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Contract Review Guidelines

Please consult this sheet to help you determine whether the contract you are considering should be reviewed by the Office of College Counsel.

Ask yourself:
Does the Contract provide for the College to "hold harmless," or "save harmless," or "indemnify" the contractor, or otherwise assume responsibility for paying the contractor's liabilities?
Does the Contract contain clauses that would make it subject to either the substantive law or the jurisdiction (also referred to "forum" or "venue") of another state?
Does the Contract require binding arbitration or any mandatory dispute resolution other than legal action in Kentucky courts? (A mediation clause is acceptable.)
Does the Contract allow the other party to assign generally its rights to another party without the College’s written consent?
Does the Contract provide for the College to pay attorney fees, court costs, or other litigation expenses of other parties if there is a dispute?
Does the Contract provide for personal liability of the signer or any other College employee?
Does the Contract include a “non-compete” clause, which requires, for instance, that the College may not contract with a similar service or product provider during the term of the Contract or for a specified length of time after the expiration or termination of the Contract?
Does the Contract create a procurement relationship with the immediate family member of any employee of the College?
Does the Contract seek to limit the other party's liability?
Does the Contract contain a provision that all payments are immediately due upon breach of the contract or default (also known as an "acceleration clause")?
Does the Contract contain information about late payment penalties or finance charges?
Does the Contract alter the normal application of Kentucky general law of contract by including clauses that:
· Provide less than fifteen years for the College to file a legal claim or sue for breach of contract?
· State that breach would cause irreparable harm and justify injunctive action?
· Provide for liquidated damages or cancellation fees?
Does the Contract allow the vendor to repossess property or take action outside of court proceedings in response to the College’s breach of contract?
Does the Contract provide the other party with ownership or other rights (often called a "security interest" or "UCC statement") in the property being purchased by the College?
Is the reviewer of the Contract the person most knowledgeable about the background and facts?  If not, is the person
Is Contract document complete? Are all attachments or documents referenced in the Contract attached?
Is the name and authority of the other party's representative provided? Are they identified by a corporate or individual name? If corporate, is their state of incorporation included? Are abbreviations used and are they consistent throughout the document and in the signature blocks?
Does the Contract clearly establish who will execute the Contract for the other party, and in what capacity? Are the names, addresses, telephone, and fax numbers of each party's point of contact included?
Has the person who will execute the Contract for College been given authority to do so?
Does the Contract contain a clause setting forth that the Contract is the complete agreement of the parties? Does the Contract clearly and accurately state the "consideration." (Note: "Consideration" is a legal term meaning the cause, motive, price or compelling influence which induces a contracting party to enter into a contract. Any benefit conferred or agreed to be conferred to which a party is already legally entitled does not constitute consideration for a contract.)
Does the Contract have a clearly stated beginning date, ending date and effective date?
Does the Contract contain a provision stating that time is of the essence in performance of this Contract by any of the parties?
Is there a provision for notification of default, a method to cure such default, and specific steps provided for notice to parties?
Does the Contract clearly establish time, place, and method of payment?
Are payment terms at least NET 30 days upon receipt and approval of invoice (meaning that the College has up to 30 days to pay in full)?
Does Contract contain a force majeure clause ("act of God clause")? Is it effective as to both parties?
Does the Contract contain confidentiality or non-disclosure provisions?
Does the Contract provide for automatic renewal, or renewal unless the College takes affirmative action to terminate?
Does the Contract assume or refer to information or documents outside those included with the Contract?
Does the Contract create rights in parties other than the College and contractor?
Does the Contract grant any party other than the College any "exclusive right," so that the contract would limit for a period of time the College's capacity to grant similar rights to other persons or organizations?
If the Contract is for consulting or other personal services (artistic performance, etc.):
· Does the Contract involve the creation or modification of any intellectual property (copyright, patent, trademark) by the party providing consulting or other personal services?
· Does the Contract discuss whether the College will withhold or pay taxes on the other party’s behalf?
Does the Contract include a clause or covenant providing that the College will not hire a service provider's employees who work with us in the provision of services?
Does the Contract allow the price or other terms to be changed in the future?
Does the Contract allow the other party to use the College's name or logo in any advertising, endorsement, or promotion?
Does the Contract allow the other party to terminate the Contract? Under what circumstances? Does the College enjoy a similar right?
Does the Contract require the College to obtain insurance or a bond?
Does the Contract provide for other party to buy an insurance policy protecting the College?
Does the other party assert a right to exclusive control of any investigation, defense or settlement of any patent or copyright lawsuit or other claim filed against Centre College?
Does the Contract require the College to "ensure," use "best efforts," "warrant," or otherwise guarantee anything (e.g., security of property or confidentiality of information)?
Does the contract require personnel, space, or equipment in addition to what is presently available for the project, or does it require alterations to physical plant, installation, or maintenance of equipment?
Does the contract involve the use of one or more College facilities that require scheduling, user fees, or both? If so, please see the Facilities Rental Agreement, available from Human Resources.
Is there any part of the Contract that the campus originator does not understand?
Should the Contract be signed in multiple originals or counterparts?
Does the Contract include a provision in which one party assigns copyright in certain intellectual property to the other party?
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After you have reviewed the contract in light of the above questions and, if you believe that the Office of College Counsel should review the contract prior to signature, please print and attach this sheet to the contract, noting which issues above are implicated, identify where in the contract the issues arise, and send both to Jamey Leahey in the Office of College Counsel.
Please do not agree with the other party that we will review, sign, and return immediately. We should make sure we have plenty of time to review the document thoroughly before agree to it.

__________________________________ ____________________________
Contract Originator Date Submitted for Review by OCC
Office of College Counsel Action: Approved as is ____
Approved with changes indicated ____
Recommend against signing ____
Date: _________ Initials: ____