Common use of Independence of Each Party Clause in Contracts

Independence of Each Party. As noted in the Preamble to this Agreement, the University and the fraternal organization are independent of each other. The University is an agency of the Commonwealth of Virginia and, in most cases, the fraternal organization is an unincorporated association, often with a charter or other affiliated relationship with a national/international fraternal organization. Neither party to this Agreement may direct, control or legally bind the other to any commitments not specifically set forth in this Agreement. Each party is solely responsible for its own commitments, representations and actions. Similarly, the fraternal organization may not use the University’s taxpayer identification number or the University’s tax-exempt status in the course of the organization’s operations, as this is not authorized by law. The fraternal organization, including its members, officers, advisors and others participating in its activities, are not protected by the University’s or the Commonwealth of Virginia’s insurance policies or self-insurance plans; nor will the University or the Commonwealth provide a legal defense to the fraternal organization or any affiliated person in the event of a claim against one or more of them. The University encourages the fraternal organization to consult with its inter/national organization, affiliated house corporation, or alumni advisor(s) on the possibility of accessing or obtaining appropriate insurance coverage in the private market. Although independent of the University, the fraternal organization may hold itself out to the public as “The [fraternal organization name] at the University of Virginia.” As with any other Contracted Independent Organization largely comprised of students matriculating at the University, the fraternal organization may not use the University’s name, trademarks, intellectual property or other legally protected marks absent express written permission granted by the Vice President and Chief Student Affairs Officer or her/his express designee. This prohibition includes use of the phrase “The University of Virginia [name of fraternal organization].” The reason for this distinction on use of names and marks is to prevent confusion by members of the public as to the actual independence of the fraternal organization with respect to the University and to maintain the legally required supervision by the University of its protected marks. In order to help insure this distinction is made clear to those who are not parties to this Agreement, the fraternal organization agrees to include the following statement on any website or social media account of the organization, and in any written contracts, proposals, or requests to enter into a contract or agreement with the fraternal organization or to provide a service to the organization: “Although this organization has members who are University of Virginia students and may have University employees associated with or engaged in its activities or affairs, the organization is not an agent or agency of the University. It is an independent organization responsible for the conduct and management of its own affairs. The University By mutual agreement, the parties may append to this Agreement one or more written addenda setting forth specific additional commitments related to the governing council with which the fraternal organization affiliates or associates. Such commitments are to be enforced by the fraternal organization’s governing council.

Independence of Each Party. As noted in the Preamble to this Agreement, the University and the fraternal organization are independent of each other. The University is an agency of the Commonwealth of Virginia and, in most cases, the fraternal organization is an unincorporated association, often with a charter or other affiliated relationship with a national/international fraternal organization. Neither party to this Agreement may direct, control or legally bind the other to any commitments not specifically set forth in this Agreement. Each party is solely responsible for its own commitments, representations and actions. Similarly, the fraternal organization may not use the University’s taxpayer identification number or the University’s tax-exempt status in the course of the organization’s operations, as this is not authorized by law. The fraternal organization, including its members, officers, advisors and others participating in its activities, are not protected by the University’s or the Commonwealth of Virginia’s insurance policies or self-insurance plans; nor will the University or the Commonwealth provide a legal defense to the fraternal organization or any affiliated person in the event of a claim against one or more of them. The University encourages the fraternal organization to consult with its inter/national organization, affiliated house corporation, or alumni advisor(s) on the possibility of accessing or obtaining appropriate insurance coverage in the private market. Although independent of the University, the fraternal organization may hold itself out to the public as “The [fraternal organization name] at the University of Virginia.” As with any other Contracted Independent Organization largely comprised of students matriculating at the University, the fraternal organization may not use the University’s name, trademarks, intellectual property or other legally protected marks absent express written permission granted by the Vice President and Chief Student Affairs Officer or her/his express designee. This prohibition includes use of the phrase “The University of Virginia [name of fraternal organization].” The reason for this distinction on use of names and marks is to prevent confusion by members of the public as to the actual independence of the fraternal organization with respect to the University and to maintain the legally required supervision by the University of its protected marks. In order to help insure this distinction is made clear to those who are not parties to this Agreement, the fraternal organization agrees to include the following statement on any website or social media account of the organization, and in any written contracts, proposals, or requests to enter into a contract or agreement with the fraternal organization or to provide a service to the organization: “Although this organization has members who are University of Virginia students and may have University employees associated with or engaged in its activities or affairs, the organization is not an agent or agency of the University. It is an independent organization responsible for the conduct and management of its own affairs. The University does not direct, supervise or control the organization and is not responsible for the organization’s contracts, representations, acts or omissions.” By mutual agreement, the parties may append to this Agreement one or more written addenda setting forth specific additional commitments related to the governing council with which the fraternal organization affiliates or associates. Such commitments are to be enforced by the fraternal organization’s governing council.