Contracting

Whenever Middlebury takes on an obligation to another party, a written agreement is the best way to prevent misunderstandings. Formats of agreements might include preprinted contract forms (with or without modification), terms and conditions, purchase orders, letters containing the terms of an agreement, leases, and waivers.

Whatever the format, the agreement should comply with the Middlebury Contracting Policy in order to protect Middlebury’s interests and ensure that Middlebury does not assume inappropriate risks (like agreeing to pay another party in full regardless of performance). For certain transactions, the College has its own standard contracts, which provide the College with the greatest protection.

College Employees

College Employees, including officers, faculty and staff, may bind the College only if they have been delegated specific authorization to do so as outlined under III.c.ii. in the Middlebury Contracting Policy. In order to determine which individuals have authority to bind the College, please refer to the College’s Procurement Policy(new link)and consult with your supervisor. 

Students 

Students do not have authority to bind the College.  Questions about contracting and procurement policies may be addressed to Business Services.

Contract Checklist

The Offices of Business Services and the General Counsel have created a Contract Checklist to assist Middlebury employees with negotiating and finalizing written contracts. The checklist outlines important provisions that should be included in most contracts. It also provides examples of model provisions and tips for negotiating provisions that protect the University against risk.

Model Contracts

IMPORTANT NOTE: If you have any questions about which contract to use, please contact Natalie Steen in the Office of the General Counsel at nsteen@middlebury.edu.

Review these General Terms and Conditions as well as the model contracts below.

• Independent Contractor Agreement
• Confidential Information Agreement
• **Limited Engagement Agreement
• Performance Agreement
• Performance Rider

**Please note: The Limited Engagement Agreement is designed for the limited engagement of speakers, guest lecturers, orators, or other individuals at nominal expense to Middlebury. It is to be used for engagements of an academic/professional nature presented to the Middlebury community for a very short duration. It is not designed for engagements that create a material risk of physical injury or property damage (including by way of example, but without limitation, engagements involving intense physical activity or the use of heavy or dangerous equipment, installations, scaffolding, suspended lights or cameras, or the erection of sculpture or sets). Because there are no insurance requirements in this Agreement, the Business Services Office must be consulted before this Agreement is used for any engagement other than those for which it is specifically designed as described above.