IX. Common Types of Contract Documents
Contract Process Guide
While many types of contracts exist, below is a brief list of the types that may be used at the university. This is by no means an exhaustive list. If you do not find the type of contract that you have questions about listed below, contact the Office of General Counsel. Note that the list is in
alphabetical order and not in any order of importance.
- Addendum: While many types of contracts exist, below is a brief list of the types that may be used at the university. This is by no means an exhaustive list. If you do not find the type of contract that you have questions about listed below, contact the Office of General Counsel. Note that the list is in alphabetical order and not in any order of importance.
- Affiliation Agreement: An affiliation agreement is a contract between the university and another entity for purposes of establishing a relationship to provide an educational opportunity for students or share academic programs, personnel, and/or resources for a particular purpose. Affiliation agreements are fundamental to the academic relationships GW has with many other entities. They may be entered into with other universities and colleges, federal agencies, state entities, school districts, non-profit organizations or other private companies/businesses, both domestic and international. The purpose of affiliation agreements is to memorialize each party’s rights and responsibilities with respect to the educational opportunity addressed in the agreement.
- Amendment or Modification: An amendment is a written modification made to the terms of an already existing (signed) contract. It is a formal written statement made to add information to, or change information in an existing contract. When an amendment is properly signed by representatives of each party to the original contract, it will become a part of, or supersede terms in the original contract.
- Confidentiality Agreement: See Non-Disclosure Agreement.
- Gift Agreement or Gift Memorandum of Understanding: An amendment is a written modification made to the terms of an already existing (signed) contract. It is a formal written statement made to add information to, or change information in an existing contract. When an amendment is properly signed by representatives of each party to the original contract, it will become a part of, or supersede terms in the original contract.
- Independent Contractor Agreement: Independent contractor agreements (sometimes also known as a Professional Services Agreement) are used when contracting for services with an individual who offers services to the university, but is not as an employee. It is important to determine an individual’s worker classification prior to the execution of a contractor agreement and
commencement of services. The worker classification assessment will distinguish between those who can legally be considered an independent contractor and those who must be considered an employee. If the university’s relationship with the individual satisfies the Internal Revenue Service’s and related common law standards for independent contractor status, the services may be
contracted by contractor agreement. University offices that engage individuals to provide services must submit the required worker classification documentation for determination of each contractor’s status before any services are performed or payment requests are processed. More information about worker classification and the appropriate documentation can be found at the
GW Tax Department website. Independent contractors can also be engaged through P2P through a statement of work and applying GW’s Standard Purchase Order Terms and Conditions.
- Lease: A lease is a contract by which an owner of real estate, facilities, or equipment conveys the exclusive use of the property to another, for a specified amount of time in return for a specific amount of rent. The university commonly uses leases for the rental of office space as well as for the rental of copying machines.
- Letter Agreement: A letter agreement (or “letter of agreement”) is a type of contract in the format of a letter. While a letter agreement may be shorter than other contracts, it generally includes the same kinds of terms as a traditional contract (e.g., description of the goods, services or purpose of the relationship, time of performance, financial terms, etc.). A letter agreement is legally no different than a traditional contract; the two only differ in the format of the document itself. A letter agreement may be consummated by obtaining the countersignature of the receiving party in a single letter or through an exchange of letters between two parties, which together set forth and confirm the terms of the contract.
- Letter of Intent: While a letter agreement is a legally binding contract, a letter of intent, if drafted properly, is not binding. A letter of intent is used to summarize the general plan of a proposed transaction before a binding agreement is finalized. It is seen as an expression of interest on behalf of each party prior to reaching a final agreement.
- License: A license is a contract by which an owner gives permission to another to use something or to allow an activity that would be forbidden without that written permission. A common license used by the university is a Software License: A software license is a type of license made by the owner of a computer program (“licensor”) to another (“licensee”) for the use of that computer program. A software license grants the licensee the ability to use one or more copies of the software in ways that without such permission would be considered infringement. Another common license is a License for the Use of Space: A license for the use of space conveys a different set of rights than what is conveyed by a lease.
- Master (Services) Agreement: A contract between the university and a contractor that specifies most of the legal and business terms of the university’s purchase of a set of goods or services from that contractor. The contract is designed to be used repeatedly for the procurement of goods or services over a period of time using the same legal and business terms. A separate “statement of
work” would also be executed by the parties for each order made pursuant to the master services agreement and would include the quantity/type of work as well as the pricing.
- Memorandum of Understanding: A memorandum of understanding (sometimes known as an “MOU”) may or may not actually be a legally binding contract. Similar to a letter of intent, an MOU may operate as a statement of intent that is used to set forth the basic and general principles and guidelines under which the parties involved will work together to accomplish a shared goal, but that does not involve the exchange of money or a reliance of one party on the actions of the other that could result in a loss if not performed. It is important to note, however, that if an MOU includes definite terms (such as the exchange of money or obligations) that meet the description of a “contract,” it will be treated as a legally binding document no matter what it is called and must follow the review process.
- Modification: See Amendment.
- Non-Disclosure Agreement: A non-disclosure agreement (sometimes also known as an “NDA” or confidentiality agreement) requires the parties to the agreement to keep certain information disclosed between them confidential. Such agreements are commonly used by parties in conjunction with a proposed transaction or in addition to other types of contracts.
- Purchase Order: A purchase order (sometimes known as a “PO”) is one of the simplest forms of a contract. It is formed through the acts of offer and acceptance. The PO is a written authorization from the university requesting a contractor to provide goods or services. It contains terms and conditions that will govern the purchase and acts as an offer from the university to purchase the
requested items. When a PO is accepted by a contractor, a contract is created. Generally, a contractor accepts the PO by delivering the requested items. Once received by the university, the contractor can expect payment by the university in return for the delivered items.
- Statement of Work: A statement of work (also called an “order” or a “task order” as defined in the Glossary of Procurement Terms (See Section III of this Guide, The Purchasing of Goods and Services through the Procure-to-Pay and Travel Services Department) is a formal document that details the work, deliverables, locations, timelines, pricing, and other requirements of a contractor in performing specific work. In most cases, a statement of work is accompanied by a separate (master) agreement or other governing document that contains the legal terms as well as other business terms that will govern the transaction. A statement of work should not be confused with a “scope of work” as defined in the Glossary of Procurement Terms (See Section III of this Guide, The Purchasing of Goods and Services through the Procure-to-Pay and Travel Services Department), which is only a description of work to be done without timelines, pricing, or other details of a statement of work. For more information on master agreements and statements of work, see the FAQs in Section VIII of this Guide.