Contracts and Memorandum of Understanding MOU Vita Feuerstein

Contracts and Memorandum of Understanding (MOU) Vita Feuerstein Manager Conference Contracting

Part I - Contracts 2

What is a Contract? A contract is a legal exchange of promises between two or more parties, which is codified in writing and enforceable in a court of law. 3

Types of Conference Related Contracts: Audio Visual Conference Centers Convention Centers Exhibition Decorator Food and Beverage Hotel Meeting Management Companies Miscellaneous Venues (Aquarium, Museum, etc. ) Printers (Proceeding, CD, Programs, etc. ) Registration Management Companies Security Transportation 4

IEEE Contract Policy Contracts with a value of $25, 000 USD or greater must be submitted to IEEE for review by a Subject Matter Expert (SME)prior to final approval and execution by IEEE Procurement Department. 5

How do you determine if a contracts’ value is $25, 000 USD or greater? Add the total cost of services + the total cost of exposure/risk (if applicable) 6

What Determines Value? Hotel Contracts Total number of sleeping rooms blocked, less guaranteed attrition, PLUS meeting room rental and food and beverage commitment (if any) Registration Management Contracts Cost of service including estimated T&L and ancillary charges PLUS estimated registration revenue of conference if funds ARE NOT deposited directly into conference account Meeting Management Contracts Cost of service including estimated T&L and ancillary charges PLUS estimated revenue of conference (registration and exhibits) if funds ARE NOT deposited directly into conference account 7

What is the Benefit of a SME Review? Eliminates Ambiguity § Ensures Contract is mutual § Minimizes Financial Liability § Essential for good business practices and reduces financial risks Keeps volunteers and staff on top of new trends, clauses and other “gotcha’s” 8

Be aware! CONTRACTS ARE WRITTEN IN FAVOR OF THE VENDOR – The vendor is an expert at writing contacts KNOW YOUR HISTORY - KNOWLEDGE IS POWER DON’T ASSUME ANYTHING - The person that you are contracting with is not the person that will be implementing the contract. GET EVERYTHING IN WRITING 9

Be Aware! - Hotels will analyze the property’s history – seasonal demand, local and group meeting space rental, fluctuation of food and beverage sales, amount other factors – allow the management team to come up with a pricing strategy that maximizes the hotels’ Rev. PAR (revenue per available room) Hotels look at size of the group, rate they want, how much food and beverage they require, arrival/departure patterns, rooms to meeting space ratios, season, the groups history and contract terms, lead time and risk 10

Be Aware! Meeting Management § Mgmt. Services are not clearly defined and, in most cases, no cap on billable hours § Credit Card Fees are additional and are not spelled out in contract § Hotel Commissions are not defined in contracts, but in most cases, are taken by Mgmt. Company on top of Mgmt. Fee § Additional costs are Billed outside of Mgmt. Fee (phone calls, faxes, postage, copy changes, badge design and printing, badge holders, ribbons, use of 800#) § Discounts offered for Vendor Contracts, but a markup is applied for financial gain to Mgmt. Company 11

Be Aware! Registration § E-commerce sparks new legal issues § Online registration and security of credit card numbers § Not all companies are bonded § Credit Card Fees are not clearly spelled out § Additional costs are billed outside of registration fee § Ensure there are no “Pass thru fees” 12

Templates Available on IEEE Website § Hotel Contract IEEE, Starwood, Hyatt, Hilton, Fairmont, Disney, Marriott, Wyndham § Meeting Management Contract Available 4 th Quarter 2009 Registration Management Contract § Exhibit Space Application § 13

http: //www. ieee. org/web/conferences/organizers/contracts. html 14

2009 Policy Change: Competitive Bidding Competitive bidding is required for contracts and commodity orders valued at or above $250 K. Conference hotel, caterer and convention center contracts are exempt from this requirement; however, it is “best business practice” to follow a competitive bidding process for all contracts/orders. Support documentation is required with submission of contact 15

Part II – Memorandum of Understanding (MOU) 16

What is a MOU? An MOU is used as a confirmation of agreed upon terms. It is a written document describing the roles and a general description of the responsibilities of two (or more) parties which sets forth the basic principles and guidelines under which the parties will work together to accomplish their goals. An MOU is less formal than a contract, but is signed by the parties involved to indicate their agreement to the principles contained in the MOU. AN MOU IS A PARTNERSHIP 17

Types of MOUs (Policy 10. 1. 2) Financial Co-Sponsorship § Co-Sponsorship indicates a shared involvement among several organizations, one of which is an IEEE organizational unit. Other co-sponsoring organizations could be IEEE organizational units or other “Not-for-Profit” non-IEEE organizations. § Co-Sponsorship indicates a shared and significant involvement in the technical, financial, publicity and administrative areas of the conference. Technical Co-Sponsorship § § § 18 Technical Co-Sponsorship indicates direct and substantial involvement by the IEEE organizational unit solely in the organization of the technical program. The IEEE organizational unit has no financial involvement in the conference. Technical co-sponsorship does not guarantee that the papers accepted for presentation at the conference will be eligible for inclusion in the IEEE Conference Publications Program (CPP), which handles post-conference distribution of conference papers in all media.

IEEE Policy (10. 1. 5) A Memorandum of Understanding (MOU), sets forth the relationship and obligations of the involved parties. A MOU is required when two or more organizational units agree to provide financial or technical co-sponsorship to a conference. 19

Relationship and Obligations of the Involved Parties Financial Co-Sponsorship : “Shared and Significant Involvement” Technical Co-Sponsorship: “Direct and Substantial Involvement in the Technical Program” 20

All MOUs Should Describe: The Parties Involved The Name Of The Event The Duration Of The MOU The Role Of Each Party How The MOU Can Be Terminated Contact Information Of Signing Parties 21

Technical MOUs “Direct and substantial involvement” Add the following: § In detail, describe your “direct and substantial involvement” § Who owns the copyright to the intellectual property developed under the MOU § Will the conference proceedings be included in IEEE Conference Publications Program (CPP) § Who is the financial owner of the event 22

Financial MOUs “Shared and significant involvement” Add the following: § What is the financial split between sponsoring parties; how is the profit/loss shared? § Where are the conference funds being held; who has access to the conference funds? § Who defines the role of the conference organizing committee? § Who has oversight for the conference? § When applicable, who is responsible for VAT 23

Templates have been created for use when preparing Financial and Technical MOUs. They can be used as written or as a guide in preparing conference-specific MOUs. If there are multiple sponsors, one MOU may be used provided it identifies the relationships of each sponsors. If an MOU is currently in place that defines the relationship of the co-sponsoring parties, it is not necessary to rewrite the MOU, however, it is recommended that the MOU is reviewed and when possible, template clauses are incorporated. 24

http: //www. ieee. org/web/conferences/organizes/MOU. html 25

MOUs are due with the submission of the Information Schedule 26

2009 Policy Change Policy 10. 1. 4 All co-sponsored conferences shall submit a Memorandum of Understanding (Mo. U) to IEEE Conference Services for review, final approval, and execution. Following IEEE Conference Services review and changes, if applicable, authorized representatives of each of the sponsoring organizational units shall sign the Mo. U and return it to IEEE Conference Services for execution. Once submitted to IEEE Conference Services, the Mo. U review process shall take no more than 60 days from the time of receipt to execution. If the compliance recommendations of IEEEE Conference Services are challenged by the OU, then appeals shall be forwarded to the IEEE Conferences Committee Chair for final ruling. Co-sponsored conferences shall not use the IEEE name or Master Brand in its web site, publications, or promotions before the Mo. U is executed 27

2009 Policy Change Policy 10. 1. 5 The IEEE organizational unit’s direct and substantial involvement in the technical program. The technical paper review process, including a clear identification of the level of paper review, if the conference proceedings will be included in the IEEE Conference Publications Program (CPP) 28

Contracts and MOUs to be reviewed should be sent to: Conference-contracts@ieee. org 29