Human Resources Policies

POLICY: CONTRACT PROTOCOL POLICY
POLICY NUMBER: OGC-3
Effective Date: July 2002
Revisions: January 2002, June 2002, May 2007
Responsible Officer: Office of the General Counsel

PURPOSE:

The policy sets forth the protocol that members of the University community must follow before entering into contracts on behalf of the University. The Policy requires the Office of General Counsel (“OGC”) to review and approve certain types of contracts. The types of contracts that the OCG must review and the members of the University community who are authorized to sign the contracts are outlined below.

I. SCOPE OF CONTRACTS TO BE REVIEWED

A. The following types of contracts MAY NOT be signed without review by the OGC:
1. Contracts in which the University agrees to pay in excess of $25,000 over the term of the contract;
2. Contracts involving the use of the University’s facilities;
3. Contracts involving the use of the University’s intellectual property, including trademarks and logos;
4. Contracts requiring the University to provide indemnification or insurance to an outside party;
5. Contracts in which members of the University community or third parties are engaging in high-risk activities;
6. Contracts involving the lease or purchase of real estate;
7. Contracts in which the University provides off-campus educational programs;
8. Contracts in which a member of the University community believes that the contract may expose the University to significant risk, regardless of amount of contract; and
9. Contracts that the OGC determines require legal review.

B. The following types of contracts MAY be signed without review by the OGC.
1. Faculty appointment letters that the Provost Office issues pursuant to the approval process it has already established; and
2. Contracts that the Office of Research and Graduate Studies enters into. Please note that contracts may take several forms, such as letters or memoranda of understanding, leases of property or equipment, software licenses, and letters of intent. In addition, while a contract may appear not to bind the University to financial obligations (e.g., the contract is for services or equipment provided without charge to the University), there may be substantial financial obligations or liabilities inherent in the arrangement (e.g., indemnification and insurance obligations in the event of an injury to persons or damage to property). Therefore, in determining whether the OCG must review an agreement, the form of the agreement or the amount the University must pay is not dispositive; rather, it is whether the terms to which the University must agree include the considerations listed above.

II. CONTRACT PROTOCOL REVIEW PROCESS

The first step in the contract protocol review process is to complete the attached Contract Protocol Review Form. (You can obtain additional copies from the OGC.) The purpose of the form is to provide the OGC with basic information it needs to review your contracts thoroughly and efficiently. Once you have submitted the Contract Protocol Review Form to the OGC, one of the lawyers will contact you to discuss the business terms of the agreement and determine who will complete the negotiations with the other party. If the other party provides you with a form agreement, attach the other party’s agreement to the Contract Protocol Review Form. Since the terms in the other party’s agreement dealing with the legal issues will probably be more favorable to the other party, we will only use the other party’s agreement as a starting point for the negotiation of the legal issues. If the other party does not provide you with a form agreement, outline the business terms on the Contract Protocol Review Form and the OGC will draft an agreement from your statement of the business terms.

III. AUTHORITY TO SIGN CONTRACTS

The following individuals have the authority to sign contracts on behalf of the University:

• Up to $2,500 Administrators and Business Officers $2,501 to $25,000 Cost Center Managers $25,001 to $100,000 Vice Presidents, Deans and Directors $100,001 to $250,000 Senior Vice Presidents $250,001 and Above President

Additional Information: Inquiries regarding this policy should be referred to the Office of the General Counsel at extension 1433.