General Damages: damages that the law presumes follow from the type of wrong claimed. General damages do not need to be specifically claimed.


I

Indemnification (Hold Harmless): an indemnification clause addresses which party will compensate the other for any harm, liability, direct or genernal damages, or loss arising out of the use of a product/service or breach of a contract.  The best example of how an indemnification clause protects the vendor is when the vendor is sued by a third party for selling the product/service.  The buyer is now responsible for any costs or settlements related to that law suit.

Implied Warranties: a statement (warranty) made by the vendor regarding their product or service.  Buyers are entitled to all warranties unless vendor disclaims one and/or all of them.  (See Disclaimer of Warranties and Warranty).


L

Limitation of Damages: similar to a disclaimer of warranties, a limitation of damages clause restricts the amount of compensation to be collected from direct damages only.  Compensation is usually limited to the cost actually paid by the buyer for the product or service.

Limitation of Liability: a clause that restructs the amount a buyer can collect from the vendor for damages.  Again, compensation is usually limited to the cost actually paid by the buyer for the product or service.  A limitation of liability clause places all risk on the buyer.  The most common place to find a limitation of liability clause is in cloud service agreements.  The service may be very inexpensive, but the potential risk of losing the sensitive or unique data stored in the cloud can be exponential.


M

Master Services Agreement: a contract for general services verses a specific service.  A master services agreement can be used numerous times by buyers until its termination date.  The terms and conditions of a master services agreement govern and are incorporated into specific statements of work, work orders, banquet event orders, invoice, and quotes that reference the master services agreement. 


P

Preferred Supplier: a company that the University has arranged special or discounted prices with for certain products or services.  A preferred supplier agreement does not have terms and conditions to govern the performance of services.

Performance: successful completion of a service.

Professional Services Agreement: a contract for a specific service. Usually, the service is a one-time only deal.


S

Special Damages: damges claimed and/or awarded in a lawsuit which were out-of-pocket costs directly as the result of the breach of contract, negligence, or other wrongful act by one of the parties.  Special damages can include medical bills, repairs, and replacement of property, loss of wages, and other damages which are not speculative or subjective.  They are distinguished from general damages in which there is no evidence of a specific dollar figure.

Statement of Work: the details of service put into writing.  The services provided in the statement of work are usually governed by a master services agreement. (Also see Work Order).


W

Warranty: an express or implied statement that the product or service is guaranteed by the vendor. (Also see Disclaimer of Warranties and Implied Warranties).

Work Order: the details of service put into writing.  The services provided in the work order are usually governed by a master services agreement.  (Also see Statement of Work).