Entering Into Contracts
- General Counsel
- General Counsel
- Angela Downin
University contracts are established to protect the University’s legal interests.
When planning to enter into a contract and before signing on behalf of the University, a unit must:
- use a Standard Contract;
- use a form of agreement that has been approved by the Office of the General Counsel (the “OGC”);
- use a form of agreement (including a form written and proposed by a vendor or the other party) that is exempt from legal 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
- submit the form of agreement to the OGC for legal review following the Administrative Procedure Entering into Contracts.
Certain contracts must be reviewed or approved by the responsible University unit. 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||
|Specific Contract Types||See OGC Legal Services|
Also see Appendix, Required Review by Subject Matter Experts for specific contract topics.
- A writing between the University and another person (as evidenced by signatures) that creates a binding obligation upon the University, regardless of the title of the document. A writing solely between or among University departments and units is not a contract and is not subject to legal review under this policy. For examples of contracts, see the FAQ.
- Standard Contract
- A contract that appears in the University's Standard Contract Library, in the University-Wide Agreements list, or in the index of contracts administered by Capital Planning and Project Management.
- Non-Standard Contract
- A contract that is not a Standard Contract, or a contract on a form or template reviewed and approved by the OGC, or a contract exempt from legal 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.
- A contract in a form supplied by the vendor or the other party is not a Non-Standard Contract if the form of agreement is exempt from legal review as described above.
- Employee Arranging to Buy or Sell Goods or Services or Otherwise Enter into a Contract
- Determine which University policies and procedures apply to the contract and comply with each. Determine which University departments or units must review or approve the contract as required by University policies and procedures and contact each to seek review or approval.
- Determine who has delegated authority to sign the contract on behalf of the University.
- Determine whether legal review of the contract is required and if so, follow the Administrative Procedure Entering into Contracts.
- Employee Signing a Contract
- Ensure that the proposed contract complies with applicable University policies, that all required approvals have been obtained, including legal review and approval by the OGC, and that any other significant risks have been considered and managed. (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 University policies and procedures, for any University-wide implications, and for any major risks.
- General Counsel
- Recommend policy changes. 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 2020 - Comprehensive review. Minor edits in policy and FAQ.
- 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.