Contract Review

All departments seeking to procure goods and services should begin by contacting the Purchasing & Contracts department.

Overview

Every contract has risks that must be reviewed from the perspective of protecting Georgetown University from financial loss. This section is designed to provide you with guidelines to help you manage risk when you contract products and services on behalf of Georgetown University. Our objective is to help the University community understand insurance requirements as they relate to contracts. The following questions should be addressed for each contract:

• Who are all the parties involved? 
• What kind of work is being done? 
• What type of accidents or losses could occur? 
• What is the worst-case scenario in terms of financial loss and or injury to persons or property? 
• Are the responsibilities for the risks appropriately placed with those in the best position to control them? 
• Are the parties able to manage the risk and absorb the losses? 
• Is the contract legal and enforceable?

Standard Terms and Conditions

The majority of contracts that are reviewed by Risk Management are vendor agreements.  In an attempt to standardize these agreements, Georgetown University has developed “Standard Terms and Conditions” language. The Standard Terms and Conditions must be presented to every vendor as part of the contracting process. 

Once the vendor accepts the GU Standard Terms and Conditions as they are written, there is no need for Risk Management to review the contract.

Vendors may try to place a greater responsibility for liability claims on Georgetown University in the event of a lawsuit. The Standard Terms and Conditions language provides protection by ensuring the responsibility for liability losses is distributed equally between Georgetown and the Vendor. 

The Standard Terms and Conditions language addresses three important protective elements. The first is the Mutual Indemnification Clause, which states that Georgetown University agrees to indemnify and hold the Vendor harmless from financial loss resulting from the negligent acts by the University. Conversely, the clause states that the Vendor will indemnify and hold Georgetown University harmless from financial loss due to the negligent acts of the Vendor.

The second protective element addressed by the Standard Terms and Conditions is the Insurance requirement. A Certificate of Insurance should be obtained from all Vendors. All contracts should require the Vendor to have General Liability insurance during the entire tenure of the contract. Depending on the type of service the Vendor is performing, additional insurance may be required including Workers Compensation, Automobile, or Professional Liability.

The third protective element is the Certificate of Insurance adding Georgetown University as an additional insured on the General Liability and/or Automobile Liability insurance. The certificate is issued by the Vendor’s insurance agent as evidence that the Vendor has insurance in place at the time of issuance.

For Independent Contractors, Georgetown University has developed a similar set of Terms and Conditions that are specific to their needs.  For these Contractors, please use the Independent Contractor Agreement (ICA).

Catering Contracts

A common type of vendor agreement is for catering services.  Hence, the University has a Catering Policy that defines a catering event and the related insurance requirements.  

Other Types of Contracts

In addition to vendor agreements, Georgetown University reviews the following types of contracts:

• Construction/Renovation
• Consulting and Professional Services
• Commercial Lease of Premises
• Charter Transportation

Risk Management currently reviews these contracts with General Counsel on an ad hoc basis.

Questions?  Contact Risk Management at (202) 687-6622