Contract Services

Contract Services will assist you with developing, drafting, negotiating, reviewing, and storing contract documents in compliance with VIU policies and procedures. Please see options below.

If you are purchasing goods or services estimated to exceed $20,000, please email

Have you drafted your own agreement from a VIU template or have you been provided a contract or agreement from a third party? Contract Services will review the agreement for you to ensure consistency and compliance with VIU contracting risk management procedures. Please fill out the form (link below) to submit an electronic copy (editable word document preferred) of the agreement with all schedules and appendices:

I Need a Contract Reviewed

Contract Services can help you with drafting services agreements, consulting agreements, affiliation agreements, practicum placement agreements, memorandums of understanding, letters of agreement, leases, licenses, amending agreements...almost any type of agreement where VIU enters into a legal relationship with another party.

Please fill out the form (link below) to submit a contract drafting request.

I Need a Contract Drafted

When your contract is ready for signing (execution) by VIU, please refer to Policy 42.09 Signing Authority which governs the authorization and execution of all contracts entered into on behalf of VIU. Once you have a fully executed contract, please email an electronic version to for record keeping.

For guidance:

President Total Institutional Budget
Provost and Vice-President, Academic
Vice- President, Administration and Finance
Executive Director, Student Affairs
Total budget for area of responsibility
Deans and Directors
Regional Campus Principals
Director of Business Operations
Up to $10,000 per transaction for area of responsibility

If you have an executed (signed by all parties) contract, please email it to We will keep an electronic copy on file for ease of retrieval. Contract Services is not responsible for managing the contract or terms or obligations of VIU under the agreement. If you have questions about something in a contract (an obligation or term you don't understand), please contact us and we will assist you.

If a term in the contract says that VIU will “indemnify” or "hold harmless" the other party, or VIU accepts all legal liability in the event of an act or omission by VIU, this is an indemnity. Under agreement with the Province, VIU must send all contracts containing an indemnity given by VIU to the University, College & Institute Protection Program (UCIPP) for review. UCIPP may require changes to the contract to comply with the Province's risk management policies. Contract Services and VIU cannot guarantee approval.

Contract Services coordinates sending the contract to UCIPP for review, but only once the contract is in final form. UCIPP review can take up to 7 business days.

Please email the contract containing an indemnity to  Provide a brief description of what "the deal" is in the contract (buying software that will... or taking students on a field trip to a pulp mill, etc.). Contract Services will contact you with any further questions UCIPP may have, requests for changes, or to provide approval.

The University Secretariat is responsible for advising on VIU's obligations under the Freedom of Information and Protection of Privacy Act, BC, which governs public bodies collection and use of personal information. Please contact if you have questions regarding collection or use of personal information.

The Director Risk Management is responsible for VIU's insurance portfolio and can assist with questions related to applicable insurance requirements and providing certificates of insurance.

Contract Term or Issue

Explanation and/or Action

1. Whose contract is it?

If the contract has not been prepared by VIU, a thorough review is required to ensure that the terms are fair and reasonable, and meet VIU requirements. In particular, any indemnification clauses, limitations of liability, disclaimers, etc. should be reviewed and senior management approval may be required. Any indemnity by VIU must be approved by the provincial Risk Management Branch (UCIPP) before the contract is signed by VIU.

2. Completeness

Is the contract complete with all pages and all schedules/appendices referred to? Are there any additional terms or documents incorporated by reference?

It is difficult to properly review a contract if it is not complete and copies of related documents are not also provided. Important terms can be contained in schedules or documents incorporated by reference and should also be reviewed.

3. Parties to the Contract

Are all of the parties identified with their full legal names and are they legal entities? Are all contracting parties residents of Canada?

“Vancouver Island University” is VIU’s legal name. Use this for the party name at the beginning of the contract.

If the other party is an individual, use their full name and home address. This person must be 19 years or older (anyone under 19 does not have full legal capacity to enter into contracts).

If the other party is a corporation or society, please include their full legal name (including Inc., Co, or Corp. as the case may be). Note, many organizations do business under a name that is different than their legal name.

A sole proprietorship is not a legal entity—rather, list the individual’s personal name, followed by “doing business as [insert their business name]”.

4. Residency

Is the other party a resident of Canada?

If you don't know, please ask where the other party is resident for tax purposes.

Most businesses incorporated in a Canadian province or territory are resident in Canada.

Residency for tax purposes is different than Citizenship. If a party is a non-resident, there may be tax and other implications and it may be prudent to discuss this with Financial Services. VIU may have to withhold monies to comply with Canadian tax requirements and it is best if the contract addresses this.

5. Subject-Matter Experts

Does the contract deal with a subject-matter that is within the responsibility of another area of VIU?


Certain VIU departments/offices have primary responsibility for specific matter areas and should be consulted when contracts or other arrangements are being discussed relating to those areas.
All research contracts must be reviewed by the Scholarship, Research and Creative Activity Office.
All international activity at VIU and overseas must be reviewed by the Dean, International Education.
All contracts with software or VIU network/systems activity must be reviewed by
All contracts with activity around personal information must meet FIPPA requirements: contact

6. Definitions

Are capitalized words used in the contract defined in a definitions section or when first used in the contract? Are the defined terms then used consistently throughout the contract?

A lack of definitions or inconsistent use of terms in a contract can create uncertainty, with the potential for misunderstanding or disputes later on.

7. Term

Is the length of the contract specified and are there clear start and end dates? Are renewal or extension terms clearly defined?

Most contracts (with binding obligations, particularly financial or performance obligations) should have a specific term and not be indefinite or automatically renewing, unless specifically approved by a VIU signing authority. This is less problematic for memoranda of understanding that may be on-going but are largely non-binding.

A contract may contain a provision that it may be renewed for an additional period of time after the initial term ends, either at the option of a party (usually requiring a period of notice) or automatically if a party does not terminate it before the renewal date (usually requiring a period of notice). Any renewal provision should be clear and unambiguous. If a continuation of the contract is important to VIU, having a renewal provision that gives VIU the right, in its discretion, to renew (and on the same financial terms) may be useful.

Contract owner must diarize applicable renewal dates to ensure that it can continue the contract if desired, or terminate it on time.

8. Termination

Does the contract contain provisions allowing the parties to terminate it prior to its expiry date?

Termination provisions should be specified and reasonable and can be with or without notice, for convenience or for cause (e.g. default or breach in performance, insolvency of a party). What is reasonable or appropriate will depend on the nature of the contract, the length (e.g. early termination may not be as critical in a short-term contract as for a multi-year contract), and the implications for the parties of an early end to the contract.

The ability to terminate for convenience at any time during the contract gives VIU the most flexibility to end the relationship (and financial obligations, if any) if VIU’s needs change or if the relationship is not working for any reason. However, if the termination rights are reciprocal, VIU should consider the implication of an early termination by the other party. The impact of an early termination can be mitigated by providing for a long period of notice or limiting the time when it can occur (e.g. X days before program delivery will start).

If there is no termination for convenience clause and termination may only occur if there is a default/breach, the contract should be managed/monitored and issues addressed in writing. Terminating for cause can be problematic and may not occur quickly.

If the contract relates to VIU course/program delivery, VIU will typically want to ensure that students who have started the program can complete it and obtain the expected credential. If a party is providing services, they would typically want to be paid for all services completed up to and including the last day.

9. Obligations after Termination/Expiry

Does the contract clearly indicate what obligations of the parties will continue after termination?

The parties may have certain obligations after the termination of the agreement that are specifically stated in the termination clause (e.g. as above).  There are also other provisions that are typically intended to continue or “survive” the end of the contract, confidentiality and indemnifications, for example.  The parties should know which obligations continue and it is best to either address it in the particular section (e.g. This obligation survives the expiry or earlier termination of this Agreement) or to add a survival provision that lists the specific sections that survive. A general provision stating that those obligations that are intended by their nature to survive will survive should be avoided if possible as it may be unclear what the parties are obligated to do.

10. Respective Responsibilities

Is there a full description of each party’s obligations and responsibilities?

Regardless of the subject-matter of the contract, it should describe each party’s obligations and responsibilities in clear and understandable terms and include milestone dates, deliverables, and performance measures if applicable given the nature of the contract.

11. Financial Terms

Are the financial terms of the arrangement specified and consistent with VIU’s standard terms?

Financial terms should be clearly stated in Canadian dollars and be consistent with VIU’s standard terms. In general, the terms should clearly identify the maximum amount payable, when due, and how and to whom payment is to be made. If VIU is paying, VIU will typically pay on receipt of a satisfactory invoice submitted to VIU’s Accounts Payable department within 30 days.  It is suggested that any unusual terms be discussed with Financial Services before VIU agrees to them.

12. Insurance Requirements

Are the requirements for insurance specified and appropriate for the risks associated with the contract? Does the other party require a certificate or proof of VIU insurance?

Contact VIU Director of Risk for assistance.

The appropriate insurance requirements will depend on the nature of the contract and the associated risks. VIU receives its core insurance coverage through the University, College and Institute Protection Program (commonly referred to as “UCIPP”) which is administered by the provincial Risk Management Branch in the Ministry of Finance. Core coverage includes liability coverage which will typically be the coverage required under a contract. Any VIU insurance requirements should be confirmed with VIU’s Risk Management Director and/or UCIPP before the contract is signed. 

VIU’s standard insurance requirements for contractors providing services to VIU is a minimum of $2,000,000 liability insurance and WorkSafeBC coverage. Other types of insurance may be required depending on the nature of the services provided (e.g. professional liability for professional services). Activities of higher risk may require a higher amount of liability insurance. 

There are circumstances in which VIU’s standard insurance requirements may be waived or reduced and these should be discussed with VIU’s Risk Management Director.

13. Limitations of Liability

Does the contract contain limitations of liability and are they fair and reasonable?

Any provision in a contract that aims to reduce a party’s liability for loss should be considered carefully and be reasonable in the context of the agreement. Limitations can be stated as a maximum amount that the party may be liable for (e.g. maximum financial cap of $X or the amount of fees paid by VIU for a particular service) or by excluding certain types of damages (e.g. no special, consequential, etc.). If VIU is agreeing to limitations of liability in favour of the other party it may increase the financial risk of the contract to VIU and should be approved at a senior level.

14. Indemnification/Hold Harmless

Is there an indemnity and/or save or hold harmless provision in the contract? 

An indemnification or hold harmless provision is a contractual commitment for one party to pay for another party’s liability, loss or damage. They are important clauses and can increase the financial risk of a party, particularly if they are too broad. Indemnities are commonly expected to be provided by services providers or by those renting another party’s facilities. In situations where parties are collaborating on an activity, it may be appropriate for each to indemnify the other.

Indemnification issues can be complex and it may be beyond the reviewer’s expertise to deal with. UCIPP can be consulted on issues relating to liability (even if there is no VIU indemnity clause requiring UCIPP approval). Generally, any indemnity should be reasonable and appropriate in the context of the contract and, if VIU agrees to indemnify, it should only be for its acts or omissions – people and situations over which VIU has control – and not the actions of the other party(ies) to the contract.

If a contract contains an indemnification by VIU, the contract must be submitted to UCIPP before the contract is signed by VIU.

15. Confidentiality/Privacy

Are confidentiality issues addressed within the contract?

Does the contract involve the collection, use or disclosure of personal information by or on behalf of VIU?

Information may be exchanged by the parties under a contract that is intended to be confidential or proprietary. The contract should address that this might occur and the extent of the obligations of the parties. It is best if the confidential information is clearly identified or there is a requirement that the disclosing party identify it as being confidential or proprietary at the time of disclosure; otherwise, it may be difficult for a party to know what they are required to keep confidential and put a process in place to ensure that the information is protected over time. VIU should avoid agreeing to keep confidential information that it will need to disclose to others in the institution (e.g. students) as part of a course/program.

VIU is required to comply with the Freedom of Information and Protection of Privacy Act (FIPPA). This has implications for the release of records and for the protection of personal information. 

16. Changes/Amendments

Does the contract specify that any changes must be made in writing and signed by all parties?

Having all amendments in writing protects the parties from misunderstanding or disputes. Verbal changes to contracts must be avoided.

17. Governing Law/Jurisdiction

Is the Province of BC specified as the jurisdiction for governing law?

Every contract, with few exceptions, should have a governing law provision identifying which jurisdiction’s laws will apply to interpret the terms and to hear any disputes. It is best if contracts signed by VIU are governed by the laws of BC. If the contract is governed by another jurisdiction’s laws (particularly outside Canada), it creates uncertainty as to how the terms will be interpreted and potentially enforced. If VIU becomes subject to the court process of another jurisdiction, it could be costly for VIU. 

18. Compliance with Laws

Does the contract require the parties to comply with applicable laws and are these stated to be the laws of BC?

As above, clauses in a contract that require VIU to comply with laws should not refer to a jurisdiction outside of BC unless there are special circumstances where VIU’s activities are outside BC.

19. Assignment

Does the contract prohibit assignment to another party without the written approval of VIU?

Generally, assignment of the contract to another party should not be allowed without the written approval of VIU. If there is no restriction on assignment, VIU may end up dealing with another party that may not be acceptable to VIU and VIU may have limited recourse.

20. Subcontractors

Does the contract prohibit subcontracting by the other party without the written approval of VIU?
Will VIU be using any subcontractors to perform its obligations under the contract and are contracts in place with the subcontractors?

A subcontractor is a person or company that will perform obligations that another party has committed to perform under a contract. If the subcontractor does not perform or performs to a substandard level, the contracting party may have to incur costs to properly complete the obligations.

If VIU has contracted with a particular service provider, that service provider should be precluded from hiring someone else to complete the work unless that subcontractor is approved by VIU. Aside from appropriate qualifications and fitness to do the work, there may be reputational, insurance and other issues that affect VIU.

If VIU will be using a subcontractor, VIU should ensure that any required approval from the other party has been obtained (if required in the contract) for the subcontractor. There should be a written agreement between VIU and the subcontractor that reflects those requirements in the lead contract that the subcontractor will perform, and includes an indemnity by the subcontractor in favour of VIU.

21. Dispute Resolution

Are dispute resolution processes specified in the event of any disagreements?
Are any provisions for formal dispute resolution (e.g. arbitration) based in BC?

Depending on the nature of the contract, it may be useful to have a mechanism for the parties to resolve disagreements before they become problems and potentially result in formal claims. It is common in collaborative situations for the parties to designate a representative who will be responsible in the first instance, with elevation to a higher level if necessary. Agreeing to a formal process for dispute resolution, e.g. arbitration, may be unnecessary, but if warranted should be restricted to BC. Arbitration or other formal dispute resolution in a foreign jurisdiction, which may be unknown to VIU and potentially costly, should be avoided.

22. Notices

Is there a notice provision identifying to whom the parties would send notices if required or desired under the contract?

Most contracts will provide that something is to be done by providing “notice” to the other party.  It is important that the contract be clear how notice can be given (e.g. delivered by person, email, etc.) and to whom as a representative of each party. This can become very important for notices of default, termination or renewal as not providing notice as required may have a significant impact on the contract. For VIU, notice should not go to a general VIU address without it being directed to a particular person or office. In most VIU contracts, a copy of any legal notice will go to the Office of the CFO and Vice-President Administration.

23. Signatories

Are signature blocks provided at the end of the agreement for each party to sign and including names, titles and signatures?

A contract should have a signature block for each party at the end of the agreement (before schedules or appendices). Depending on how the agreement is to be dated and when it will take effect, it may also be appropriate to have a line for the date to be inserted beside each signature (e.g. if the contract takes effect on the date the last party signs the agreement).

Risk Assessment Process

When engaging an individual (i.e. not a registered business) to provide a service (“Service Provider”), a Purchase Order is not required, if:

  • the service will be utilized “one-time” (i.e. we won’t engage with the Service Provider again); and
  • payment is under $500.

Instead, business units can initiate the Payment Requisition process, whereby a request is made to Accounts Payable to pay the Service Provider directly.  Examples of Fee for Service under $500 activities may include: guest lecturers, Indigenous activities, consulting, workshops, and so on.

Since a Purchase Order will not be used, it’s important that the business unit access any risk associated with the service being provided prior to the services taking place. 

The following Risk Assessment Process will assist you with determining and mitigating potential risk:

  1. Read through and answer the following questions:
    • Will the Service Provider be on VIU property when providing the service?  Yes / No
    • Will the Service Provider have unsupervised access to students? Yes / No
    • Are we providing the Service Provider with confidential information? Yes / No
    • Will the Service Provider have access to personal information? Yes / No
  2. If you’ve answered “Yes” to any of these questions, the Service Provider must sign the “Fee for Service Terms & Conditions” prior to commencing the services: Fee for Service Terms & Conditions.
  3. Once the Service Provider has signed the Fee for Service Terms & Conditions, it must accompany the Payment Request form when it’s submitted to Accounts Payable. 


  1. If it’s been determined by Accounts Payable that a signed Fee for Service Terms & Conditions document should have accompanied the Payment Request form and it did not, Accounts Payable may reject your request until the Fee for Service Terms & Conditions document has been signed and forwarded. Procurement will be monitoring payments made to these types of Service Providers to ensure signed Fee for Service Terms & Conditions are in place.
  2. If the Service Provider will be creating any intellectual property (e.g. reports, templates, designs, etc.) that VIU wishes to own, please contact Contract Services at to modify the Fee for Service Terms & Conditions, prior to signing.  
  3. If the Service Provider is a VIU employee or if the work the Service Provider is providing is normally done by a VIU employee, please contact Contract Services at to discuss, prior to signing.
  4. If the Service Provider modifies or requests changes to the Fee for Service Terms & Conditions, please contact Contract Services at ContractServices@viu.caprior to acceptance. 

If the above options do not assist you, please email