Office of Risk Management

Please contact the Director of Risk Management for any questions or concerns regarding contracting. Colby employees should consider the following terms in reviewing proposed agreements:

• Termination without cause/for convenience: In general, agreements should allow for Colby to terminate the agreement “without cause” – which means termination for any reason whatsoever. If there is not a without cause termination provision, the agreement should not commit Colby for a period of time beyond what is reasonable for the type of arrangement.
• Auto-renewal: In general, Colby should avoid auto-renewal provisions, as those provisions can result in extending the agreement without appropriate review by Colby. If the agreement does contain an auto-renewal provision, the Colby responsible party will need to track renewal and notification dates so that Colby can provide timely notice of intent not-to-renew pursuant to the terms of the agreement.
• Independent Contractor Status: In general, the agreement should state that the vendor is an independent contractor to Colby and Colby shall have no responsibility for employment-based benefits.
• Confidentiality: If confidential information from Colby will be disclosed to the vendor, the agreement should require the vendor to: maintain the confidentiality of the information; require the vendor’s subcontractors to maintain the confidentiality of the information; and use the information only in support of the services being provided to Colby. The Colby College Standards for Safeguarding Information Addendum should be executed if the vendor will receive personally identifiable data of individuals affiliated with Colby or will receive proprietary or highly confidential information from Colby. Please contact the Director of Information Security and Director of Risk Management regarding any concerns you have with data or information security relating to the arrangement.
• Indemnification: Indemnification provisions govern a party’s liability in the event of a claim resulting from the agreement. In general, Colby should only accept indemnification provisions that are mutual and balance the risk equally among the parties. There are times when indemnification provisions that shift risk in one direction are appropriate. Please discuss with the Director of Risk Management your concerns regarding potential liability resulting from the arrangement.
• Insurance: If the agreement could result in liability of the vendor to Colby for personal injury of property insurance, the agreement should require General Liability insurance to protect Colby’s interests. In those instances, the agreement should require that Colby be named as additional insured on a primary and non-contributory basis. Colby should be provided with a certificate of insurance prior to execution of the agreement, with Colby named as a certificate holder and providing Colby with at least thirty (30) days-notice prior to expiration of the policy. Please discuss with the Director of Risk Management your concerns regarding potential liability resulting from the arrangement.
• Limitation of Liability: Colby should avoid provisions that attempt to limit the vendor’s potential liability to Colby. In some cases, these provisions are industry standard and will not be deleted by vendors. In those case, Colby should request that the limitation be set at the vendor’s level of applicable insurance and/or request the same limitation of Colby’s potential liability to the vendor.
• Choice of Law & Jurisdiction: Vendor agreements will often require that the law of the vendor’s home state will apply to the agreement and any disputes regarding the agreement will be resolved in the vendor’s home state. Colby generally requires that these provisions be revised to indicate that Maine law will apply to the agreement and any disputes related to the agreement will be resolved within the State of Maine.

Did the vendor supply its own agreement for Colby to sign?

Yes – Please review the agreement for your own operational concerns and the concerns outlined in the Colby Contracting Terms Guidance and make any necessary revisions. Please then send the agreement to the Director of Risk Management for review and signature.

You do not need to submit a Colby College Independent Contractor Memorandum Agreement or an Independent Contractor Questionnaire in these instances; however, the Director of Risk Management may require additional information as part of the review.

If the Director of Risk Management is unavailable and there is an urgent need for execution of an agreement, Colby employees should contact the office for the Vice President for Administration for review and signature.

No – Please complete a Colby College Independent Contractor Memorandum Agreement for signature by the vendor. Memorandum Agreements of any value may be signed by the Director of Risk Management. Memorandum Agreements of $4,999 or less in value may be signed by the Controller.

Independent Contractor Questionnaire

• If completing a Colby College Independent Contractor Memorandum Agreement, an Independent Contractor Questionnaire must also be completed by the vendor unless one of the exceptions below is met: (1) If the contracted work is limited to a one-time performance, lecture, or honorarium-based event; or (2) If the agreement is with a corporate entity employing the individuals who will perform the contracted work.
• If the Independent Contractor Questionnaire is required, please send the completed Independent Contractor Memorandum Agreement and Independent Contractor Questionnaire to the Director of Risk Management (agreements of any value) or Controller (agreements of $4,999 or less in value) for review. The Director of Risk Management/Controller will review the Questionnaire and complete the Independent Contractor Checklist to confirm the status of the individual as an independent contractor.
• The Contractor Memorandum Agreement and Independent Contractor Questionnaire must be completed prior to commencement of the contracted work. If Colby determines that the vendor should be classified as a Colby employee, the individual will need to register with Colby HR prior to commencing work. This registration includes completion of the I-9 Employment Eligibility Verification form, which is required prior to commencement of employment.

Submission to Accounts Payable

• Once the Colby College Independent Contractor Memorandum Agreement is signed by the Director of Risk Management or Controller, it can be submitted to Accounts Payable to initiate payment.
• If the vendor has not completed the substitute W-9 portion of the Independent Contractor Memorandum Agreement, a completed W-9 must be submitted.
• Accounts Payable will retain all applicable documents for its files, including the Independent Contractor Memorandum Agreement, Independent Contractor Questionnaire, Independent Contractor Checklist, and W-9.
• For copies of the Colby College Independent Contractor Memorandum Agreement or an Independent Contractor Questionnaire, please see Colby Financial Services’ Payments and Reimbursements page.

***Important***

Whenever you have any doubt about the independent contractor status of a vendor, please contact the Director of Risk Management or Controller prior to commencement of any work. Thank you!