Contracts

A University contract is any written agreement that creates a University obligation, whether or not titled as a contract or an agreement. Contracts include, but are not limited to, academic agreements, services agreements, purchase orders, letter agreements, consulting or performance agreements, releases or waivers, licenses, memoranda of understanding or agreement, and real property related transactional documents. An agreement may be a binding contract even though one party provides something of value to the other party at no charge (e.g., a deed of gift to the University); thus, the University may have an interest even when there is no financial transaction.

Yes. The University’s Contract Review and Approval Policy establishes the protocol that members of the University must follow before entering into contracts that are intended to be binding upon the University. In accordance with such Policy, the University will only be bound by written contracts to which the University is a party, that have been reviewed and approved in accordance with such Policy, and that have been executed by University officials who hold documented signature authority. The University’s Contract Review and Approval Procedure should be reviewed in conjunction with the Contract Review and Approval Policy.

First, you should determine whether a General Counsel form contract exists by reviewing the General Counsel forms. (A MyArcadia log in required to access General Counsel forms.) The Office of General Counsel (OGC) recommends using form contracts whenever possible in order to provide a cost savings to the University and to ensure that contracts contain terms acceptable to the University. If an applicable General Counsel form contract does not exist, you may alternatively request a separate contract form from the Office of General Counsel or send a proposed contract form obtained from the vendor or third party to the OGC for review.

Contracts should be submitted via email to ogc-contracts@arcadia.edu. Please include any background information that you feel will be helpful during the review process. If the contract references or incorporates any documents (e.g., terms and conditions located on a vendor or third party’s website, attachments, or exhibits), please include such documents. The review process may be delayed if supporting documents are missing.

The OGC reviews each contract, focusing on the aspects of each agreement that may be unfavorable for the University from a legal standpoint. Examples of provisions that OGC often seeks to modify or delete include those that call for the automatic renewal of an agreement or those that do not allow the University to terminate the agreement under any circumstances. After OGC reviews a contract, we return it to the requesting department with our edits, if any. It is then up to the department to negotiate the terms of the contract in consultation with OGC and to reach an agreement regarding the final terms of the contract.

The expected time frame for OGC review and approval will vary based on the breadth and scope of the contract submitted. In accordance with the University’s Contract Review and Approval Procedure, the turnaround time for contract review and approval is three to four weeks.

The contract review and approval process is mandatory and applies to all contractual agreements that obligate the University. If you wish to expedite the process, consider contacting th OGC in advance of when the contract will be signed to go over any questions or issues or consider using the General Counsel’s preferred forms available on the General Counsel Forms page. Use of these forms will allow for speedier review and approval by the OGC.

If the OGC has edits to a proposed contract, the requesting department may choose to present such edits to the vendor or third party itself or to alternatively have OGC contact the vendor or third party’s legal department. Once the parties have decided on the final terms of a contract, OGC ordinarily reviews the contract once more and, assuming the contract is legally acceptable, forwards it to the appropriate University official for signature.

In accordance with the University’s Contract Review and Approval Procedure, University contracts involving the purchase of goods or services must be submitted to Purchasing prior to being submitted to the OGC for review and approval. A Purchase Requisition Form must accompany such contracts when submitted to Purchasing.

Like contracts, all terms and conditions must be submitted to the OGC for review and approval. This is true regardless of whether the terms and conditions require a signature.

A contract is a legally binding agreement between two or more parties. University contracts are written and are usually negotiated in an attempt to reach a position acceptable to all parties. By contrast, terms and conditions, while also a legally binding agreement between two or more parties, are usually non-negotiable and must be accepted without opportunity for negotiation between the parties. Terms and conditions must also be presented to the OGC for review. There have been instances where we have been successful in renegotiating unfavorable terms. 

A Memorandum of Understanding is also known as an “MOU”. MOU’s are generally used to document a relationship of goodwill between the parties to the MOU. MOUs are generally not legally binding. However, a MOU may carry the same obligations as a contract and may be legally binding if it satisfies all of the elements of a contract so it is important that it be presented to the OGC for review.

In accordance with the University’s Contract Review and Approval Policy, any University contract, regardless of dollar amount, must be reviewed and approved in writing by the OGC prior to execution by University personnel. In addition, any amendment or revision to an existing University contract must be reviewed and approved in writing by the OGC.

Contracts executed prior to the adoption of the University’s Contract Review and Approval Policy will remain legally binding until their expiration. Such contracts should be forwarded to the OGC for recordkeeping purposes. If extension or renewal of the contract is desired upon expiration, such action must be reviewed and approved in accordance with the Contract Review and Approval Policy and executed by University officials who hold documented signature authority.

Yes. The University’s Contract Review and Approval Policy applies to all contracts that are intended to be binding upon the University. Because the Policy requires that all University contracts be in writing, those contracts previously agreed to orally must be put in writing and submitted for review and approval.

Not unless there are changes to the form. Form contracts with no changes should be sent to the vendor or third party for signature prior to OGC review and approval. Once the form contract has been signed by the vendor or third party, it should then be submitted to the OGC for review and approval. If there are changes to the form, the OGC must approve them prior to the document being sent to the vendor for signature. 

The University Contract Signing Authority Policy describes the officers and members of the University community who are authorized to sign contracts on behalf of the University. In accordance with such Policy, no officer or member of the University community has the authority to sign contracts on behalf of the University or any program, department or division thereof in the absence of formal, written delegation of authority. If you have a question regarding who holds signature authority for a particular contract, please contact the OGC. If you have questions about signing a contract electronically, please see the University's Electronic Signature Statement.

In accordance with the University’s Contract Signing Authority Policy, contracts signed by officers or members of the University community without documented signature authority may be deemed void. Furthermore, individuals in such circumstances may be personally liable for the obligations assumed under such contracts and are subject to disciplinary action up to and including termination of employment. If a contract is signed by an individual without documented signature authority, contact the OGC as soon as possible to discuss the appropriate remedial steps.

The University must assess third-party vendor systems carefully to ensure that they comply with our data security and privacy standards. The Information Technology Department developed a Vendor Risk Assessment Form (VRAF) for this purpose.  

The VRAF will help departments gather relevant information about prospective vendors early in the contract review and approval process. This avoids the typical delays when requesting risk assessment at the end of the contract review or onboarding process. The Vendor Risk Assessment can help assess, early in the process, if there are any concerns with a prospective vendor’s data security and privacy protocols. This allows departments to make an alternate and safer choice earlier in the purchasing process if necessary and ultimately secure a better fit for the University.

If the vendor will have access to University data (such as personal information of students or employees), or when a contract will require the acquisition or implementation of hardware or software, the VRAF has to be submitted and the vendor will have to complete a Higher Education Community Vendor Assessment Toolkit (HECVAT). At the conclusion of the Vendor Risk Assessment process, Information Technology will provide a Vendor Risk Assessment Findings Report that will provide information to help the requesting department to make an informed decision regarding whether to proceed with engaging a vendor, product, or service.

Upon receipt of this Vendor Risk Assessment, it is the responsibility of the requesting department to contact both the Office of General Counsel and Purchasing to begin the Contract Review and Approval Procedure. If the Vendor Risk Assessment recommends that the IT Data Security addendum or a GDPR agreement or both be signed in connection with the underlying agreement, provide these forms to the vendor as soon as possible to expedite the review process.. 

Information Technology has resources to help guide you through this process, including:

• Instructions for completing the Vendor Risk Assessment Form
• A sample completed Vendor Risk Assessment Form
• A sample completed Vendor Risk Assessment Findings Report
• A recorded presentation describing the Vendor Risk Assessment process 
• The slides that accompany the recorded presentation. As this is a time-consuming process, please remember to allocate time to ensure data security aspects are fully vetted.

Departments should not wait until the start of the semester to begin this process, which can take up to forty-five (45) days. Delay may impact your ability to use these services/applications on your intended timeline.

Please submit your question(s) via phone or email to the OGC:

• Matt Brown, 215-572-2926, ogc-contracts@arcadia.edu or brownm01@arcadia.edu