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- Guidelines on the Establishment of Contracts and Agreements with External Entities
Guidelines on the Establishment of Contracts and Agreements with External Entities to be Housed on the UNCG Campus
The University of North Carolina at Greensboro
- (Approved by the Chancellor and Executive Staff, effective July 1, 1999)
This document was prepared to assist individuals seeking to establish contracts or other formal affiliations ("agreements") with external, non-UNCG entities seeking to be housed on campus. Some of the considerations identified here will not apply to all types of agreements. Some agreements will require additional considerations, and in these cases individuals may wish to consult with the University Counsel, Associate Vice Chancellor for Finance, and/or Senior Associate Provost for Academic Affairs.
- In the introductory portion of the agreement, include a brief statement describing the purpose of UNCG's affiliation with the external entity. If the contract may be viewed as representing competition for organizations already under contract with UNCG (eg., a second ESL company competing with one already on campus), provide justification for the existence on campus of the proposed new entity.
- Confirm whether the external entity will maintain its independent status [such as that of a 501(c)3 organization] for the entire period of the agreement. NOTE: The entity may wish to give up its independent status and UNCG may agree to allow the entity to become an official unit of the University. In these cases no agreement with an external entity is necessary, as all employees would become UNCG employees and be subject to UNCG policies and procedures.
- Confirm whether UNCG will become a subcontractor for the external entity for the purpose of completing a specific task. If this is the case, it should be stated in the agreement and a copy of the subcontract should be attached to the agreement.
- Confirm whether the external entity will be expected to reference UNCG (or the College, School, or other unit at UNCG) in all letterheads, Web pages and links, and in other forms of correspondence emanating from the campus office of the external entity. Depending on its relationship to UNCG, determine also whether it will be required to comply with UNCG graphic design standards.
- The written agreement must be reviewed by the University Counsel, the Director of the Office of Research Services, and the Director of the Office of Contracts and Grants.
Period of Performance
- State the effective date and ending date of the agreement.
- State whether (and if so, describe how) the agreement may be extended.
- State whether (and if so, describe how) the agreement may be terminated. This should include consideration of whether termination may occur with or without cause and the amount of notice that is required prior to the termination date.
- The external entity must agree to indemnify UNCG and hold it harmless for any damage resulting from performance of the agreement, including but not limited to fees, penalties, and expenses arising from any claim by an employee working under the agreement or from any claim against an employee working under the agreement, unless the damages were caused by the negligent actions of UNCG.
- The external entity must provide liability coverage for its employees and their activities at UNCG at an amount of at least one million dollars ($1,000,000).
Responsibilities of the Parties
The contract should include a statement indicating that employees and other individuals brought to campus by the external entity will strictly adhere to UNCG regulations regarding personal behavior and other applicable policies (eg., copyright and intellectual property). In addition, this section should describe as clearly as possible what UNCG and the external entity are obligated to do with respect to the agreement. Examples of considerations that should be made include the following:
- Who will provide or provide access to necessary items and support services
for the normal operation of the office? Among others, these items and services
might include the following:
- a sign identifying the office;
- basic utilities;
- office furnishings and equipment (also clarify whether equipment purchased by the external entity during the period of the agreement will remain with the external entity or with UNCG at the conclusion of the agreement period);
- local and campus mail services,
- connection to the UNCG computer network (including e-mail and Internet access);
- telephone installation and services (and listing the office and individual names in the campus directory);
- on-campus parking privileges; and
- use of various services provided by campus offices such as Physical Plant, Campus Printing, Motor Pool, EUC, and University Bookstore.
- Will employees of the external entity be issued UNCG ID cards, and will they have access to services such as the library, health center, campus recreation center, etc.?
- Who will provide salaries and associated benefits and manage financial
records for the external entity's employees?
NOTE: The external entity will be expected to provide its own accounting and payroll services.
- Who will hire the external entity's personnel and manage personnel records of the external entity's employees?
- What agreements have been reached regarding other expenses directly related to the external entity's business? (Some of these expenses may initially be covered by UNCG in accordance with the terms of the agreement, and may subsequently be billed by the University unit to the external entity. If this is the case, the agreement should state this clearly.)
Payment for University services and/or use of facilities and equipment
Generally, the University must be compensated for its provision of services to the external entity and/or the use of space and equipment by the external entity. The rates charged to the external entity should be included in the contract, along with a description of the method by which the rates may be changed during the period of the contract.
In some cases (which must be approved by the Provost and Vice Chancellor for Business Affairs, in consultation with the affected department or division) the University may agree to waive all or some payments in recognition of the goodwill created by hosting the external entity. The written agreement in these cases must include a statement to the effect that UNCG willingly acknowledges and accepts the goodwill generated by hosting the external entity on the UNCG campus in lieu of (some or all) charges for facilities/equipment and service provision.
The following officers should sign and date the agreement.
- UNCG's administrative contact for meeting its obligations under the agreement (generally the dean in academic units or the department head in administrative offices).
- UNCG's contract administrator (this may be the same as the administrative contact or it may be the Director of the Office of Research Services).
- UNCG's fiscal contact for the agreement (this may be the same as the administrative contact or it may be the Director of the Office of Contracts and Grants).
- (If a space commitment is involved) Office of the Vice Chancellor for Information Technology Services, which overseas physical space allocations.
- Provost or Vice Chancellor (depending on the division in which the agreement originates).
For the External Entity:
- The external entity's administrative contact for meeting its obligations under the agreement.
- The chief executive officer or chief operating officer of the external entity.
Comments or questions? Email the Policy Administrator.