Contract Management

Contracts Administration Overview

While UM stakeholders are responsible for negotiating the substantive terms of their own agreements, the Office of Legal Counsel (OLC) is responsible for ensuring the “legal sufficiency” of the agreement. 

Contracts can take many forms, ranging from a simple agreement via email to reserve space at the University Center to a complicated document encompassing dozens of clauses and pages.  Whatever form, a contract is simply an “agreement between two or more parties creating obligations that are enforceable or otherwise recognizable at law.” (Black’s Law Dictionary, 7th Ed., 1999).  UM employees should take care when entering into any agreement to ensure that proper contracting procedures have been followed.

The Board of Regents has designed the President of UM as its chief executive office, which grants him authority to sign contracts on behalf of the UM.  Pursuant to UM’s Signature Authority Policy 200, the President has delegated his authority to appropriate University employees in certain instances.  Take care to ensure that any agreement you enter into is signed by the appropriate UM official.  Engaging in an agreement without the proper signatory authority may expose the employee to incur personal liability for the terms of the agreement. 

 Legal Review

Contracts which contain only UM or state standard terms and conditions, or contracts which conform to the templates, provided below, do not require review by UMLC, unless the contract is:

  • An international contract
  • In excess of $$$$
  • Anything else?

Approved University Contract Templates: (hyperlinks coming in the near future)

Internal departments and offices may seek approval for additional template agreements on a case-by-case basis.  Send requests for review and approval of templates by completing this form *hyperlink to form) and titling the project as “Template for Counsel Review”.  Please understand that turn around time for review of templates will likely take up to 30 days, as these reviews are not considered urgent.  However, UMLC encourages the use of approved template contracts as this can significantly decrease the overall time the contract administration process takes.

If a contract requires OLC review, please complete a request for legal services (hyperlink to form), attaching the contract, at least 2 weeks prior to the time you need to respond to the other party, rather than the date the contract needs to be signed.  Often times parties are in disagreement regarding substantive terms of the contract, and contract negotiation can take some time.  Plan accordingly.

  Rresponsibility of the “manager” of the contract

Each contract should have an assigned contract manager.  Typically, the manager of the contract is the primary point of contact on the contract and is listed as the University liaison.  UMLC and the procurement office and typically not the manager of the contract.  In addition, the manager of the contract is often different that the signatory of the contract.  For example, the Director of Study Abroad facilitates an agreement with a foreign institute of higher education to allow UM students to study abroad there.  While the President is the only person who can sign such an agreement, it is the Director of Study Abroad who manages this contract. 

It is the manager’s responsibility to ensure that all appropriate levels of review have been completed before the contract is sent to the signatory.  The manager is also responsible to ensure that all relevant information which should be considered before an agreement is signed is brought to the attention of the signatory.

Contract managers must also:

  • Ensure that you understand the terms and conditions of the contract, especially:
    • If the contract automatically renews, and how to terminate an automatic renewal
    • When updates or amendments to the contract may be necessary;
    • Any confidentiality requirements; and
    • Training requirements.
  • Review and approve invoices for payment of satisfactory work performed or supplies provided;
  • Document sufficient contract complaints, disputes and terminations;
  • Ensure adherence to additional requirements particular to contracts funded in whole or part by federal money; and
  • Maintain any required certificates of insurance.

Other Important Items

Required Insurance Provisions

If you contract requires UM to obtain insurance, please speak with Jason Sloat, Risk Manager, to get the process started.  Because the University is self-insured, contracts cannot require that UM add a third party as an additional insured.

International contracts

All international contracts must be vetted by Zach Scott, Director for Research Compliance, to ensure that any export control concerns are identified.  OLC will only review international contracts after Dr. Scott’s review is completed.

Early Termination of a Contract

If you wish to terminate a contract for the other parties failure to comply with the terms of the contract, you must contact UMLC to discuss the matter.  Please complete this form (hyperlink) and include the subject line “Early Termination of Contract”.  Attach the relevant contract and all documentation supporting your reasons for early termination.  The request should include information regarding when the contract naturally expires and a timeframe for when UMLC review is needed. 

 

 

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