Ask the Negotiator: The Clauses That Bind

Savvy contract language can protect events and properties regardless of what happens in the world 

Embrace the uncertainty. Signing a contract that commits a company to a big investment a year or more from now, when anything could rock the practicality of pulling off said event, can be daunting. We talked to HelmsBriscoe Senior Director of Global Accounts and contract negotiation expert Wendy Carmichael for tips on how to move forward while minimizing risk. Her goal is to find a win-win that helps everyone achieve their most important goals.

It’s All in the Clauses

“In today’s climate of fluctuating travel budgets and unpredictable attendance, protecting my clients’ flexibility while maintaining fairness to hotel partners is key,” Carmichael said.

“When both sides feel the opportunity is a good fit, it leads to smoother negotiations and more efficient planning,”

–  Wendy Carmichael

A few essential clauses she negotiates or reinforces in contracts include:

• Force Majeure: This ensures protection if events beyond either party’s control prevent performance—not just traditional “acts of God,” but also epidemics, pandemics, government restrictions, labor strikes and transportation interruptions. It is important to clarify that performance is excused without penalty if meeting attendance or event feasibility is impacted, not just full impossibility. If travel advisories, health concerns or government restrictions make it impractical or unsafe to hold the meeting, both parties agree to negotiate in good faith for rescheduling without penalty.

Read More: Everything Is Negotiable: How Sharp Planners Master the Modern Hospitality Contract

• Cancellation by Hotel: This protects the client if the hotel cancels or overbooks. Carmichael also includes a requirement for reimbursement of deposits and comparable location at the hotel’s expense.
• Rebooking/Rescheduling: This gives flexibility if an event must move dates and allows full or partial credit of deposits or damages.
• Audit Language: This imparts the right to have the hotel audit the room pick-up and provide credit for all rooms booked, regardless of reservation method or rate. Carmichael has found that most venues are open to this requirement. What is not working or can be challenging is taking attrition more than 30 days out or prior to the group’s arrival. “Ideally, having attrition through the dates of the event is preferred,” she said.

Win-Win Windows

Take time early in the planning process to understand what is most important to both sides, Carmichael advised. “It is important to align the right property with the client’s objectives. When both sides feel the opportunity is a good fit, it leads to smoother negotiations and more efficient planning,” she concluded.