Fillable Printable Contract Addendum Template - Barnard College
Fillable Printable Contract Addendum Template - Barnard College
Contract Addendum Template - Barnard College
Addendum to Agreement between Barnard College and Page 1 of 6
____________________________ dated _________________________
STANDARD ADDENDUM
for all Contracts or Agreements between Barnard College and any third party Vendor or Consultant.
Notes on using this template: This Addendum can be attached to most third party Vendor agreements
to bring the Agreement into compliance with Barnard College standard terms and conditions. (It is not
applicable to Construction Agreements.) Please note further: the ADDENDUM is NOT in ready-to-go
condition – you must delete these notes and then adapt it to your specific agreement ((i) replace the
term “Other Party” with the Vendor or Consultant and (ii) you may need to delete some clauses). If the
Vendor is unwilling to sign the Standard Addendum, then the Barnard College person in charge of the
Contract will have to negotiate any or all of the clauses individually. Any changes in Insurance,
Indemnity, Limitation of Liability or Waiver of Subrogation must be reviewed by VP of Campus Services
(Risk Manager) and General Counsel. Using this template is not a guarantee that you will get the
contract you need. Read all contracts very carefully and negotiate all the terms and conditions to meet
the College’s needs and expectations. If you have questions, particularly on technical areas, please
contact the Director of Purchasing for assistance.
The following Clauses are included in this Addendum:
1. Assignment
2. Governing Law/Venue
3. Confidentiality of Information
4. Entire Agreement
5. Force Majeure
6. Indemnification
7. Insurance
8. Limitation of Liability
9. Names and Trademarks
10. Conflicts
11. Tax Exemption
12. Compliance with Laws/Policies
13. Non-Waiver
14. Notice
15. Ownership
16. Independent Contractor
17. Tax Exemption
18. No Authority
19. Severability
20. Term and Termination
21. Signature Authority
Addendum to Agreement between Barnard College and Page 2 of 6
____________________________ dated _________________________
Addendum to Agreement
between Barnard College and
____________________________
dated _________________________
This ADDENDUM is attached to and forms part of the Agreement between Barnard College and
_____________(insert the name of company or consultant) _______________________ as of
__________(date)___________________. To the extent that any of the terms or conditions contained
in this ADDENDUM may contradict or conflict with any of the terms or conditions of the attached
Agreement, it is expressly understood and agreed that the terms of this ADDENDUM shall take
precedence and supersede the attached Agreement.
Assignment
Neither party shall assign or delegate its rights and obligations under this Agreement or any part hereof
without the prior written consent of the non-assigning or non-delegating party.
Governing Laws/Venue
All disputes regarding the construction, interpretation and the parties’ obligations under this Agreement
shall be governed by the laws of the State of New York, notwithstanding any of that state’s laws to the
contrary. The venue and jurisdiction for the resolution of any such disputes shall be in the State or
Federal courts located in the state of New York.
Confidentiality of Information
Other Party agrees to keep confidential and not to disclose to third parties any information provided by
College pursuant to or learned by Other Party during the course of this Agreement unless Other Party
has received the prior written consent of College to make such disclosure. This provision shall survive
expiration and termination of this Agreement. This obligation of confidentiality does not extend to any
information that: 1) Was in the possession of Consultant at the time of disclosure by College, directly or
indirectly; 2) Is or shall become, through no fault of Other Party, available to the general public; or 3) Is
independently developed and hereafter supplied to Other Party by a third party without restriction or
disclosure.
This provision shall survive the termination of this Agreement for any reason.
Entire Agreement
This Agreement constitutes the entire agreement and there are no oral or other representations
regarding the subject of this Agreement that are binding on either party. All changes to this Agreement
must be in writing, signed by both parties. It is understood and agreed that e-mail correspondence shall
not constitute “a writing” to this agreement unless expressly included herein.
Force Majeure
In the event that either party is unable to perform its obligations under this Agreement as a result of a
force majeure, neither party shall be liable to the other for direct or consequential damages resulting
from lack of performance. “Force Majeure” shall mean fire, earthquake, flood, act of God, strikes, work
stoppages, or other labor disturbances, riots or civil commotions, acts of terrorism or other hostilities,
litigation, war or other act of any foreign nation, power of government, or governmental agency or
Addendum to Agreement between Barnard College and Page 3 of 6
____________________________ dated _________________________
authority, or any other cause like or unlike any cause above mentioned which is beyond the control of
either party.
Indemnification
To the fullest extent permitted by law, Other Party shall defend, indemnify and hold harmless Barnard,
its officers, employees, current and former trustees, agents and representatives from and against any
and all claims, demands, damages, liabilities, expenses, losses of every nature and kind, including but
not limited to attorney’s fees and costs, (collectively, “Claims”) arising out of the intentional or negligent
acts or omissions in the performance hereunder by Other Party, its agents, employees, subcontractors
and consultants, or Other Party’s failure to render services in compliance with this Agreement, even in
the event College is alleged or found to be partially negligent.
Insurance [to be provided by Gail]
Limitation of Liability
Notwithstanding anything contained in the Agreement that this ADDENDUM is attached hereto, nothing
in this Agreement shall limit the liability of the Other Party under law or custom.
Names and Trademarks
No party to this Agreement shall, without express written consent in each case, use any name, trade
name, trademark, or other designation of any Other Party hereto (including contraction, abbreviation or
simulation) in advertising, publicity, promotional, or any other activities or context.
Conflicts
Other Party represents that no trustee, officer, employee or any other person affiliated with Barnard
and having involvement with this Agreement (1) is affiliated with the Other Party, and (2) received, was
promised, or will receive anything of value in connection with this Agreement or performance
contemplated hereunder.
Tax Exemption
The Parties acknowledge that Barnard is a tax-exempt entity. Other Party will take all steps necessary to
ensure that these exemptions are utilized to the maximum benefit of Barnard.
Compliance with Laws/Policies
Other Party warrants that it will comply with all federal, state and local laws as well as Barnard policies
applicable to its performance hereunder, including but not limited to those relating to
nondiscrimination, equal employment opportunity, and affirmative action.
Non-waiver
Either party’s failure to insist upon the performance of any term of the Agreement shall not be
construed as a waiver of that party’s present or future right to such performance and each Party’s
obligations in respect thereto shall continue in full force and effect.
Notice
Any notice under this Agreement shall be in writing and be delivered in person or by public or private
courier services or certified mail with return receipt requested or by facsimile. All notices shall be
addressed to the parties at the following addresses or at such addresses as the parties may from time to
time direct in writing;
College: With a copy to:
Addendum to Agreement between Barnard College and Page 4 of 6
____________________________ dated _________________________
[Department Contact] Office of the General Counsel
Barnard College Barnard College
3009 Broadway 3009 Broadway
New York, NY 10027 New York, NY 10027
Phone: (212) 854- Phone: (212) 854-2088
Consultant:
Any notice shall be deemed to have been given on the earlier of: (a) actual delivery or refusal to accept
delivery, (b) the date of mailing by certified mail, or (c) the day facsimile delivery is verified. Actual
notice, however and from whomever received, shall always be effective.
Ownership
Any and all works created by Other Party pursuant to this Agreement (the “Works”) shall be deemed
works made for hire and all rights pertaining to the Works, including, without limitation, all copyrights,
shall belong to and shall be the sole and exclusive property of Barnard.
Other Party shall also execute all papers and perform all such other acts as Barnard may deem
necessary to secure for Barnard or its designee all such rights herein assigned.
This provision shall survive expiration and termination of this Agreement.
Independent Contractor
Other Party is an independent contractor and not an employee or agent of Barnard. Other Party shall be
solely responsible for any unemployment or disability insurance payments, or payments that may be
required by Federal, State or local law with respect to any sums paid to Other Party hereunder. Other
Party shall not be entitled to any College employee benefit of any nature whatsoever. Furthermore,
the arrangements contemplated by this agreement shall not be deemed to constitute a partnership or
joint venture between Other Party and Barnard College.
Other Party will defend, indemnify and hold harmless Barnard from and against any and all liability for
the payment of taxes, interest and/or penalties, as well as damages and costs, including but not limited
to attorney’s fees, in connection with any claim that Other Party is an employee of the College.
Tax Exemption
The parties acknowledge that the College is a tax exempt entity. Other Party shall take all steps
necessary to ensure that these exemptions are utilized to the maximum benefit of College.
No Authority
The Other Party shall have no authority to take any action, create any obligation, make any
commitment, incur any indebtedness, or enter into any agreement that binds the College. The Other
Party shall not in connection with any services provided to or on behalf of the College represent to any
person or entity that the Other Party is associated with the College in any capacity other than that of an
independent contractor.
Severability
The terms of this Agreement are severable such that if any term or provision is declared by a court of
competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall
continue to be valid and enforceable.
Term and Termination
Addendum to Agreement between Barnard College and Page 5 of 6
____________________________ dated _________________________
This contract is effective on [DATE] and will terminate on [DATE]. The College reserves the right to
terminate this agreement at any time with ____ days notice for any reason or no reason.
Addendum to Agreement between Barnard College and Page 6 of 6
____________________________ dated _________________________
Signature Authority
No student may bind Barnard College to a contract.
The individuals signing below hereby represent and warrants that they are duly authorized to execute
and deliver this Agreement on behalf of their organization and that this Agreement is binding upon each
party and organization in accordance with its terms.
Barnard College Other Party
By ________________________ By _________________________
Name______________________ Name_______________________
Title_______________________ Title________________________
Date ______________________ Date _______________________
