On April 19, 2021, USAE News provided commentary on key provisions for nonprofit meeting agreements based on a Venable alert by Cindy Lewin, George Constantine, and Jake Tully.
The alert identified five key provisions: indemnification, a hotel’s duty to resell rooms in attrition or cancellation situations, force majeure, failure to enter into venue agreement/unavailability of venue space, and warranty of condition. The authors also recommend nonprofits improve their negotiating position by crafting a “model” contract. “Leading with your own model contract will start negotiations off on the right foot, which is especially important in the event context; with tens or hundreds of thousands of dollars on the line, standard hotel and venue contract forms are never designed to protect a nonprofit’s interests fully,” they stated.
Concerning hybrid events, the authors told USAE: “For hybrid meetings, organizations should review closely their hotel/facility contract provisions related to audio-visual issues to see if they can address compatibility with other vendors like those who are providing the virtual meeting technology. Some audio-visual provisions in hotel agreements require the association to use the hotel’s preferred vendor or charge a fee if the association uses an outside provider. It is important to understand and communicate the association’s audio-visual needs for a hybrid event before finalizing the agreement.”
“Of course, it’s not just the facility agreement that is important here. To ensure that virtual attendees are able to participate with maximum engagement, it is important that the association’s technology vendors warrant in their agreements that their software will perform within the association’s IT structure and their services will be at or above industry standards. Further, for the same reason that force majeure language is so important with venue agreements, it is essential that all other event vendor agreements give similar rights to cancel without liability when holding the event as contemplated would be illegal or inadvisable,” the authors said.