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University Counsel

Contract Review Process

University Counsel Procedures

Contract Review Process – University Counsel Procedures:

  • Originator submits contract to Office of University Counsel for review
  • Contract logged in and referred to attorney for review (University Counsel, Assistant University Counsel or outside counsel)
  • Confirmation of receipt of contract for review sent to Originator
  • Attorney reviews contract
    • If no changes required, contract approved
    • If changes required, attorney prepares modification memo University
  • Counsel reviews contracts for form and legal sufficiency, for example
    • What is the contract term?
    • Are the deliverables clearly outlined?
    • When is payment due?
    • What are the termination provisions?
  • Other considerations:
    • Does the person signing the contract have authority to sign it?
    • Does it contain dispute resolution provision?
    • Does the contract require the University to do something it cannot legally do or is against University policy?
  • University Counsel does not determine the substance of a contract, e.g.
    • The deliverables.
    • The amount of fees to be paid.
    • When services will be performed (the term).
  • University Counsel review ensures that specific contract provisions protecting the University are included in the contract
  • University Counsel may draft a contract and, if needed, participate in the negotiation of contract terms
  • Modification Memo and contract returned to Originator for changes and approval of changes by 3rd party
  • Originator is responsible for making or submitting to 3rd party changes to contract and the return to University Counsel of the revised contract for approval
    • Attorney reviews contract to ensure changes are made
    • If all changes are not made, contract returned to originator for additional changes
    • If all changes are made, contract forwarded to Originator to obtain authorized signature
  • Once approved, contract may be sign by authorized signatory University Counsel approval is only one step in the University Contract Review Process
    • Other required administrative review and approval may be required in University rules, policies, and procedures, i.e. ATIG, Capital Improvements, Sponsored Programs.
    • It is the responsibility of the Originator to ensure adherence to such rules, policies and procedures.
    • Not complying with other administrative or departmental reviews will delay review of the contract by University Counsel.
  • Form contracts that have been previously reviewed and approved by University Counsel do not have to be submitted for review before each execution unless substantive changes have been made.
  • Please confirm with University Counsel regarding the use and execution of approved form contracts.
  • Consequences of failure to follow policy:
    • Contract may be void or voidable
    • Employee may be subject to disciplinary action and/or personal liability
    • University subject to audit findings (an area of potential control weakness, policy violation, financial misstatement, or other issue identified during the University’s audit and reported to the Board of Trustees.)

Click here for a Contract Routing Form