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Contract Checklists

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Basic Terms of Contract

Party Names

Parties and/or abbreviations of party names are consistent throughout contract

Commencement Date and Expiration Dates

Total Cost

Check department has adequate budget/funding for project

When the Payment is due

Vassar submitting a payment: Aim for as long as possible unless given a discount for prompt payment (>3%) Other Party submitting payment to Vassar: aim for shortest payment terms

Who to Remit Payment to

Duties and Obligations

Provides clarity to both parties on what/how agreement is being performed. The language and scope reflects what you negotiated. Sometimes it is helpful to have a College Responsibility Section & a Vendor Responsibility Section

Liability concerns of contract

Insurance requirements listed

see attachment which will be inserted into contract

Requires COI with Vassar as additional insured

Document from other party's insurance company showing their coverage with Vassar named

Vassar Insurance

If vendor requires a Vassar Certificate of Insurance, be sure to check dollar amounts are in line with current policies we hold. Contact Deanna Touhey x5467 to confirm

Indemnification

The purpose of this clause is to shift risk from one party to another if something occurs during performance of the contract. The wording may include "indemnify" which means to "hold harmless" . Watch for similar language including "College guarantees, or warrants or is responsible for damages" Preference is to have other Party indemnify Vassar. However if vendor requires reciprocal indemnification that is acceptable. Begin all negotiations asking for the other party to indemnify Vassar.

General Legal Terms of Contract/Default

Severability

If part of contract is found to be illegal to enforce, rest of contract remains legally enforceable

Non-Waiver

If you fail to enforce one term in contract, it does not stop you from enforcing that term in the future

Entire Agreement

This paragraph negates the legal effect of any agreement to do something that is not included in the written document. This is very important to include when negotiations have occurred over e-mail, telephone, and/or letters leading up to a final signed agreement

Force Majeure

Neither party can be held responsible for breaching the contract when the breach is caused by significant circumstances outside their control.

Early termination

Provides for the ability to cancel the contract. Sometimes requires certain circumstances, other times can be at will with some notice

Provisions for termination in case of default?

Does contract address default such as unsatisfactory performance and breach of payment terms?

State Law

Only agree to NY State Law -

Miscellaneous Terms of Contract

Assignment

Contacts usually do not allow transfer (assignment) of contract to another party

Use of Vassar Name and Logo

Clause to limit other party's ability to use Vassar College logo and name

Independent Contractor

Clause states vendor is not an employee of Vassar College and therefore not entitled to Vassar College employee benefits

Confidentiality/Non disclosure clause

May be needed if personal employee, student information etc. is disclosed to the vendor for performance of the agreement.

Authority to Sign/Notice

Notice

Each party provides name and address where all correspondence regarding contract should be sent to

Authority to Sign

Does the Vassar employee have authority to sign on behalf of the College? Does the individual signing for the other party have the authority to sign ? This term makes clear they do

Signature Block

Include address of both parties under signature

Take Special Care with These Clauses

Exclusivity

A clause making the vendor exclusive could conflict with other contracts on campus

Automatic renewal

Allows a contract to automatically renew for a stated period of time. Not recommended unless contract also has termination for convenience for the College

Right of First Refusal

Be careful of wording as this restricts Vassar's freedom of choice. If the contract is rebid you might give the current vendor a specified time to present a proposal

Limitation of Liability

The College does not allow a contracting party to limit their potential liability except in rare or specific circumstances. Any liability above the limit in the contract would be Vassar's responsibility

Liquidated Damages

This terms sets a dollar figure that must be paid if something in the contract is not done. These are situation specific and can help protect Vassar in some cases. We might request it if a vendor were performing a complex service where the outcome is time sensitive