General Terms and Conditions
Updated 6/16/2026
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- Termination: Either party may terminate this agreement for any reason by giving the other party at least 30 days’ prior notice. If Supplier breaches this agreement, University may terminate this agreement immediately. Upon receipt of University’s notice of termination, Supplier will stop or complete existing work, as the University directs. University will pay for any authorized work that Supplier performs through the effective date of termination. University will not be responsible for any damages resulting from termination, including cancellation fees.
- Invoices: Supplier shall invoice the University. Supplier must include the following information on its invoices under this agreement: (1) Addressed to the University; (2) Invoice number (assigned by Supplier); (3) Invoice date; (4) Transaction date; (5) Supplier name; (6) Supplier contact for invoice questions (name, phone, or email); (7) Supplier remittance address; (8) Description of delivered goods or services provided and invoiced, including identifying information as applicable; (9) Number of delivered or completed units, increments, hours, or days as applicable, of each good or service invoiced; (10) Amount due for each compensable unit of good or service; and (11) Total amount due for the invoice period.
- Late Payment: In accordance with the Tennessee Prompt Pay Act, Tenn. Code Ann. §§ 12-4-701, et seq., University’s payment will not be considered late unless University pays later than 30 calendar days after receiving Supplier’s invoice.
- Records; Audit: In compliance with the requirements of Tenn. Code Ann. § 12-3-602, the State of Tennessee Comptroller or the University’s internal audit, or both, may at reasonable times inspect the books, records, and documents of the Supplier that are related to this agreement. Supplier shall maintain its books, records, and documents in accordance with generally accepted accounting principles for a period of 5 years from the date of University’s final payment to Supplier under this agreement.
- State and Federal Compliance: The Supplier shall comply with all state and federal laws and regulations applicable to Supplier in the Supplier’s performance of this agreement.
- Debarment: Supplier hereby attests Supplier is not currently debarred, suspended, or named as an excluded supplier by the U.S. federal government or the state of Tennessee. Supplier must notify University within 2 business days if Supplier is debarred by any organization in the United States.
- Governing Law: The laws of the state of Tennessee, without giving effect to its principles of conflicts of law, govern this agreement. The University’s liability will be governed by the Tennessee Claims Commission Act, Tenn. Code Ann. §§ 9-8-301 et seq.
- Conflicts of Interest: In compliance with the requirements of Tenn. Code Ann. §§ 12-4-103 et seq., Supplier states that no part of the Supplier’s compensation will be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Supplier in connection with any work contemplated or performed under this agreement. Supplier states that this agreement is immediately void if the Supplier is, or within the past 6 months has been, an employee of the State of Tennessee or if the Supplier is an entity in which a controlling interest is held by an individual who is, or within the past 6 months has been, an employee of the State of Tennessee.
- Tennessee Department of Revenue: In compliance with the requirements of Tenn. Code Ann. § 12-3-306, the Supplier hereby attests that it has registered with the State of Tennessee’s Department of Revenue for the collection of Tennessee sales and use tax. This registration requirement is a material requirement of this agreement.
- Self-Insurance: The University is self-insured under the Tennessee Claims Commission Act, Tenn. Code Ann. §§ 9-8-301 et seq., which covers certain tort liability for actual damages of up to $300,000 per claimant and $1,000,000 per occurrence.
- Student Data: Pursuant to the requirements of Tenn. Code Ann. § 49-7-186, if, in the course of performance of this contract, Supplier receives any personal information of University students, including, but not limited to, names; campus, home, or email addresses; telephone numbers; or other identifying information, Supplier may only use student information for the purposes stated under this contract. Supplier shall not sell or share such personal information with any other entity.
- Iran Divestment Act: As required by Tenn. Code Ann. §12-12-106(a), Supplier certifies that it is not identified on the list maintained by the state of Tennessee’s Central Procurement Office of persons or entities engaging in specified investment activities in Iran.
- Illegal Immigrants: In compliance with the requirements of Tenn. Code Ann. § 12-3-309, Supplier hereby attests that it shall not knowingly utilize the services of an illegal immigrant in the United States in the performance of this agreement and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the United States in the performance of this agreement.
- Anti-Israel Boycott: In compliance with the requirements of Tenn. Code Ann. § 12-4-119, Supplier hereby states that it is not currently engaged in and will not for the duration of this agreement engage in, a boycott of Israel. This provision does not apply to a contract with a total potential value of less than $250,000.00 or to contractors with less than 10 employees. A contract that fails to comply with this provision is void.
- Accessibility: Supplier warrants and represents that Supplier’s digital products and services, including but not limited to web content, mobile applications, software, and software updates, provided to the University under this Agreement (1) conform to the W3C Web Content Accessibility Guidelines, version 2.1 (WCAG 2.1) at conformance level AA; and (b) comply with the accessibility requirements of section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 1194. Nothing in this Agreement limits the University or any end user from making lawful, non-infringing uses to facilitate access to the products by users who have disabilities. Supplier shall promptly respond to and resolve any complaint regarding accessibility of its products or services. Supplier shall indemnify and hold the University harmless from any claims arising out of its failure to comply with the aforesaid requirements.
- Alterations to University Real Property: Supplier shall not make any alterations, improvements, or renovations to University real property until the requesting University department has received written confirmation from the University’s System Office of Capital Projects that the scope of work is acceptable. Supplier shall obtain and provide the University with contractors’ licenses, bonds, and Drug Free Work Force Affidavit, when required by state law or when requested by the Office of Capital Projects.
- Background Checks: This clause applies if Supplier will provide services on the University’s property.
- General Obligation: Supplier will not knowingly assign any individual to provide services to University if the individual has a history of criminal conduct. For purposes of this agreement, “criminal conduct” means (a) that the person is listed on any state’s sexual offender registry; (b) that person is listed on the Tennessee Abuse Registry, or (c) that the person has been convicted of a felony in any state.
- Prompt Background Checks: If the University requests, Supplier must perform a comprehensive criminal background check on any Supplier employee or sub-contractor. Supplier shall comply with the requirements of Tenn. Code Ann. § 49-7-149 if Supplier’s employees will access housing facilities owned or operated by the University or have access to student rooms or apartments. Each campus of the University has the option to conduct its own criminal background checks on Supplier’s employees through the University’s background-check vendor in coordination with their local Human Resources office. The University will cover the expenses for the background checks.
- Premises Rules: When Supplier is physically present on University property, Supplier shall make reasonable efforts to cause its employees and permitted sub-contractors to become aware of, and act in full compliance with, University’s rules, policies, and procedures (collectively referred to as “rules.”). For example, Supplier shall ensure that it complies with the University’s applicable rules regarding safety, smoking, noise, access restrictions, parking, security, and consideration for minors (students and University visitors under age 18).
- Use of University Intellectual Property: Except as allowed in this section, Supplier shall not use the University’s name, marks, logos, or any other University-owned intellectual property for any reason, without the written consent of an authorized official of the University. During the term of this agreement, Supplier may list the University’s name in Supplier’s list of clients.
- Work Made for Hire: If Supplier’s deliverables include creative commissioned work(s) developed specifically for University. Supplier acknowledges that the University will possess all rights to any creations, inventions, other intellectual property, and materials, including copyright or patents in the same, which arise out of, are prepared by, or are developed in the course of the Supplier’s performance under this agreement. Supplier and the University acknowledge that the Supplier’s work under this agreement will belong to the University as “work-made-for-hire” (as such term is defined in U.S. Copyright Law). To the extent Supplier’s work is not deemed to constitute “work-made-for-hire,” Supplier hereby assigns and transfers to the University all of Supplier’s right, title and interest in and to any creations, inventions, other intellectual property, and materials, including copyright or patents in the same, which arise out of, are prepared by, or are developed in the course of the Supplier’s performance under this agreement.
- Assignment: This agreement is personal to Supplier. Accordingly, Supplier may not assign any rights or delegate any duties under this agreement.
- Counterparts: If the parties sign this agreement in several counterparts, each will be deemed an original, but all counterparts together will constitute one instrument.
- Force Majeure: Neither University nor Supplier will be liable for a delay, failure, or default in performance due to circumstances beyond its reasonable control. The party whose performance is impacted shall provide reasonable notice to the other party about the force majeure event and its effect on performance. The party whose performance is impacted shall use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.
- Independent Contractor: The parties intend for their relationship to be that of independent contractors. Supplier acknowledges that it is not an employee of University.
- Modification; Waiver: No amendment, waiver of satisfaction of a condition, or failure to comply with an obligation of this agreement will be effective unless it is in writing and signed by authorized officials of the parties.
- Notice: All notices must be in writing and be sent in a manner that verifies proof of delivery. All communications, regardless of method of transmission, must be addressed to the respective party at the appropriate mailing address or email address.
- Severability: Supplier hereby waives any provision of law that would render any clause of this agreement invalid or otherwise unenforceable in any respect. If a provision of this agreement is held to be invalid or otherwise unenforceable, then the parties intend that such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this agreement will continue in full force and effect. If a provision of this agreement is held to be unenforceable and unmodifiable, then the parties intend for the remainder of the agreement to remain in force.
- Third-Party Beneficiaries: There are no third-party beneficiaries to this agreement.
- Entire Agreement: This agreement constitutes the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties. If Supplier maintains terms and conditions on its website, software, invoices, etc., such terms and conditions do not apply to the University.
- Tennessee Procurement Protection Act: In compliance with the requirements of Tenn. Code Ann. § 4-56-204(c), Supplier certifies: (1) that it is not a foreign adversary company and (2) that it is not knowingly selling and/or will not knowingly sell to the University any “final products or services”—defined as any “technology service or software that may contain information and communication technology”—that were manufactured or produced by a foreign adversary company.