Go to Content
Columbia College Chicago
Contract Review
ViralCulture-blue.jpg
Print this PageEmail this Page

Contract Review

The Office of the General Counsel reviews all contracts that obligate the College.  The process for submitting a contract for review to the Office of the General Counsel includes completely filling out a Contract Intake Form.  When dropping off a completed Contract Intake Form and contract, please schedule a meeting with the Office of the General Counsel to discuss the contract.

General contract terms that appear in contracts are identified below.  This list includes contract terms with suggested contract language and contract language to avoid and should be used as a guide during contract negotiations.  Not all of these terms appear in every contract you encounter.  This information should not be used as a substitute for contract review by the Office of the General Counsel.

GENERAL CONTRACT TERMS

1. ARBITRATION – Whenever possible you should avoid entering into contracts that require arbitration as a method of alternative dispute resolution. However, under NO circumstances should Columbia College Chicago agree to binding arbitration. Make sure that the contract does not contain such a provision, (many vendors try to sneak this one in!)

LANGUAGE TO AVOID:
“Any award made in arbitration shall be binding and conclusive on the parties and judgment may be, but need not be, entered into any court having jurisdiction.”

2. ASSIGNMENT – Columbia College Chicago wants to make sure that the other party cannot assign its interest in the contract to a third party without Columbia College Chicago’s consent because that could upset the expectations Columbia College Chicago had of the vendor when it entered into the contract.

SUGGESTED LANGUAGE:
“This Agreement may not be assigned without the written consent of the non-assigning party.”

3. AUTOMATIC RENEWAL – Columbia College Chicago generally does not enter into contracts that automatically renew year after year. The contract should contain a specific term.

LANGUAGE TO AVOID:
“At the end of the initial term, this Agreement shall automatically renew for successive one- year periods unless terminated by either party.”

4. BANKRUPTCY – In order to protect its interests, Columbia College Chicago should ensure that it has the right to terminate a contract with a vendor that files for bankruptcy.

SUGGESTED LANGUAGE:
“In the event of the bankruptcy or insolvency of either party or if either party shall make any assignment for the benefit of creditors, take advantage of any act or law for relief of its debtors, has a receiver, custodian or trustee appointed for all or a material portion of its assets and/or has its stock de-listed from the securities exchange on which it is currently listed, the other party to this Agreement shall have the right to terminate this Agreement without further obligation or liability on its part. Should Columbia College Chicago terminate the Agreement in accordance with this section, all amounts paid to Vendor by Columbia College Chicago for services which have not yet been rendered will immediately become due and payable to Columbia College Chicago, or if some or all of such amounts are not available for immediate repayment, such amounts will be deemed to be amounts owed to Columbia College Chicago by Vendor and Columbia College Chicago shall be identified as a creditor of Vendor in such amounts.”

5.    CHOICE OF LAW AND JURISDICTION – Failure to include a choice of law, jurisdiction, and venue clause may subject Columbia College Chicago to being forced to resolve a dispute in a jurisdiction outside the State of Illinois.

SUGGESTED LANGUAGE:
“This Agreement shall be governed in all respects by the laws of the State of Illinois. The parties to this agreement agree to use the State of Illinois for Jurisdiction and the County of Cook as Venue for any disputes between the parties.”

6. ENTIRE AGREEMENT – Including a term like this will prevent a vendor from later claiming that Columbia College Chicago made verbal promises or concessions that are not indicated in the written contract.

SUGGESTED LANGUAGE:
“This agreement embodies the entire understanding between and among the signatories hereto, and may not be amended or changed in any way except by written instrument signed by the parties hereto.”

7. EXCLUSIVES – As a general rule, Columbia College Chicago does not enter into exclusive contracts with its vendors.  Any such contract will require executive approval.

LANGUAGE TO AVOID:
“Columbia College Chicago agrees to grant to vendor the following rights, all of which shall be exclusive…”

8. FEDERAL LAWS – If a vendor or consultant is going to have access to student records/medical records (employee benefits records of workers comp, mental health clinic) or will be receiving such records electronically (i.e., auditor, electronic service provider, financial account services/vendor, system provider, etc.) We must add language to ensure that Columbia College Chicago complies with FERPA and HIPAA.

SUGGESTED LANGUAGE:
“The parties agree to comply with Columbia College Chicago policies and procedures and all applicable federal and state laws related to the protection and privacy of student records, medical records, and mental health records, including but not limited to the Federal Educational Rights Privacy Act (FERPA), Health Insurance Portability and Accountability Act of 1996 (HIPAA); Illinois Mental Health and Developmental Disabilities Confidentiality Act; Illinois Mental Health and Developmental Disabilities Code; Illinois Nursing Home Care Act; Illinois Medical Practice Act; Illinois AIDS Confidentiality Act; Genetic Information Privacy Act; and the Federal Drug Abuse, Prevention, Treatment and Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment, Rehabilitation Act of 1970, which may be further defined in a Business Associate Agreement between the parties.”

9. INDEMNIFICATION – Columbia College Chicago wants a guarantee from its vendors that they will defend and/or reimburse Columbia College Chicago for any losses it incurs solely due to the vendor’s negligence.

SUGGESTED LANGUAGE:
“Vendor will defend, indemnify, and hold Columbia College Chicago, its affiliates, trustees, directors, officers, faculty, employees, and agents, past or present, harmless from and against all claims, causes of action, fees, liabilities, damages, expenses (including reasonable attorney’s fees) and costs relating to or arising from or based upon the negligent or willful acts, omissions, or breach of warranty by Vendor, its employees or its agents.”

LANGUAGE TO AVOID:
“Columbia College Chicago agrees to indemnify and hold harmless Vendor from all claims, causes of action, fees, liabilities, damages, expenses, and costs relating to, arising from, or based upon the negligent or willful acts of Vendor, its employees, or agents.”

10. MODIFICATIONS – This term will prevent either party from claiming the contract has been modified through course of dealings or any other manner without Columbia College Chicago’s knowledge or consent.

SUGGESTED LANGUAGE:
“This Agreement may not be modified, amended, supplemented, or otherwise changed, except by writing executed by both parties.”

11. NOTICE – We advise asking parties to send the Office of the General Counsel official notices pursuant to a contract with a copy to the appropriate Columbia College Chicago Department. We also advise defining the appropriate methods of contact that will constitute giving formal notice.

SUGGESTED LANGUAGE:
“Unless otherwise expressly provided herein, any notice or other communication required or given shall be in writing and shall be effective for any purpose if served, with delivery or postage costs prepaid, by nationally recognized commercial overnight delivery service or by registered or certified mail, return receipt requested, to the following addresses:

To Columbia College Chicago:
Columbia College Chicago
Office of the General Counsel
600 South Michigan Avenue
Suite 810
Chicago, Illinois 60605”

With copy to:
Columbia College Chicago
[Department]
[Address]
Chicago, Illinois 60605


12. PAYMENT TERMS – Payment terms should always appear in a contract for the purchase or sale of goods or services.

SUGGESTED LANGUAGE:
Terms should include the amount, when it is due, and what happens in the event of a dispute. Late payment penalty charges should not commence less than 45 days after payment due date (60 days is preferred). Such charges should not exceed 1% per month of late payment.

13. SEVERABILITY – Columbia College Chicago wants to ensure that the core terms of its contracts will be enforceable even if one or more terms are determined to be invalid.

SUGGESTED LANGUAGE:
“If any term, clause or provision of this Agreement is held to be illegal, invalid or unenforceable, or the application thereof to any person or circumstance shall to any extent be illegal, invalid or unenforceable under present or future laws effective during the term hereof or of any provisions hereof which survive termination, then and in any such event, it is the express intention of the parties that the remainder of this Agreement, or the application of such term, clause or provision other than to those as to which it is held illegal, invalid or unenforceable, shall not be affected thereby, and each term, clause or provision of this Agreement and the application thereof shall be legal, valid and enforceable to the fullest extent permitted by law.”

14. SIGNING PARTIES – All contracts should be signed in the name of “Columbia College Chicago,” not an individual or a department. The authorized signatory should sign on the line under “Columbia College Chicago” and his/her name and title should be printed below.

SUGGESTED LANGUAGE:

Columbia College Chicago
By: ___[name]_______________
Its: __ [title] ______________
Date: _[date] ______________

15. TERM – Always make sure there is a defined term / duration for every contract. The term can be based on completion of a specific project or product, but the contract should still have some defined time frames and/or deadlines.

SUGGESTED LANGUAGE:
“The term of the Agreement will be one (1) year commencing on the date signed by both parties and terminating on ________[date]_______.”

16. TERMINATION – Columbia College Chicago needs the ability to terminate a contract if it is unsatisfied with vendor’s performance, especially for those contracts that are long in duration. Our preference is to allow for termination at any time with a short notice. (e.g. 30 or 60 days). Since vendors are not always willing to agree to this, we also suggest using language that allows Columbia College Chicago to cancel in the event of a material breach. A material breach may be defined as a failure to provide deliverables in the time frame specified or to provide the contracted services or product in acceptable condition.

SUGGESTED LANGUAGE:
“Columbia College Chicago shall have the option to terminate the agreement without cause upon thirty (30) days written notice. If either party breaches a material obligation under this Agreement and such breach is not cured within thirty (30) days after such party’s receipt of written notice of the breach, the party not in default may immediately terminate the agreement.”

17. WAIVER – It may not be in Columbia College Chicago’s best interest to immediately terminate a contract upon a vendor’s breach. However, Columbia College Chicago needs to make sure that by allowing the relationship to continue following one particular breach that it does not waive its right to take action upon subsequent breaches.

SUGGESTED LANGUAGE:
“No failure or delay by either party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the party to be charged thereby.”

ADDITIONAL STANDARD CONTRACT TERMS & GUIDELINES
(RECOMMENDED FOR CONSULTING SERVICES AGREEMENTS)

ADDITIONAL TERMS:
For Consulting Services
1. CONFIDENTIALITY – Particularly sensitive agreements and anything involving an exchange of Columbia College Chicago’s confidential information (IP, financial information, student or employee information, etc.) should include this provision so that neither party may publicly disclose the terms therein.

SUGGESTED LANGUAGE:
“To the extent permitted by law, neither party will use the other’s Confidential Information except as required to achieve the objectives of this Agreement, or will disclose such Confidential Information except to its employees, agents or contractors who have a need to know. Neither party will make any disclosure or statement in connection with this Agreement or its subject matter without the other’s prior written consent. “Confidential Information” means information disclosed by either party to the other, including but not limited to the terms and conditions of this Agreement, any non-public information relating to the other party’s research, development, proprietary technology, intellectual property, product and marketing plans, finances, personnel, business opportunities, pricing, and customer lists, but not including information that becomes public knowledge except to the extent made public in violation of this Agreement.”

2. DELIVERABLES – If the vendor is providing services, we recommend clearly outlining the deliverables that the vendor is supposed to provide. This will help make certain that both parties get what they bargained for.

SUGGESTED LANGAUAGE:
“Consultant agrees to provide Columbia College Chicago with certain deliverables. These deliverables shall include, but not be limited to…”

3. INDEPENDENT CONTRACTOR – Columbia College Chicago needs to avoid unintentionally entering into what appears to be an employer/employee relationship with its vendors. This can be accomplished by clearly defining in the contract that the vendor is an independent contractor, not an employee.

SUGGESTED LANGUAGE:
“Consultant is an independent contractor and not an employee, agent, joint venture or partner of Columbia College Chicago. Consultant assumes full and sole responsibility for the payment of its employees and for all of their state and federal income tax, unemployment insurance, social security, disability insurance and other applicable employee withholdings. All Staff assigned to the project by Consultant shall remain at all times during the agreement, employees of Consultant. Consultant is responsible for all federal, state and local laws, ordinances, and regulations relating to its staff and will be responsible for making all decisions including the course of action with respect to all human resource matters for its Staff.”

4. STATEMENT OF WORK – In addition to describing the specific deliverables the consultant will be providing (see above, “Deliverables”), the consultant should describe in some detail the consulting services it will be providing and the timeline it will follow in completing those services.


ADDITIONAL TERMS:
Recommended for Creative Services/Work for Hire Contracts
1. CONFIDENTIALITY – Particularly sensitive agreements and anything involving an exchange of Columbia College Chicago’s confidential information (IP, financial information, student or employee information, etc.) should include this provision so that neither party may publicly disclose the terms therein.

SUGGESTED LANGUAGE:
“To the extent permitted by law, neither party will use the other’s Confidential Information except as required to achieve the objectives of this Agreement, or will disclose such Confidential Information except to its employees, agents or contractors who have a need to know. Neither party will make any disclosure or statement in connection with this Agreement or its subject matter without the other’s prior written consent. “Confidential Information” means information disclosed by either party to the other, including but not limited to the terms and conditions of this Agreement, any non-public information relating to the other party’s research, development, proprietary technology, intellectual property, product and marketing plans, finances, personnel, business opportunities, pricing, and customer lists, but not including information that becomes public knowledge except to the extent made public in violation of this Agreement.”

2. INTELLECTUAL PROPERTY WARRANTY – When licensing or transferring trademarked or copyrightable materials (i.e. written work, web designs, software), Columbia College Chicago needs to verify that the vendor actually owns the rights that it is transferring to Columbia College Chicago.

SUGGESTED LANGUAGE:
“Vendor warrants that the materials are original and that it owns rights licensed herein. Vendor warrants that there are no pending or threatened infringement claims based on the materials. Vendor agrees to indemnify and hold Columbia College Chicago, its affiliates, subsidiaries, trustees, officers, directors, employees, and agents, past and present, harmless against any claim, suit, loss, liability and/or expense, including reasonable attorney’s fees, arising out of the filing of any suit, or any resulting judgment, against Columbia College Chicago by reason of any breach of vendor’s warranties contained herein.”

3. WORK FOR HIRE – In the event Columbia College Chicago hires someone to perform creative or design services, Columbia College Chicago may want to ensure that it will own the copyrights to any resulting works.

SUGGESTED LANGUAGE:
“Vendor and Columbia College Chicago agree that each party intends this to be a contract for services and each considers the products and results of the services to be rendered by Vendor hereunder (the "Work") to be a work made for hire. Author acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of Columbia College Chicago.”

ADDITIONAL TERMS
Recommended for IT Contracts/Software Licenses
1. IT / SOFTWARE WARRANTY – When licensing computer software Columbia College Chicago needs to verify that the vendor actually owns the rights that it is transferring to Columbia College Chicago, and that the software will be free of harmful viruses.

SUGGESTED LANGUAGE:
“Vendor represents and warrants that: (1) neither its software nor any update thereof will contain a virus; and (ii) Vendor has full title and ownership to the software provided by Vendor under this Agreement.”

2. PERPETUAL LICENSE – We advise negotiating perpetual, non-exclusive licenses for all software purchases. This means that Columbia College Chicago will be able to use that software indefinitely. If the license is for only a specified term, confirm that you will only use software for the term outlined in the agreement. Using software beyond the term of the license agreement could constitute copyright infringement.

SUGGESTED LANGUAGE:
“Vendor grants Columbia College Chicago a perpetual, non-exclusive license to use the Software.”

ADDITIONAL TERMS:
Recommended for Contracts to Purchase Goods
1. CONFLICT OF PROVISIONS – Similar to “Severability,” Columbia College Chicago wants to ensure that the core terms of its contracts will be enforced and that the ultimate purpose of the contract will be achieved even if one or more terms unintentionally contradict each other. This clause is especially important if the vendor attached a rider, schedule, or other additional terms and conditions to the contract, and when Columbia College Chicago is attaching a Purchase Order. NOTE: This clause must appear in the actual contract, as opposed to one of the attached addendums, schedules, or additional term sheets.

SUGGESTED LANGUAGE:
“If there is any conflict between the provisions of this Contract or any other portion of this Agreement or any other agreement, the provisions of this Contract shall apply or such interpretation of the provisions jointly shall be interpreted to be consistent with the provisions of this Contract.”

2. PURCHASE ORDER – All contracts to purchase goods should be supplemented with Columbia College Chicago’s standard purchase order (P.O.).