Contract Review Process Short Form
Contract Definition: A legally enforceable agreement that creates, defines, and governs mutual rights and obligations among its parties (Wikipedia). For our purposes, an agreement you sign that requires obligations of SPU and another party. This includes, but not limited to Memorandums of Understanding (MOU), Statement of Work (SOW), grants, affiliations, contracts, and agreements. Contracts with individuals for employment whether as employees or independent contractors are covered in another document and process (see HR).
Step 1: Can I sign the contract?
- Are you an SPU employee (not student)?
- Do you have budget signature authority for the amount in the contract?
If the answer is yes to the above, continue to Step 2. If the answer is no, send contract to area VP.
Step 2: Does the contract include any of the following?
- Does it involve any sensitive, private, or confidential information?
- Does it make SPU a federal contractor?
- Does it make SPU a landlord?
- Is the contract subject to specific legal compliance requirements?
- Does it involve an individual or for-profit organization engaging in business activity on SPU’s campus with customers other than SPU?
- Does it involve any form of revenue sharing arrangement between SPU and the contract counterparty?
- Does it include an exclusivity clause?
If the answer is yes to any of the above, send to are VP. If the answer is no, continue to Step 3.
Step 3: Do other offices need to be involved in the review?
- Finance: Sufficient budget for the contract and any specific payment policies related to contract.
- Human Resources: Verification of employment status related to contracts with individuals (employee vs. independent contractor).
- Computer and Information Systems: Any technology purchase (hardware and software) or access to systems of data.
- Facilities: Use of space, set-up, impact to buildings and/or grounds. If yes, obtain review and buy-off.
Departments will need time to review and provide feedback, which could lead to negotiations with the vendor for contract adjustments, potentially adding weeks to months to the purchase process. Please confirm expected wait times with relevant areas and allocate adequate time in your plans.
Step 4: Review contract
- Review all terms and conditions, including those references by links and those in appendices.
- Use the Checklist and Review Guide.
- Obtain sign-off from other offices (step 2).
- Negotiate changes.
Step 5: Finalize and sign contract and Checklist
- Send copy of signed contract to OBF along with the Checklist.
- Request a Certificate of Insurance (COI) if one is required.
- Send copy of signed contract to the Controller’s Office along with W-9 or W-8 (if required)
Step 6: Cooperate with OBF Audit
- OBF will conduct annual audit of contracts and will randomly select ones for review.
April 19, 2023