Contract Review and Approval

UNC Greensboro is a public institution of higher education with authority to enter into contracts and agreements that are necessary to meet the mission and priorities of the University. As a public body, the University is subject to legal and ethical requirements and restrictions that affect its ability to accept certain contract terms. The purposes of this policy are to ensure that: (a) University Contracts are reviewed and executed following the appropriate University procedures, (b) risks associated with University Contracts are analyzed at the appropriate level, and (c) business units have the tools, resources, and as appropriate signatory authority needed to assess risk, and enter into contracts that best serve the University. Finally, the intent of this policy is to provide direction and guidance related to when prior review by the Office of General Counsel is required. This policy defines the general parameters through which a University Contract might be created and designates who, and under what circumstances, employees with signature authority may sign University Contracts.

This policy applies to all University Contracts as defined below, and all individuals involved in the review or execution of University Contracts. This policy does not apply to EHRA Non-Faculty and Faculty appointment letters.

University Contract Defined

A “University Contract” is defined as any agreement between two or more parties, one of which is the University (including any of its centers, departments or other subunits). There must be a University interest at stake. A document need not be called a “contract” to fall within the definition of “University Contract.” It might be called a “Memorandum of Understanding,” “MOU,” “letter agreement,” “letter of understanding,” or simply an “agreement.” While acting in the scope of your employment, if you are entering into any type of relationship with a third party that places obligations on the University or one of its units, you are entering into a University Contract subject to this Policy.

Agreements between different units within the University are not University Contracts, nor are contracts purely between private parties where the University has no obligations. In addition, agreements generally are not University Contracts if they are entered into solely by a student organization, a University Foundation, or other University-Associated Entity that is legally separate from the University.

Responsibilities of Person Initiating Contract

The person initiating the contract for the University is responsible for:

• Reading the contract entirely and determining that the contract language accurately reflects negotiations and the unit’s expectations and that the contract meets programmatic and University mission requirements.
• Determining the contract is in the best interests of the University.
• Ensuring the unit will use its best efforts to comply with the obligations the contract places on the University.
• Confirming the unit has designated an individual to act as contract manager, who will serve as the point of contact for contractual matters, maintain contractual records and documentation, and monitor compliance and deadlines related to the contract.
• Ensuring the contract is sufficiently clear and consistent so that the University’s obligations are easily understood.

After being satisfied that the above requirements are met, the initiating employee must submit the contract to the appropriate office or individual identified below. Performance under the contract should not begin until all parties have signed the contract and the responsible University unit has obtained a fully signed copy for storage with its records.

University Contracts should be submitted to the designated office or individual below for review using the UNC Greensboro Contracts Checklist as described more fully on the Contract Review Process website:

• Authorized Signatory: Contracts for which no office is specifically identified in the Policy on Contract Review and Approval and Signature Authority (“Policy”) must be reviewed by the Authorized Signatory (or the Authorized Signatory’s delegate) as designated on the list of Authority for Contract Negotiations and Signature Approval (examples include affiliation agreements, internship agreements, software licenses, and so-called “clickwrap licenses.”).
• Facilities Management: Contracts related to the construction and improvement of University facilities, and contracts related to auxiliary services provided to members of the University community (examples include dining, campus bookstore and convenience store).
• Office of Contracts and Grants: Reviews the language related to fiscal terms in contracts to ensure compliance with federal and state statutes and university regulations. Signs financial reports. Other reports related to externally funded grants and contracts are signed by OSP.
• Division of Online Learning: Contracts permitting the use of University facilities by third parties pursuant to the Facility Use Policy.
• Innovation Partnership Services Office: Material transfer agreements and other agreements required to obtain materials to be used in research, nondisclosure/confidentiality agreements related to information to be used for research purposes, and licenses and other contracts granting third parties the right to use innovations, inventions and copyrighted materials created at the University.
• Office of General Counsel: As required by N.C.G.S. § 114-8.3, all proposed contracts for supplies, materials, printing, equipment and contractual services that exceed one million dollars ($1,000,000) must be reviewed by the General Counsel to ensure that the proposed contracts are in proper legal form, contain all clauses required by law, are legally enforceable, and accomplish the intended purposes of the proposed contract.
• Office of Sponsored Programs: All incoming grants and contracts with external sponsors that support University research, scholarship or creative activity, in whole or in part, including federal, state, or local government, or private sponsors, as well as all outgoing contracts, agreements and subawards to approved subrecipients on sponsored projects awarded directly to the University.
• Property Acquisition & Leasing: Contracts related to the acquisition and use of property and space off campus, and contracts related to the use of property and space on campus other than short-term facility use arrangements.
• Purchasing: Contracts related to the acquisition of goods or services. Because contracts to obtain the services of consultants are heavily regulated, always discuss any contract to obtain consulting or professional services with Purchasing before engaging in extensive negotiation of other contract details. Certain policies administered by Purchasing may vary these rules for purchases under certain monetary levels. Questions should be directed to the Director of Purchasing; or you may visit the Purchasing Department website.
• University Advancement: Contracts relating to gifts to the University, and the naming of buildings or other University spaces.

Review and Approval of Contracts

All University Contracts, prior to the execution (signing), must be reviewed by the designated contracting office or Authorized Signatory (or the Authorized Signatory’s designate). The Authorized Signatory who signs any University Contract is responsible for ensuring that the contract conforms to all applicable University, UNC System, state, and federal policies, regulations, rules and guidelines; does not contain any Prohibited Clauses; and that all necessary insurance coverage is in force. University offices that can assist with the review of certain contracts are listed above, and on the OGC website on the Contract Review Process webpage.

Employees who are authorized to sign University Contracts and do so consistent with this Policy will be afforded the protections of the statute governing the Defense of State Employees, N.C.G.S. Chapter 143, Article 31A. Compliance with applicable rules, regulations and guidelines is presumed with respect to University templates that include an approval stamp by the Office of General Counsel, Purchasing, or Property Acquisition & Leasing, and contracts that comply with the UNC Greensboro Contracts Checklist.

Delegation of Signature Authority by the President of the University of North Carolina

Policies of The University of North Carolina authorize the President of the UNC System Administration to execute certain sponsored program contracts. Sponsored Programs are scholarly, professional, and creative activities that University personnel conduct with support from external funding instruments such as grants, contracts, cooperative agreements, or other agreements deemed appropriate by the University of North Carolina Board of Governors. To expedite sponsored program contracts, the President of the University of North Carolina has approved delegation of approval of such contracts to the Chancellor, and has authorized named individuals to sign grants, contracts or cooperative agreements and internal processing forms on behalf of the institution’s Chancellor and chief financial officer. These named individuals at the University are listed on the Authority for Contract Negotiations and Signature Approval available as part of the Contract Review Process information resources. No other persons are authorized to sign such documents for those officers.

All Vice Chancellors, Deans, Directors, Department Chairs, and Administrative Officers are responsible for the full implementation of this policy within their respective areas.

The University does not recognize contracts signed by University employees or agents as binding on the University unless the employee who signed the contract has duly delegated signature authority. Employees who sign a contract purporting to bind the University without authority properly delegated as described in this policy may be personally liable under the contract and may be subject to University disciplinary action.