Service Agreements

Objective: Create and process an agreement between AvidCo and a vendor. Obtain signatures on the agreement and file the document. Track the agreement’s expiration date and take steps to renew the agreement if warranted.

Boundaries: The process starts when a requester asks to do business with a new service vendor. It ends when Tech Ops processes a renewal of a service agreement (or a new superseding agreement), or AvidCo’s contact person determines that renewal is unwarranted.

Timeline: usually 1 to 2 weeks, but it may take 2 to 3 months for complex agreements.

About Service Agreements

Vendors who provide services must have a service agreement with AvidCo. The agreement stipulates the parties’ rights and obligations for the duration of the agreement. It can be drafted by either AvidCo or by the vendor. In some cases, it’s better to use an agreement written by the vendor because their version addresses their industry’s unique responsibilities. Construction services is one example.

In most cases, Tech Ops creates an agreement from AvidCo’s Personal and Professional Services Agreement (PPSA) template. It consists of standard clauses for schedule of services performed, payment schedule, agreement termination, indemnification, insurance coverage, attorney fees, and compliance with anti-discrimination policies.

The vendor’s quote details a specific service, quantity, and cost. The PPSA governs the quote only when AvidCo cites it on the quote, signs the quote, and returns it to the vendor. The example annotation below cites PPSA #4318:

This Quote is subject to the terms and conditions agreed to between the parties on 2-24-2016 and referred to as PPSA# 4318, as amended on 3-10-2021.

Approved by:

The PPSA Short Form is sufficient for vendors who perform services that expose AvidCo to a lower level of risk. Examples include landscaping and floor maintenance.

The PPSA Long Form is for vendors whose work exposes AvidCo to a higher level of risk. It adds clauses for assignment of agreements, binding on successors, waivers, force majeure, and others. The long form also provides greater specificity of rights and obligations. For example, the short form states that neither party will discriminate against protected classes of employees and applicants, while the long form cites the eight federal laws that express those rights.

The long form PPSA refers to an insurance addendum. Legal will advise Tech Ops on the correct addendum for the agreement.

Insurance Addendum Contractor Only

Insurance Addendum with Information Security

Insurance Addendum with Subcontractor and Information Security

About Insurance Requirements

Service vendors must show they carry AvidCo’s minimum limit of commercial general liability insurance, auto insurance, and workers compensation insurance. If the vendor’s coverage is less than AvidCo requires, email Legal and the requester and note the deficiency. Legal provides an opinion on the risk, and one of the signing authorities decides whether to accept the risk, negotiate with the vendor, or find a vendor who meets the insurance requirements. Tech Ops edits the PPSA and amendments to state the types and limits of insurance the parties agreed to.

Steps to Execute a PPSA with a New Vendor

  1. Add a record to the PPSA database. Edit the record as you compile information.

  2. Email Legal the vendor’s quote and get their guidance on PPSA version and insurance addendums.

  3. Email the vendor. Ask for the name of the contact person for the work and the name of the signatory for the PPSA. Request a certificate of insurance (COI) which lists AvidCo as the certificate holder. Explain that AvidCo will send them the PPSA to review before they’re asked to DocuSign it. Refer to Example Emails. If it’s a tower vendor, include the tower checklist.

  4. Select the short form or long form PPSA template and save it in the vendor folder. Use the correct filename convention.

  5. In Word, turn on Track Changes and fill in the required fields. Refer to the quote or PO and confer with Legal or the PO requester as needed.

  6. For the short form, edit the insurance requirements if necessary. For the long form, add and edit insurance addendums. Use the correct filename convention.

  7. If the vendor will have significant access to AvidCo systems, add the Information Security and Software Development Addendum.

  8. Email the PPSA to Legal. Legal reviews and approves the PPSA, assigns it a PPSA number, changes the filename to Final, and emails it back to Tech Ops.

  9. Email the PPSA to the vendor for their review.

  10. Obtain initials and signatures. Refer to Reviewers and Signers. Copy Legal Assistant and Tech Ops.

  11. File the executed PPSA in the vendor’s folder.

  12. Add the PPSA number to the record.