An Introduction to Vendor Contracts
An event vendor contract agreement is a confirmation of the vendors meeting certain requirements for the services that the vendor has agreed to insure the smooth running of the event. The vendor contract can include a list of services that the vendor should provide which are usually in conjunction with the event planner and/or event producer . They may also include specific requirements for each service and details related to payment. Vendor contracts can be used for all types of events. They are generally used for catering, audiovisual equipment for concerts and conventions, photography, decorations, music and entertainment, tents, tables and chairs, and photography.
Key Provisions of a Vendor Contract
Depending on the type of contract, there are some critical elements you must ensure are in place before hiring the vendor. For purposes of this discussion, we will focus on those vendors you hire to provide goods and services for an event rather than the artist headlining the concert, assuming there is one.
In any event vendor contract, there should be a description of services rendered and/or goods provided. This should include a breakdown by day, if pertinent, and exact time frames in which goods or services must be provided.
It is important that the contract stipulates the exact services to be provided so that if there is a dispute, you have something in writing to rely on to argue your case. Taking the time to make sure you are in agreement in writing from the beginning can prevent disputes later down the road.
In virtually every contract, you will need to pay a deposit. When you’re negotiating the contract, be sure you understand when the remaining balance on the contract is due and the schedule for payment. You will also want to confirm how you will be required to pay the contract.
You must be clear about what happens if something goes wrong and one of you doesn’t deliver as promised. Most contracts have some sort of liability provision or disclaimers, stating that if the event doesn’t go as planned (due to illness or injury, for instance), the deposit or payments to date will be forfeited in order to cover costs already incurred. In some cases, the vendor may be liable for damages if they fail to provide the goods and services as agreed upon.
It’s also important to clarify when the contract can be terminated. This is especially true if you run into trouble with the service or product quality. As the client, it should be made clear that you can terminate the contract for non-performance including if one of the services is not delivered on schedule. It is also a good idea to clarify if you have the right to get your money back should the contract be terminated. In some cases, you may have already paid for services delivered up to the point of termination, which may or may not be refunded at the vendor’s sole discretion. As the client, you will want to protect yourself and insist on a higher degree of accountability from the vendor.
How to Negotiate a Vendor Contract
The negotiation process for an event is just that. A process. I often use my Client’s own words in when describing it as a back and forth system of communication. I certainly agree in those terms.
Depending on how you source event support, you will find that you are presented with a form or template of sorts for their "terms of service" or agreement. Most of these are not negotiable, but that does not mean that they cannot be negotiated, just that they are seldom chosen as the basis for negotiation with the Client because they are well established and serve all parties reasonably. That said, understanding the "terms" (or what they mean) and how they are applied throughout the planning process is important to knowing when and how you can be flexible as you negotiate your agreements with vendors.
A good way to go about it is to read the terms in line with the components of your event such as the timeline and budget. In the attachment you will find breakdowns of the terms that are common to all events. This list is designed to get you started with your negotiable list, and may also highlight the places you have little to no flexibility.
Once you have your list, I would recommend creating a reference list of the term, the item you want to change, and your reasons for the change. Once you have that, you can do one of two things: 1) you can go line item by line item with each vendor and see where adjustments can be made on both sides without sacrificing the integrity of the service or the contract, or 2) you can include your requests in an email to the vendor that sends them the ball and lets them set the pace for negotiation. This gives you the ability to see where some wiggle room is possible and where some concessions can be made that can be met part way.
If you take this path, you are able to negotiate your contract line item by line item. In each case, you have the opportunity to ask your vendor for clarification about the service or see the negotiation as a point of compromise (ie the Client eases up on one element of the contract, the vendor agrees to a change in another area to account for the lack of adjustment in the first). A good tactic to use is to reference the services as they relate to the budget. When you explain the change as cost based, you frequently find yourself in a situation where only a slight adjustment is needed instead of eliminating that service altogether.
Legal Factors
When entering into event vendor contract agreements, organizers should consider the warranty provisions included in the contract. Warranties are assurances that certain conditions exist upon execution of the contract or will happen in the future. Warranties may be express or implied and cover a number of topics. Express warranties are written into a contract and can be expressly stated, as well as be implied through the conduct of the parties involved. In most circumstances, it is preferable to draft an express warranty guaranteeing certain aspects of performance by the vendor. Implied warranties are general and do not specifically address any one aspect. The theories of implied warranties (such as merchantability) can be useful to the event organizer in the event a vendor attempts to disclaim all warranties other than those specifically stated in the contract. However , the event planner should specifically address any disclaimers of liability in the contract which may inhibit the ability to pursue an action against the vendor for a breach of an express warranty.
Another consideration is insurance. Although this topic will be discussed in more detail in the following section, the event planner should attempt to have the vendor agree to carry certain levels of insurance covering the work being performed. In most circumstances, the event planner will also want to require that the vendor name the event planner as an additional insured under the policy. The amount of insurance coverage can vary and will depend on the size and scope of the project.
Many contracts include a dispute resolution provision, requiring the parties to seek to resolve disputes through mediation and/or arbitration before bringing any lawsuit. This is a good tool for resolving disputes because, unless the parties are unable to remedy the issue through these forms of alternative dispute resolution, they will not incur the added expense of gathering large amounts of information and taking testimony to be used at trial.
Common Pitfalls
Erreurs fréquentes à éviter dans le cadre d’un contrat de fournisseur de services d’événement
Dans l’enthousiasme du moment, il n’est pas rare de prendre des raccourcis et de passer sous silence certains détails en relation avec le respect du contrat de services de l’événement. De plus, la personne qui a négocié les modalités du contrat peut ne pas être la même que celle qui le signe au nom de la société organisatrice de l’événement. La convention doit être signée par un dirigeant ou personne dûment autorisée par le conseil d’administration et portant un mandat enregistré confirmant cette autorisation.
Voici donc quelques erreurs fréquentes à éviter :
Vérifier les erreurs d’imprécision (scheduller contractuels) et annuler les réservations auprès du fournisseur concerné, selon le cas. On s’étonne parfois qu’une ou deux journées d’appel de services de produits ou de prestations organisés pendant la durée de l’événement, ne soient pas facturées. Vérifiez d’abord si ce n’est pas possible, qu’il n’y ait pas d’oubli ou d’erreur de votre part dans la lecture du contrat sur votre appareil mobile.
Petit point négatif d’un détail d’exécution, confirmation ou authentification de la commande « à la box » ou tout autre personne qui se présente avec le courriel du nombre d’exemplaires au service des prévisions de consommation des biens et services, pour des raisons de sécurité alimentaire.
Templates and Tools
There are many places online you can go to find free or paid-for templates for event vendor agreements. A few that come up with a basic search include:
Most of these templates will be fairly generic but contain the core elements we have already discussed. Usually, to create a more thorough agreement, you will need to review those templates for a particular type of vendor that is specific to your event (such as a food vendor or DJ) . Make appropriate edits to the basic template you choose and send it to a legal professional for review if it has not already been prepared by an attorney. Some people choose to skip this step and try using a template as is, however, that decision could result in some major issues down the line without you ever realizing the problem stemmed from something that should have been included in your vendor agreement.