Definitions

Arbitration: A method of dispute resolution involving one or more neutral third parties who are usually agreed to by the disputing parties and whose
decision (typically) is binding.
Authorized Signer /
Signatory:		 The person who will be signing the contract and who is authorized to sign the contract (i.e., authorized to bind UD to the terms and
conditions).
Business Owner: The person responsible for “seeing the contract through,” typically from the University unit wishing to enter into the contract.
Choice of Law: The question of which jurisdiction’s (typically a state) laws should apply in a given case.
Consequential
Damages:		 Losses that do not flow directly and immediately from a contract breach but result indirectly from the breach. For example, lost profits on a
collateral business arrangement.
Consideration: Something of value received by a promisor for a promise. This can be an act, a forbearance (promise not to do something), a return promise
(e.g., taking on certain obligations), money, etc.
Contracting Party: The name of each entity that is signing the contract. For the University, unless the contract is for a subsidiary of the University, the
“contracting party” should be the University of Dayton (even if a sub-unit of the University has the true interest in the contract), since it is the
University that is a corporate entity and a sub-unit is not.
Force Majeure: Unforeseeable circumstances that prevent a party from performing a contract, often referred to (or including language such as) “acts of God.”
Hold Harmless: To absolve another party from any responsibility for any damage or other liability arising from the contract.
Indemnification: Compensating for loss or sustained damage.
Jurisdiction: A state’s or other government unit’s (such as a foreign country) power to exercise authority over all persons (including corporate persons) or
things within its territory.
Liquidated Damages: An amount contractually stipulated as a reasonable estimation of actual damages to be recovered by one party if the other party breaches
the contract. If the parties have agreed to liquidated damages, that fixed sum is the measure of damages for a breach regardless of whether
the actual damages exceed or fall short of that set amount.
Mediation: A method of dispute resolution involving a neutral third party who tries to help the disputing parties reach a mutually agreeable solution. As
compared to arbitration, which is typically binding, mediation is non-binding.
Warranty: A warranty is a guarantee as to the quality of the goods or services sold that are included in the contract.

 

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