Commercial Activity Policy
Drury University is a safe, education-oriented and community-minded campus that maintains an academic and social environment conducive to intellectual and personal development of students and promotes the safety and welfare of all members of the campus community. Drury University prohibits the abuse of commercial activity by its students, employees and citizens. Drury University will cooperate with authorities in the enforcement of all applicable laws.
The abuse of commercial activity by Drury students, university employees or Drury citizens is prohibited on university-owned or -controlled property, in conjunction with university-sponsored or -supervised activities, or at any activity or event that an observer would associate with Drury students, university employees or Drury citizens.
This policy has been established to protect the integrity of the educational experience, encourage positive behavior and enhance the community commitment of Drury students, university employees or Drury citizens.
University facilities are not to be used as a location for the operation of any business or enterprise, including the ongoing sale of any services or products.
COMMERCIAL ACTIVITY & VENDOR SPONSORSHIP GUIDELINES
The programs and activities of students, campus departments or student organizations can be greatly enhanced by the support of commercial vendors and other off-campus organizations.
However, the Drury community and off-campus vendors may have different motives and desires. These guidelines should be followed to ensure the safety of the Drury University community:
- PRIOR APPROVAL: All commercial activity held on the Drury University campus must have the prior approval of the Dean of Students Office and must be sponsored by a registered student organization or a campus department.
- PROFITS: Sponsoring student organizations or campus departments should pre-determine a mutually agreed upon minimum amount or percentage of profits from the vendor.
- FOOD AND BEVERAGE SALES: Food and beverage sales are discouraged in association with vendor sponsorships.
- NON-COMPETITION: Items sold must not compete with any Drury University-based services, such as the Bookstore or Carbon Copy.
The programs and activities of student groups can be greatly enhanced by the support of off-campus vendors. At times, the collaboration of students, student organizations and/or off-campus vendors requires a contract to be signed regarding goods or services provided, price, and/or dates for performance or delivery.
The Dean of Students must review all contracts to ensure standard requirements are met. To have your contract reviewed, submit a copy of the contract to the Dean of Students Office. All contracts must be submitted at least 3 weeks before the event. Student organizations should allow 3 days for the Dean of Students to review the contract.
Be advised that students do not have the authority to sign any contract on behalf of Drury University or any of its facilities or departments.
If a student or student organization fails to meet its contractual obligations, Drury University will not assume those obligations. To make this clear to third parties, any contract signed must bear the full name of the student organization and must include the following clause:
- The parties hereto agree and understand that Drury University is not a party to this contract and that Drury University is not responsible, under any circumstances, for performing any obligations of this contract.
- NOTE: If this language is not included and/or there are negative consequences to Drury University or any of its facilities or departments arising from a contract signed by members of a student organization, the students who signed the contract and the student organization may be subject to the loss of privileges, disciplinary action through the Student Organization Judicial Process and/or prosecution under applicable laws.
A contract is a legal obligation. Students may wish to seek independent legal counsel before signing. At the very least, students and student organizations should consider the following issues before entering into any contract:
- Does the contract contain all the terms and essential components of the deal (i.e. a full description of goods or services, price, and dates for performance or delivery)?
- Are all lists, price sheets, schedules, appendices, order forms, and other documents mentioned in the contract actually attached to it?
- Is the document so overly legalistic that much of it is incomprehensible? If so, your organization should ask the other party to resubmit something that is in plainer English. If you cannot understand the contract, then your organization should not sign it.
GROUP & TERM IDENTIFICATIONS
- Is the name of your sponsoring group properly identified? The contract should not be in Drury’s name or on Drury’s behalf (see University Involvement).
- Is the other party (vendor or company) properly identified? Are abbreviated terms for the parties (i.e. Vendor or XYZ) used consistently throughout the document?
- Is the product, rental, or service clearly identified and fully described? Are the dates of delivery or performance of services well defined?
- Is the total purchase price clearly defined, including any promised discounts? If not, does the contract include an understandable formula by which the value will be calculated? You may not wish to agree to pay late fees and interest on unpaid balances, so does the contract mention the date by which all final payments must be received?
- Does the contract have a clear beginning date and end date? (For example: “The term of this contract will be for one year from the date of signing, unless otherwise terminated by either party.”) You should avoid automatic renewal provisions and open-ended terms (for example, a clause that states: “This contract will remain in effect unless terminated by either party.”), as student organization membership will change from year to year. Student organizations are advised against signing multi-year contracts for this same reason.
- Many contracts state that either party upon a breach of a material obligation by the other party can terminate them. Does the contract require that the breaching party be given notice and an opportunity to correct (or “cure”) the breach? Does the cure period seem reasonable?
- Does the contract contain a unilateral right of termination? (For example: “This contract may be terminated by either party at any time with or without cause with 30 days prior written notice to the other party.”) Is this reasonable given the nature of the contract? There may be certain contracts in which your organization would not want the other party to back out of a commitment on very short notice (e.g. the rental of space for a house formal or hotel rooms for a conference).
- Does the contract spell out the approved methods of delivering notices, such as a notice of termination or notice of breach (in writing, by phone, through email)? Does the contract spell out the full name and full address, fax, or email address of those to whom notices should be sent?
- Does the contract require “best” efforts? If so, you might consider changing the language to “reasonable” or “good faith” efforts. (For example:“[Student Organization] agrees to exercise good faith efforts to ensure that each member and guest that is under the age of 21 refrain from attempting to obtain, obtaining, attempting to consume, or consuming any alcoholic beverages during the event.”)
OFF-CAMPUS VENDOR LIABILITY
- Does the contract limit a vendor’s liability for negligence, breach of contract, or other wrongful act or omission? Student organizations have every right to expect vendors to stand behind their products and services and to accept responsibility for their own wrongdoing.
- Does the contract require your organization to indemnify the other party (i.e. reimburse costs or otherwise defend the party from liability) in any way? Your organization should not agree to indemnify vendors or their employees in ordinary commercial situations.
Does the contract contain a provision stating that it may not be modified except in writing signed by both parties? For example, you would not want the vendor to substitute another menu item or service at the last minute if you were anticipating something else.
GOVERNING LAWS & ARBITRATION
- Does the contract state that the laws of a particular state govern it and/or that any legal action relating to the contract will be brought in a particular state? If the state referenced is not Missouri, you may wish to change it to Missouri or delete the provision altogether.
- Does the contract contain an arbitration clause? Arbitration is an alternate method of resolving legal disputes. Arbitration tends to be less expensive and less intrusive than a lawsuit; however, because the threshold is somewhat lower, it may mean the likelihood of a dispute coming to a head is higher. Your organization will need to consider carefully whether it wants to commit to arbitration in the event that a problem arises with the contract. If you decide to take this route, you might consider including contract language that states that the arbitration is “binding” (meaning it cannot be attacked later in court), that it will be conducted in accordance with specific rules (i.e. the Commercial Arbitration Rules of the American Arbitration Association), and that it will be held in a particular city (Springfield would be preferable).
CONTRACT UNDERSTANDING & OBLIGATIONS
- Does the contract stipulate that it embodies the entire understanding of the parties? (For example: “This contract constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior understandings and agreements.”)
- Does the contract state that neither party may assign its rights or obligations without the written consent of the other? This may be especially important if the identity of the person or organization with which your organization is engaging really matters to you; for example, if you are contracting with a particular deejay or band.
The programs and activities of students, campus departments or student organizations can be enhanced by the completion of raffles to raise money for an individual or group that promotes the mission of Drury University.
The university reserves the right to prohibit raffles at any time, and individuals or groups sponsoring the raffle assume all risk in running a raffle that such activity, depending on its structure, may be deemed illegal gambling under Missouri law.
- RAFFLE PROFITS: Raffle profits should be used to further the mission of the group, team or department conducting the raffle.
- RESPONSIBILITY & FUND USE: It must be clearly stated that the individual or organization is responsible for all aspects of the raffle and that funds collected are used to benefit the groups programming budget, service to the university community, and/or philanthropic endeavors.
- UNIVERSITY ENDORSEMENT: It must be clearly stated that the university neither endorses nor sponsors the activity. The individual or group must provide a disclaimer of any university sponsorship, or endorsement of the event, preferably on the raffle tickets.
- RAFFLE MANAGEMENT: No person, except a member of the Drury University community, may participate directly or indirectly in the management, sales or operation of the raffle. Only recognized student organizations, athletic teams or campus departments may conduct raffles.
- RAFFLE BENEFICIARIES: No individual may benefit directly or indirectly from the raffle unless given prior approval by the Dean of Students.
- TAXABLE STATUS: No individual or group should make representations with regard to the taxable status of money paid for the purchase of raffle tickets.
- RAISED FUNDS PURCHASES: It must be clearly stated that no portion of the funds raised may be used to purchase alcohol or illegal substances in violation of state law and university alcohol policies.
- SALARIES & FEES: No salaries, fees or profit should be paid to any individual or group in connection with the operation of a raffle.
COMMERCIAL ACTIVITY POLICY VIOLATION SANCTIONS
Violators of this policy will be subject to sanctions ranging from official letters of warning and reprimand to disciplinary suspension from the university, according to the severity of the offense.