Instructions for template:
 DO NOT have Vendor sign this document.
 Replace all red items, except the Purchasing Services signature, with accurate
information for the course/program and academic unit
 Select-all; change font color to black
 Modify Attachment A to accurately represent the services to be provided by vendor
or partner
 Delete these instructions
 Email document to purchasing@uvm.edu
 Purchasing Services will review, contact you with questions, and will work with
you to determine when and how the vendor may sign the contract.
---------------------------------------------AGREEMENT BETWEEN
THE UNIVERSITY OF VERMONT AND STATE AGRICULTURAL
COLLEGE
NAME OF ACADEMIC UNIT
AND
VENDOR NAME
ADDRESS
PHONE
EMAIL
CONTACT PERSON
The following constitutes the entire understanding and agreement between The Name of
Academic Unit of The University of Vermont and State Agricultural College
(“UVM”) and VENDOR NAME (“Vendor”), for providing services related to a travel
course in COUNTRY during SEMESTER YEAR.
In consideration of the mutual benefits to be derived hereunder, the parties agree to the
following terms and conditions:
1. SCOPE:
This agreement is to purchase services described in Attachment A for UVM’s Travel-Study
course in COUNTRY during SEMESTER YEAR. The course name is COURSE NAME,
with travel dates of START DATE to END DATE, with instructor UVM FACULTY
NAME.
This agreement, including Attachment A, constitutes the entire understanding and
agreement between the parties. Any and all modifications, additions, or deletions to this
agreement must be made in writing, signed and dated by each party's authorized
signatories, and attached to this agreement.
2. TERM:
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The term of this agreement shall commence on DATE. Vendor shall complete the
services/program by DATE (the “completion date”). The term of this agreement may be
extended by mutual written agreement of the parties.
3. NON-DISCRIMINATION:
Vendor agrees to comply with UVM policies, and federal and state laws, governing nondiscrimination, including non-discrimination on the basis of race, color, religion, national
origin or ethnic, sex, sexual orientation, disability, genetic information, age, or gender
identity or expression, as these terms are defined under applicable law, or any other factor
or characteristic protected by law.
4.
INDEMNITY:
Vendor will defend and indemnify UVM, its officers, agents and employees and hold it
harmless from and against any and all claims, suits, demands, actions, judgments,
liabilities, or expenses arising out of any occurrence causing bodily injury or property
damage due to the negligence of Vendor and/or, its officers, directors, employees or agents.
Without limitation of the preceding sentence, Vendor shall be liable to UVM for any and
all damages and/or injury, whether to property or person, caused by Vendor, and all
persons associated therewith, arising out of the activity which is the subject of this
Agreement.
5. INSURANCE:
Vendor shall provide UVM with a certificate of insurance, written in English, evidencing
commercial general liability limits of not less than $1,000,000 per occurrence and
$2,000,000 annual aggregate, and automobile liability limits of not less than $1,000,000
per occurrence and $2,000,000 annual aggregate.
Vendor will ensure that any transportation provider subcontracted under this agreement
meets the above insurance minimums.
6. AUTHORIZATION:
Any person signing on behalf of Vendor expressly warrants that he/she is authorized by
Vendor to execute this agreement.
7. CONDUCT & SUPERVISION:
Vendor agrees to abide by all applicable laws in performing services under this Agreement.
8. SCOPE OF WORK
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The University of Vermont (UVM) is conducting a Travel-Study course in COUNTRY
for undergraduate/graduate students to commence START DATE. Vendor shall provide
services as listed in Attachment A.
9. SPECIFIC FINANCIAL CHARGES AND TERMS OF PAYMENT:
See Attachment A for financial charges.
Payment Terms
UVM shall provide a complete list of participants before the program start date. Payment
is contingent upon receipt of an invoice and a signed W8-BEN, W-9, or any other
relevant documentation as required by the U.S. Internal Revenue Service. Invoice(s) shall
be paid by UVM within 30 days after receipt.
10.
STUDENT INFORMATION AND CONFIDENTIALITY:
The parties acknowledge that under the terms of this Agreement Vendor (a) provides
institutional services or functions for which UVM would otherwise use UVM employees;
and (b) is under the direct control of UVM with respect to the use and maintenance of
education records, and Vendor is therefore considered a “school official” under the
provisions of the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C.
§1232g and associated regulations (e.g., 34 CFR § 99.31(a)(1)(i)(B)). Vendor agrees to
abide by the limitations on re-disclosure of personally identifiable information from
education records set forth in FERPA. The parties further acknowledge that, under
FERPA regulation 34 C.F.R. §99.33(e), if the Family Policy Compliance Office of the
U.S. Department of Education determines that Vendor improperly re-disclosed personally
identifiable information from education records, or failed to provide the notification
required under 34 C.F.R. §99.33(b)(2), UVM may not allow Vendor access to personally
identifiable information from education records for at least five (5) years. Accordingly, a
breach by Vendor of student educational record information will result in a termination of
this agreement. Further, Vendor agrees to notify UVM within 24 hours of receipt of
knowledge of any breach of data or educational record information maintained by Vendor
in performing its duties under this Agreement and to cooperate with UVM as reasonably
needed to notify any individual of the breach where such notice is required.
11. CANCELLATION
This agreement is contingent upon the financial solvency and appropriations for UVM
(“Financial Exigency”), sufficient enrollment and political stability in COUNTRY. This
Agreement may be cancelled by UVM for (i) insufficient enrollment, (ii) political
instability in COUNTRY, (iii) Financial Exigency and/or for any other cause pursuant to
UVM policy, without financial obligation to Vendor. If the agreement is cancelled
during the term of the agreement, UVM will pay for those services completed as of the
date of termination.
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Without prejudice to any other rights under law, UVM may terminate this agreement,
without financial obligation, for breach by Vendor of any of the terms contained within,
or if the program becomes impractical due to causes beyond the control of UVM. Such
causes include acts of God, storm, fire, flood, earthquake, damage or destruction to
Vendor’s facility or discovery of any health hazards therein, pandemic, labor disturbance,
war, civil commotion, shortage or unavailability of labor, governmental law, ordinance,
order, or regulation, or other causes beyond the control of UVM or Vendor.
If this agreement is cancelled prior to Vendor providing any services, all
payments/deposits made by UVM to Vendor shall be refunded. If the agreement is
cancelled after Vendor has commenced to provide service, payment will be made pro-rata
for any service that has been provided as of the date of cancellation.
If UVM cancels this agreement for reasons other than stated above, no further payment
from UVM shall be due after the date of cancellation.
12. GENERAL PROVISIONS
A. Governing Law. This agreement shall be governed by the laws of the State of
Vermont.
B. Complete Agreement. This agreement supersedes all prior agreements and
understandings between the parties and may not be changed unless mutually agreed in
writing by both parties.
C. Independent Contractor. Vendor is an independent contractor and is not an employee,
agent or representative of UVM and shall not represent itself as such to any person.
D. Assignment. Vendor shall not assign this agreement or any interest herein, without
the prior written consent of UVM.
E. Severability. In the event that any paragraph or provision of this agreement shall be
held to be illegal or unenforceable, such paragraph or provision shall be severed from this
agreement and the entire agreement shall not fail on account thereof, but shall otherwise
remain in full force and effect.
F. Notice. The parties shall give notice in writing by one of the following methods: (i)
hand-delivery; (ii) e-mail; (iii) USPS; or (iv) federal express, express mail, or any other
nationally recognized overnight delivery service:
1.
To vendor at the following address:
VENDOR NAME
ADRESS
2.
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To UVM addressed to:
Academic unit address
University of Vermont
Address
Burlington, VT 05405
Fax No.: 802-656-XXXX
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Notice shall be effective on the earlier of (i) the day of actual receipt, or (ii) one day after
tender of delivery.
G. Captions. The captions of the sections in this agreement are for convenience and
reference only and in no way define, limit or affect the scope or substance of any section
of this Contract.
This contract is hereby accepted by officers authorized to bind the parties contractually:
UNIVERSITY OF VERMONT
Name of Dean, Dean
NAME OF ACADEMIC UNIT
University of Vermont
______________________________
Date
VENDOR NAME
X
Authorized Signature
______________________________
Date
_____________________________
Name, Title
Purchasing Services
University of Vermont
_____________________________
Date
*Any person signing on behalf of vendor expressly warrants that he/she is authorized by
vendor to execute this agreement.
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Attachment A
Scope of Work:
Fees:
Ground transportation
$________________
Museum fees
$________________
Lodging
$________________
Food costs
$________________
Total
$________________
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