General Counsel

Preparing a Contract for Review

Preparing Your Contract for Review in the Office of the General Counsel

When preparing your contract for review in the Office of the General Counsel and for process for University signature, there are a few steps that you can take to ensure that your contract review and signature process goes as quickly and smoothly as possible.

Before you send a contract to the Office of the General Counsel, always ask yourself the following questions and remember that you are ultimately responsible for making sure that all terms and conditions of your contract are clear and accurate and that the terms will satisfy your business needs.

1.     Has the originating department approved all the commercial terms and indicated the approval by signing the contract routing form?

2.     Has the appropriate purchasing professional been consulted to confirm that all applicable purchasing laws, policies and procedures have been followed?

3.     Is the contract on a University approved standard form?  If not, please be aware that the contract review and approval process may be lengthened by two weeks or more, as most vendor prepared forms may require extensive rewrites to legal terms.

4.     Is the Agreement complete (i.e., are all pages accounted for and have all exhibits and attachments been provided)?

5.     Are all references to the parties, including references in

(1) the first paragraph of the Agreement,

(2) the abbreviations or defined terms referring to the parties, and

(3) the signature blocks, accurate, complete and consistent?

6.     Does the Agreement clearly state

(1) the beginning or effective date, and

(2) the ending or expiration date?

7.     Does the Agreement clearly and accurately establish the place, time and method of payment?

8.     Does the Agreement clearly and accurately state the amount the University will be obligated to pay (or will receive) under the contract?

9.     Are all duties and obligations of the University and the other parties to the Agreement clearly set out?

10.  Is the contract an amendment to an existing contract?  If so, copies of all underlying contracts must be submitted along with the contract intake form.