Contract Review Process

About

This document provides resources and guidelines for any University employee who has the authority to bind the University by signing contracts.

Restrictions

State law and the North Carolina State Attorney General’s Office mandate that certain “prohibited clauses” may not be included in any contracts into which a state agency such as the University enters.  The reviewing individual or office must 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 University rules and regulations; risk management concerns have been reasonably addressed; and it is consistent with any known predecessor agreements.

Templates approved by the Office of General Counsel, Purchasing or Property Acquisition and Leasing are presumed to be consistent with all applicable rules, as are contracts that make use of and comply with the Contract Checklist.

Authority

If you are unsure as to whether you have been delegated signature authority, review the Authority for Contract Negotiations and Signature Approval.

Process

You should route your contract through the applicable office or individual:

Authorized Signatory:
Contracts for which no office is specifically identified in this Policy can be reviewed using the Contracts Checklist and submitted for signature to an authorized signatory as designated on the list of Authority for Contract Negotiations and Signature Approval.

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 (such as 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.

Procurement:
Contracts related to the acquisition of goods or services. Contracts to obtain the services of consultants are closely regulated by State law. Most such contracts require the advance approval of the Governor or his delegate; however, contracts for certain institutional services, for curriculum development, and for academically oriented research are exempt from the prescribed procedures. Because each consulting or personal services contract you consider will involve different facts and circumstances, always discuss any contract to obtain services with Procurement before engaging in extensive negotiation of other contract details. Certain policies administered by Procurement may vary these rules for purchases under certain monetary levels. Questions should be directed to the Director of Procurement; or you may visit the Procurement Department website.

University Advancement:
contracts relating to gifts to the University, and the naming of buildings or other University spaces.

Using the UNC Greensboro Contract Checklist

Purpose

• To instruct negotiators on basic contract law matters.
• To regularize the review of terms and conditions in University contracts.
• To comply with the laws and regulations of the State of North Carolina and other requirements.
• To save time by providing alternative clauses.
• The Contract Checklist is intended to provide a very convenient “fill-in-the-blank” method for reviewing most proposed contracts and resolving most contract issues.
• The Contract Checklist has not been designed to apply to sponsored program agreements, construction and design services contracts, real property transactions, or University employment contracts (other than independent contractors).

Procedures

1. Determine that the University wants to buy or receive what a particular vendor or donor wishes to sell or give.
2. Is it a contract for “consulting services?” If so, contact Purchasing first.
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 Office of 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. (NCGS § 114-8.3)
4. Begin to review draft contract.
5. At the earliest possible moment, check the proposed contract for the “prohibited clauses.”  If the other party cannot modify the contract by removing such clauses, the University must abandon the negotiations.
6. If items in Section I of the Contract Checklist are acceptable, proceed to Section II. If a contract term from Section II  cannot be modified to eliminate a special risk, it may be approved, but only if the authorized signatory agrees to accept the special risk by signing a Contract Advisory. (The authorized signatory is the individual who has been delegated authority to sign such contracts.)
7. For the terms to be accepted, the authorized signatory must sign the Contract Advisory, and it must be attached to the University Contract after it has been fully executed.  If the authorized signatory elects not to accept the special risk imposed by terms requiring a Contract Advisory, the contract must be abandoned unless the other party agrees to a contract modification eliminating the risk.
8. Once all issues identified in Section I and Section II have been satisfactorily resolved, review the remaining elements of the contract against Section III of the Contract Checklist, following any specific instructions included for that checklist item.
9. After all items on the Contract Checklist have been properly completed, attach any signed Contract Advisory form. Then sign and date at the end of the Contract Checklist.
10. You are responsible for obtaining and maintaining one original copy of the contract, properly signed by all parties. The other party or parties will likely want their own originals as well.

Assistance

Contact the Office of Institutional Integrity and General Counsel for training workshops regarding contract review or for advice related to specific questions.  In addition, you can contact the subject matter experts who can assist on specific types of contracts:

• Facilities Management: 336.334.5684
• Contracts & Grant Accounting: 336.334.5091
• UNCG Online: 336.315.7044
• Innovation Partnership Services Office: 336.256.2047
• Office of General Counsel: 336.334.3067
• Enterprise Risk Management: 336.256.2599
• Office of Sponsored Programs: 336.334.5878
• Property Acquisition & Leasing: 336.334.5056
• Procurement Services: 336.334.5515
• University Advancement: 336.334.5679