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Policy on Contract Review and Approval and Signature Authority
The University of North Carolina at Greensboro
- (Approved by the Chancellor, January 25, 1999)
- (Amended October 4, 2010)
- (Amended February 27, 2012)
Section 1: General
This policy defines the general parameters through which a University contract might be created, describes the necessary administrative review and approval process and designates who, within the University, is authorized to sign University contracts.
Section 2: University Contract Defined
A "University contract" is defined as an agreement between two or more parties, one of which is the University (including any of its centers, departments or other subunits) intended to have legal effect. There must be a University interest at stake. Some University contracts may be oral; the great majority are written. An agreement may be a binding University contract even though the University is receiving something of value at no charge. 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 kind of agreement or other document which places obligations on the University or one of its units, you should presume that you are negotiating a "University contract" and that this Policy applies.
The term "University contract," as defined in this policy, does not include agreements between different units within the University. The definition does not include 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 another organization that is legally separate from the University.
Section 3: 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 the current state of negotiations; the contract meets programmatic and University mission requirements; the contract is in the best interests of the University; (s)he can ensure compliance with the obligations it places on the University or (in the case of services provided centrally) will make a best effort to see that end users comply; and 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 either Purchasing or University Counsel for review and approval.
Section 4: Review and Approval of Contracts
All University contracts prior to the execution (signing) shall be reviewed and approved in writing as to legal form and validity by either the Office of Purchasing or the Office of University Counsel. Such approval shall not be required with respect to contracts or extensions or renewals thereof if the form or template has received prior written approval from Purchasing or University Counsel and the current version contains no substantive changes or additions other than those pertaining solely to the description of the project, the monetary terms, or the term of the contract or extension.
The North Carolina State Attorney General's Office has issued instructions mandating that certain "prohibited clauses" may not be included in any contracts into which a state agency like the University enters. Purchasing or University Counsel will review each contract to ensure that: it does not contain any of the prohibited clauses; it is consistent with federal and/or state laws; it is consistent with UNCG rules and regulations; risk management concerns have been reasonably addressed; and it is consistent with any known predecessor documents. Purchasing or University Counsel may withhold approval pending other appropriate institutional reviews and will coordinate obtaining those reviews.
Section 5: Should Purchasing or University Counsel Review my Contract?
There are no hard and fast rules about which University contracts Purchasing reviews vs. those that University Counsel reviews.
In general, the following types of contracts should be submitted to Purchasing: those for the routine purchase or rental of goods or services; personal and professional services contracts; contracts with hotels, convention centers or other facilities which require a written agreement. In general, the following types of contracts should be submitted to University Counsel: those involving employment matters; nondisclosure agreements; liability waivers; gifts; instructional/experiential agreements; licenses; student or faculty exchange agreements; articulation agreements; settlements; click-wraps; assignment of the right to use the University's name, logo or resources; purchase or lease of real property; grants; research; intellectual property; and any non-routine or novel matter.
The above lists are not all-inclusive. If you are uncertain about whether your University contract should go to Purchasing or University Counsel, just use your best judgment. Purchasing and University Counsel have absolute discretion to decide which of their offices will review and approve any particular University contract.
Section 6: Authorizing Signatures
After the contract has received written approval by either Purchasing or University Counsel, it may be executed (signed) by an authorized representative of the University. As a general rule, the Chancellor has the authority to sign any and all contracts for the University. The Provost and Vice-Chancellors have authority to sign contracts within their various areas. They have delegated authority to certain persons within their divisions to sign various types of contracts, as shown at the following link: Authority for contract negotiations and signature approval. If the signature authority to enter into contracts on behalf of the University is passed below the level of the Dean or Director, it must be done in writing and with the approval of the appropriate Vice Chancellor or Provost. Anyone who is not authorized, either by this policy or by written delegation, and who enters into a contract that purports to bind the University or its subunits is acting without authority and could be held personally liable for the contract.
"Click Wrap" agreements and contracts for software or other technology products/services that are to be used by more than one University division must be signed by all Vice Chancellors of the affected divisions or their designees. "Click Wrap" agreements and contracts for software or other technology products/services that are to be used across the entire University must be signed by the Chancellor or her designee.
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.
Comments or questions? Email the Policy Administrator.
- Note: so-called "free" software (and any other product or service) offered "free" to the University constitutes a "University contract" if the University must agree to any current or future obligation as a condition of receiving the "free" product or service.” This includes "click-wrap" agreements.
- Several contract forms are pre-approved and may be used without further review by Purchasing or University Counsel if the forms are used “as-is.” See the following: Click here for Personal Contract Template; Click here for Professional Contract Template; Experiential Learning Agreements; Photo and Statement Release Form (PDF); Release Agreement for Voluntary University Travel (PDF); HIPAA Business Associate Agreement (PDF); Student's Consent to Disclose Educational Records (PDF)
- A current list of approved click-wrap agreements and the procedure for entering into non-approved click-wraps is available on the General Counsel website
- Note that performance under the contract should not begin until all parties have signed the contract and the responsible University subunit has obtained a fully signed copy for storage with its records.