Entering Into Contracts
Responsible University Officer(s):
- General Counsel
- General Counsel
- Angela Downin
University contracts are established to protect the University’s legal interests.
Units must either:
- use a Standard University Contract (generated automatically by EFS), or a form or template that has been preapproved by the Office of the General Counsel (“OGC”);
- be exempt from OGC review in accordance with (i) a checklist or instructions established by the OGC, (ii) a contract review procedure approved by the OGC, or (iii) other criteria for exemption established by the OGC; or
- when neither of the above apply, obtain OGC approval on the non-standard contract prior to signing.
Certain contract subjects must be reviewed or approved by the University unit responsible for these subjects. Units must contact the Subject Matter Expert (see list) if using a non-standard contract and that contract contains a clause that requires a review or approval before a legal review (e.g., insurance, use of the University’s trademark or logo).
Only individuals with specific signature authority delegated in accordance with Board of Regents Policy: Reservation and Delegation of Authority, and Administrative Policy: President’s Delegations of Authority may sign a contract. (Documented in the Delegations of Authority Library.)
Units must not enter into a contract that presents an unreasonable risk of harm to the University’s mission, reputation, or funds. To make this determination, units should consider the likelihood that a risk would arise; the likelihood of damage if the risk arises; and the most likely worst case when damage occurs. (See Appendix, Assessing Risk in the Business Terms of a Contract.)
REASON FOR POLICY
To implement Board of Regents Policy: Legal Review of Contracts and Transactions. This policy also aligns with Board of Regents Policies: Internal Control and Reservation and Delegation of Authority. The policy and associated documents promote unit compliance with laws and regulations that apply to the University’s contracts; and serves to avoid exposure to an unreasonable risk to the University’s reputation, mission, or funds.
|This Policy||Angela Downin||612-624-4100||612-626-9624
|Specific Contract Types||See OGC Legal Services|
Also see Appendix, Required Review by Subject Matter Experts for specific contract topics.
- Any written commercial contract or other agreement that creates a binding obligation upon the University, regardless of the title of the document, and regardless of the identity of the other party. For examples of contracts, see the FAQ.
- Standard Contract
- A contract that appears in the University's Standard Contract Library, in the University-Wide Contracts list, or in the index of contracts administered by Capital Planning and Project Management.
- Non-Standard Contract
- A contract that is proposed by the vendor, including click-through and shrink-wrap software licenses, and University standard contracts that the vendor proposes to amend.
- Individuals Requesting a Contract
- Follow the Administrative Procedure for Entering into Contracts
- Employees with Delegated Authority to Sign Contracts.
- Ensure that all contracts signed by the employee comply with applicable policies, that all required approvals have been obtained, and that any other significant risks have been considered. (See Searching the Delegations of Authority Library.)
- Individuals with Expertise in Specific Contract Topics (Subject Matter Experts)
- Evaluate contracts within the approval authority’s field of responsibility for compliance with policies and procedures, for any University-wide implications, and for any major risks.
- General Counsel
- Recommend policy changes. Establish and maintain University of Minnesota contract processes that incorporate compliance with applicable policies, laws, and guidelines. Review contracts as set out in this Policy. Maintain for the University an appropriate framework of internal control (1) to evaluate and protect the University’s interest in the execution of Contracts and (2) to ensure presentation to the Board of all contracts and transactions that require Board notification or specific Board approval.
Board of Regents Policies
Administrative Policies and Procedures
- Purchasing Goods and Services
- Alcoholic Beverage Sales and Service and Venue Liquor Licensing
- Selling Goods and Services to External Customers
Real Estate Policies
- Acquiring and Disposing of University Real Estate
- Use and Lease of Real Estate
Information Security Policies
- Data Security Classification
- Information Security
Other Related Information
- Institutional Compliance
- Delegations of Authority Program
- Exchanges and Partnerships
- Information Security Questions for Contract Review
- Technology Review Board
- December 2015 - New Policy. 1. Specifies when a standard contract or OGC review is needed on a non-standard form. 2. Provides a questionnaire for units to use to determine if the contract is exempt from review. 3. Provides detailed procedures for the processing of contracts.