The University Policy Manual

Section 1: General

This policy defines the general parameters through which a University contract might be created, the necessary administrative review process and designates who, within the University, is authorized to sign contracts on behalf of UNCG, its employees, or agents.

Section 2: University Contract Defined

For the purposes of this policy, a "University contract" is defined as an agreement between two (2) or more parties, one of which is the University or any of its subunits, intended to have legal effect. There must be a common understanding among the parties as to the essential terms, there must be mutual obligations, and there must be "legal considerations," meaning that something of value is exchanged. The term "University contract," as defined in this policy, does not include agreements between different units within the University of North Carolina at Greensboro. Examples of University contracts include: agreements for the purchase or rental of goods or services; nondisclosure agreements; agreements that set terms for acceptance for gifts; a sale, lease, or donation of University goods or services; liability waivers; settlement of disputes; licenses; student or faculty exchange agreements; memoranda/letters of understanding or cooperation; contracts with hotels, convention centers or other facilities which require a written agreement; instructional agreements; assignment of the right of a person, group, or agency to use the University's name, logo or resources; etc. The above list is not all-inclusive. Some contracts may be oral; others must be written to be enforceable. An agreement may be a binding contract even though one party provides something of value to the other party at no charge. There must be a University interest at stake. While acting in the scope of your employment, if you are entering into an agreement which requires legal considerations, it is best to presume that you are negotiating a "University contract." In general, agreements are not University contracts if they are entered into solely on behalf of a foundation (including those affiliated with the University), a student organization, or purely private interests.

Section 3: Administrative Review

Persons wishing to enter into contract negotiations such as those described above, must have the cooperation and approval of any unit which may be directly or indirectly implicated in performance of the contract (i.e., financial considerations, telecommunications considerations, space considerations, etc.). All University contracts prior to the execution thereof shall be approved as to legal form and validity by the University Counsel. Such approval is to be endorsed in writing on the contract, provided that such approval and endorsement shall not be required with respect to individual contracts or extensions or renewals thereof if the form has prior approval by the University Counsel as a standard and contains no substantive changes or additions other than those pertaining solely to the description of the project, the amount involved, and the term of the contract or extension. More specifically, the party initiating the contract for the University is responsible for reading the contract entirely and determining that: the contract language accurately reflects the current state of negotiations; the contract meets programmatic and University mission requirements; the contract is in the best interests of the University; (s)he can ensure compliance with the obligations it places on the University; and the contract is sufficiently clear and consistent. After being satisfied with the form and content of the contract, the initiating employee must submit the contract to the Office of the University Counsel for administrative review. The North Carolina State Attorney General's Office has issued instructions mandating that certain "prohibited clauses" may not be included in any contracts into which a state agency enters. The Office of the University Counsel will review each contract to ensure that: it does not contain any of the prohibited clauses; it is consistent with federal and/or state laws; it is consistent with UNCG rules and regulations; risk management concerns have been reasonably addressed; and it is consistent with any predecessor documents. The Office of the University Counsel shall determine what other institutional reviews are necessary prior to submission of the contract for signature and will coordinate obtaining the appropriate reviews.

Section 4: Authorizing Signatures

Authority for contract negotiations and signature approval should include persons in whose department lies the responsibility for performance of any part of the agreement. As a general rule, only the Chancellor, the Provost, and certain Vice Chancellors have the authority to contract for the University. Anyone else who enters into a contract that purports to bind the University or its subunits is acting without authority and could be held personally liable for the contract. In general, the Vice Chancellor for Business Affairs signs all University contracts except those for sponsored programs, EPA appointments outside of the Division of Business Affairs, and donor agreements: the Associate Provost for Research and Sponsored Programs has authority to sign contracts for sponsored programs, and the Provost and Vice Chancellors have authority to sign EPA appointment letters. The Vice Chancellor for University Advancement has authority for agreements relating to gifts and bequests. These administrators have delegated certain parts of their signatory authority to specified individuals. If the signature authority to enter into contracts on behalf of the University is passed beyond the level of the Dean or Director, it must be done in writing and with the approval of the appropriate Vice Chancellor or Provost. Small purchases (up to $2500) may be done by departments without going to a Vice Chancellor (or designee) for approval, as long as there is no formal purchase order or written contract or agreement involved. Purchases between $2500 and $35,000 are normally executed through a purchase order issued from the NC State Purchasing Department. Bids are sought and standard Terms & Conditions are used in lieu of obtaining a Vice Chancellor's signature. Questions relative to contract and purchasing procedures should be directed to Ms. Elaine Ayers, Director of Purchasing; or you may visit the North Carolina State Purchasing Department website.