Contract Review

The Office of General Counsel assists university departments with many types of university contracts. We also draft contracts and assist departments and administrators with contract negotiations as needed.

Who Can Sign Contracts?

Contracts binding on the University may only be signed by an Authorized University Official.

Consistent with the , the authority to sign Contracts rests with the President. Pursuant to , the President also may delegate such authority to certain individuals. A chart tracking the Authorized University Officers pursuant to delegation of authority by the President is maintained by the Office of General Counsel.

Contracts signed by an individual who is not an Authorized University Official are not binding on the University, but such Contracts may subject the individual who signed without authority to personal liability.

Approval of Contracts

Before being signed or executed by an Authorized University Official, a Contract must be approved by the following:

The Responsible University Office;
The Department or Division Head;
The Dean, Director, or appropriate Associate Vice President or Vice President;
The Office of General Counsel; and
Any office responsible for supplemental review.

Contract Restrictions

The University of North Georgia is an entity of the Board of Regents of the University System of Georgia. The correct legal name of ǧ�Ĺ�AV is "Board of Regents of the University System of Georgia by and on behalf of University of North Georgia." This is the name that should appear on all ǧ�Ĺ�AV legal documents. Because ǧ�Ĺ�AV is a state university we are statutorily prohibited from agreeing too many standard clauses typically found in commercial contracts or contracts with private universities. The following provisions are some of the most common provisions that we must strike when negotiating an agreement or contract.

Duties of the Office of General Counsel

The Office of General Counsel reviews a Contract for:

The presence of essential elements to a legally valid contract;
The absence of (contractual terms that are legally prohibited);
Potential conflicts and ethics issues;
Compliance concerns; and
Whether the business terms accurately reflect the agreement or intent of the Responsible University Office.

Duties of Procurement's Contract Manager

Contract management is an integral part of the purchasing function and contract development often begins with the creation of a solicitation for requisition or offering to pay via Pcard. All contracts, agreements, or terms and conditions for the procurement of goods and services are to be reviewed by the Purchasing Department.

The Purchasing Department's primary responsibility is to help staff and faculty obtain the goods and services needed to support the university's academic mission. Purchasing is also responsible for managing, advising, and monitoring all procurement activities at the University of North Georgia and for reviewing all contracts associated with the procurement of these goods and services.

The Office of General Counsel will also review a procurement contract, agreement, or terms and conditions at the request of the Procurement Contract Manager.

For further information about Procurement, visit the Purchasing Department website.

Contract Initiation

University Contracts and transactions may be initiated in a variety of ways, but generally there are three (3) different Contract initiation areas in the University.

The purchase of all goods and services needed by the University community is managed by the Purchasing Department. For more information on the purchasing process, visit the University’s Division of Business and Finance Purchasing website. All purchases of goods and services must comply with Georgia law, BOR requirements, and Department of Administrative Services regulations, policies and procedures.
There are specific University offices that manage some specialized transactions. Areas of expertise are identified in the Contract Procedures. These offices should be contacted early in the contract development process, because the units have expertise and existing processes in place that could be helpful. More information in the Supplemental Review section of the Contract Review, Approval and Execution Procedure.
If a desired transaction is not handled by either Purchasing or a specific University office, the Office of General Counsel can provide assistance in developing an agreement for University projects.

Procurement of Hardware & Software

Due to the new data governance regulations, contracts for the procurement of hardware and software fall under a separate and unique procedure. The contract requires approval from Purchasing, Legal and IT.

List of Types of Contracts

While many types of contracts exist, below is a brief list of the types that may be used at the university. This is by no means an exhaustive list. If you do not find the type of contract you have questions about listed below, contact the Office of General Counsel.

Addendum: An Addendum is a document attached to and executed with the original Contract, making it a part of the original Contract from the start. It usually contains information or requirements of the parties that are not fully spelled out in the Contract. An Addendum should not be confused with an Amendment or Modification, which is a document that modifies an already signed Contract.
Affiliation Agreement: An Affiliation Agreement is a Contract between the University and another entity for purposes of establishing a relationship to provide an educational opportunity for students or share academic programs, personnel, and/or resources for a particular purpose. Affiliation Agreements are fundamental to the relationships the University has with many other entities. They may be entered into with other universities and colleges, federal agencies, state entities, school districts, non-profit organizations or other private companies/businesses, both domestic and international. The purpose of Affiliation Agreements is to memorialize each party’s rights and responsibilities with respect to the educational opportunity addressed in the agreement.
Amendment or Modification: An amendment is a modification made to the terms of an already accepted (signed) Contract. It is a formal written statement made to add information to, or change information in an existing Contract. When an Amendment is properly signed by representatives of each party to the original Contract, it will have the same legal power as, become a part of, or may, in part, supersede terms in, the original Contract.
Confidentiality Agreement: See Non-Disclosure Agreement.
Gift Agreement or Gift Memorandum of Understanding: A formal Contract documenting a charitable contribution to the university by a donor. The Contract will specify the gift, promise, commitment, and/or undertaking of a donor, and will set forth what restrictions, if any, are placed on the gift.
Independent Contractor Agreement: Independent Contractor Agreements (sometimes also known as a Professional Services Agreement) are used when contracting for services with an individual who offers services to the general public. It is important to determine an individual’s worker classification prior to the commencement of the services and to distinguish between those who will be considered independent contractors and those who will legally be considered an employee. If the University’s relationship with the individual satisfies the Internal Revenue Service’s and related common law standards for independent contractor status, the services may be contracted for using an Independent Contractor Agreement. University offices that engage individuals to provide services must submit the required worker classification documentation for determination of each contractor’s status before any services are performed or payment requests are processed. More information about worker classification and the appropriate documentation can be found at the Attach Link to HR Website.
Lease: A lease is a Contract by which an owner of real estate, facilities, or equipment conveys to another, the exclusive use of such asset for a specified amount of time in return for a specific amount of rent. The University commonly uses leases for the rental of office space and the rental of copying machines.
Letter Agreement: A Letter Agreement (or “Letter of Agreement”) is a type of Contract in the format of a letter. While a Letter Agreement may be shorter than other Contracts, it generally includes the same kinds of terms as a traditional Contract (e.g., description of the goods, services or purpose of the relationship, time of performance, financial terms, etc.). A Letter Agreement is legally no different than a traditional Contract; the two only differ in the format of the document itself. A Letter Agreement may be consummated by obtaining the countersignature of the receiving party in a single letter or through an exchange of letters between two parties, which together set forth and confirm the terms of the Contract.\
Letter of Intent: While a Letter Agreement is a legally binding Contract, a Letter of Intent, if drafted properly, is not binding. A Letter of Intent is used to summarize the general plan of a proposed transaction before a binding agreement is finalized. It is seen as an expression of interest on behalf of each party prior to reaching a final agreement.
License: A license is a Contract by which an owner gives permission to another to use something or to allow an activity that would otherwise be forbidden. A common License used by the University is a Software License: A software license is a type of License made by the owner of a computer program (“Licensor”) to another (“Licensee”) for the use of that computer program. A software License grants the Licensee the ability to use one or more copies of the software in ways that without such permission would be considered infringement. Another common License is a License for the Use of Space: A License for the Use of Space conveys a different set of rights than what is conveyed by a Lease.
Master (Services) Agreement: This is a Contract between the University and a Contractor that specifies most of the legal and business terms of the University’s purchase of a set of goods or services from that contractor. The Contract is designed to be used repeatedly for the procurement of goods or services over a period of time using the same legal and business terms. A separate “Statement of Work” may be executed for each order under the Master Services Agreement and would include the quantity/type of work as well as the pricing.
Memorandum of Understanding: A Memorandum of Understanding (sometimes known as an “MOU”) may or may not actually be a legally binding Contract. Similar to a letter of intent, an MOU may operate as a statement of intent that is used to set forth the basic and general principles and guidelines under which the parties involved will work together to accomplish a shared goal, but that does not involve the exchange of money or a reliance of one party on the actions of the other that could result in a loss if not performed. It is important to note, however, that if an MOU includes definite terms (such as the exchange of money or obligations) that meet the description of a “Contract,” it will be treated as a legally binding document no matter what it is called and must follow the review process.
Modification: See Amendment.
Non-Disclosure Agreement: A Non-Disclosure Agreement (sometimes also known as an “NDA” or Confidentiality Agreement) requires the parties to the agreement to keep certain information disclosed between them confidential. Such agreements are commonly used by parties in conjunction with other types of Contracts.
Purchase Order: A Purchase Order (sometimes known as a “PO”) is one of the simplest forms of a Contract. It is formed through the acts of offer and acceptance. The PO is a written authorization from the University requesting a Contractor to provide goods or services. It contains terms and conditions that will govern the purchase and acts as an offer from the University to purchase the requested items. When a PO is accepted by a Contractor, a Contract is created. Generally, a Contractor accepts the PO by delivering the requested items. Once received by the University, the Contractor can expect payment by the University in return for the delivered items.
Statement of Work: A Statement of Work is a formal document that details the work, deliverables, locations, timelines, pricing, and other requirements of a contractor in performing specific work. In most cases, a statement of work is accompanied by a separate (master) agreement or other governing document that contains the legal terms as well as other business terms that will govern the transaction. A statement of work should not be confused with a Scope of Work which is only a description of work to be done without timelines, pricing, or other details of a statement of work.

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