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Contract Protocol

Policy Number: OGC-3

Effective Date: March 2006

Revisions: June 2002, January 2002, March 2006

Responsible Officer: Office of 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 are outlined below.

I. SCOPE OF CONTRACTS TO BE REVIEWED

  1. 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 in which access to any individual's personal health information or other personal and confidential information (for example, first and last name, social security numbers, financial account numbers, driver's license or other government-issued ID number) may be provided;
    3. Contracts involving the use of the University's facilities;
    4. Contracts involving the use of the University's intellectual property, including trademarks and logos;
    5. Contracts requiring the University to provide indemnification or insurance to an outside party;
    6. Contracts in which members of the University community or third parties are engaging in high-risk activities;
    7. Contracts involving the lease or purchase of real estate;
    8. Contracts in which the University provides off-campus educational programs;
    9. 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
    10. Contracts that the OGC determines require legal review.
  2. 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 attached Contract Protocol Review Form (Word Doc) must be completed in order to initiate the contract protocol review process. The purpose of the form is to provide each reviewer, including the OGC, with basic information that is needed in order to review contracts thoroughly and efficiently. If the other party provides 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, the other party's agreement is only to be used as a starting point for the negotiation of any legal issues.

If the other party does not provide a form agreement, outline the business terms on the Contract Protocol Review Form and the OGC will draft an agreement based on the business terms. If the contract raises specialized legal issues, the Office of the General Counsel may retain outside counsel for advice. However, the decision to retain outside counsel must be made by the Office of the General Counsel.

Inquiries regarding this policy may be directed to the Office of the General Counsel.

III. AUTHORITY TO SIGN CONTRACTS

The authority to sign contracts on behalf of the University shall be as per applicable University Signature Authority Policy and Procedures.