OGC drafts, reviews, and approves as to legal sufficiency, the terms and conditions of many of the contracts entered into by the university.   As a part of its review, OGC focuses on the aspects of each contract that may be unfavorable for the university from a legal standpoint.

Detailed step-by-step instructions on the contract review process for contracts handled by OGC are provided in this Section.  The process can be broken into the four main parts, as shown in the below Table 3: “Contracts Review Process Overview.”

NOTE:  ALL contracts must be submitted for review and comment BEFORE being routed for signature.

Before a contract is submitted to OGC for review, the responsible university office is required to review the contract carefully and make certain that it includes the terms the parties agreed upon.  

Additionally, the finance director (of the school or division) should review the financial and business terms of the contract, before it is submitted to OGC for review. Finally, approval of the proposed relationship or activity that is the subject of the contract must be provided by the dean or head of the division. (See Step 1 “School/Division Review of the Contract”). 

Some contracts will also require review by other GW departments depending on the subject matter (see Step 2 “Collateral Review of the Contract”).  If such collateral review is required, the responsible university office may obtain that review before or simultaneously with OGC review as further described below.

After the responsible university office, the finance director and the dean or head of the division have completed their review, the contract may be forwarded to OGC, and any other reviewing departments, for review.  OGC will review the contract and provide changes and comments to the contract to the faculty or staff member and/or the finance director. (See Step 3 “OGC Review of the Contract”).

Note:  The contract, while under review, should not be shared with the other party until all of the reviews described in this section have been completed.

Also note that the “contract review process” is generally the same whether the contract comes from a party outside of the university or is created by the university.

School/Division review of the contract includes review of the contract by the faculty or staff member of the responsible university office involved in the proposed relationship or transaction, as well as by the finance director of the school or division.

Additionally, the dean of the school, vice president and/or other appropriate head of the responsible office should be made aware of the proposed contract at this time and given the opportunity to review and approve the contract so that his or her support is secured. 

It is important that the faculty or staff member of the responsible university office, who is managing the proposed relationship or transaction, read the contract in its entirety and determine that the contract language accurately reflects the expectations of that office and the university.  

This school/division review must take place before the contract is forwarded to OGC or to any other GW party for review.

Some contracts require supplemental review by additional university offices.  The following is a list of types of contracts and the offices responsible for the collateral review.  OGC can help coordinate collateral review by these departments.

The Office of General Counsel reviews a contract to:

• Confirm that the contract is consistent with the law;

• Ensure that important legal terms that protect the university are included;

• Identify any unusual, burdensome or unanticipated risks;

• Make certain that obligations are clearly stated; and

• Assist the responsible university office in making certain that the contract has been reviewed by all necessary GW reviewing parties.

After all the comments, questions, and requested changes of the university have been compiled and addressed, as appropriate, the contract is ready to be returned to the other party to begin negotiations.

Negotiation is defined as a dialogue between two or more parties, intended to reach an understanding and to resolve points of difference.  If the other party disagrees with the university’s requested changes or has requested changes of its own, the contract must be negotiated. 

Negotiation most easily occurs when the contract is emailed between the two parties.  In many cases, it is preferable to have the business people on both sides reach a mutually acceptable agreement without the involvement of attorneys.  Therefore, it is usually the responsibility of the responsible university office to negotiate the requested changes to the terms of the contract with the other party to reach agreement regarding the final terms of the contract.  (See discussion below, however, if counsel for the other party is involved.)  OGC (and other interested reviewers, as appropriate) should be consulted during the negotiation between the parties responsible, as needed.  Step 4 below provides general guidelines for negotiation.

All changes and comments to a contract made by the university must be forwarded to the other party for its review and comment.

• The responsible university office forwards the contract to the other party for its review and informs OGC and other GW reviewing offices, as applicable, of the outcome of that review.

1. If the other party provides changes and/or comments to the contract, the contract must be re-submitted for review to all GW reviewing offices.
2. The responsible university office is responsible for sending the contract to the other party with the university’s requested changes and then re-submitting it for additional reviews by GW reviewing offices, as necessary.

• If the other party involves an attorney in the negotiations, then OGC will negotiate directly with the other party’s attorney.  In those cases, OGC will settle legal terms of a contract in discussions with the other attorney. 
• This review exchange between the university and the other party continues until all terms are acceptable to both the university and the other party.
• Once accepted by both the university and the other party, the contract is ready for final approval and signature by the authorized signatory.

Once there is a version of the contract that both the university and the other party have accepted as final, the contract may be routed for final approval and signature.  By this point, the contract has already been sent for review and been approved by the appropriate GW reviewing parties (Steps 1 through 3 under “Review and Comment”).  Any recommended changes will have been made (and reviewed again as needed), so that when the contract is routed for final approval and signature, those providing their approval will only need to verify that the contract being routed is the one they have already reviewed and approved.

• Have the other party sign the contract and return it to the responsible university office for routing within the university for signing.
• If the university signed the contract first (and the other party signs second), be sure to have the other party return one fully signed copy to the responsible university office.

Contact your Finance Director for assistance with this final approval process. To help you prepare to gain the assistance you need most efficiently, below find a table highlighting important information about approvals.

As further discussed under Section VII, Signature Authority, a contract entered into on behalf of the university may only be signed by an individual who has been delegated signature authority. Please review Section VII, if you are uncertain of the proper signatory, contact your Finance Director or the Office of General Counsel.

The following table outlines the information important to obtain final approvals.

Make sure the final approved version of the contract is sent for signature (and not an earlier draft version).

Most contracts are routed for final review and signature in paper format.  It is, however, acceptable to request final review and sign-off on a routing/tracking sheet by email. Additionally, this process is being automated; contact your Finance Director to clarify the appropriate process in your organization.

In general, the order a contract is routed for final review and sign-off should follow the list set forth on the routing/tracking sheet. Do not create your own signature routing sheet; use the template that Finance Directors have.  It should start within the school or division, be sent to all other GW reviewing offices, and end with the final signatory.    

1. Finance Director and head of the school or division;
2. Secondary schools or division heads, if applicable;
3. Collateral reviewers, if applicable;
4. The Office of General Counsel attorney;
5. The appropriate signatory (usually the Executive Vice President and Treasurer, the Provost, Vice President or Dean).

Note:  The appropriate signatory will not sign the contract if a routing/tracking sheet is not included with the contract or the Office of General Counsel or other relevant offices have not yet signed-off on the routing/tracking sheet.

Remember: Be sure to provide a fully signed copy to the other party after the appropriate signatory of the university has also signed (and vice versa).

Responsibilities do not end after a contract is fully executed by the parties.  The responsible university office has the obligation to hold on to a fully signed copy of the agreement and oversee the performance of the contract.

The responsible university office is the official record keeper of the contract (not OGC).  OGC makes an effort to keep draft copies of the contracts it reviews but is not responsible for keeping copies of executed contracts.

• Contract Original.  The responsible university office is the official custodian of the original contract, which should be retained in accordance with the University Records Management Policy.    
• Copy of Contract.  The responsible university office must be able to provide a fully executed copy of a contract upon request by internal or external auditors, or by other GW offices such as the Office of the Comptroller, and OGC. 
• Contract Log.  The responsible office or the finance director of the school or division should work with the school or division to develop a system of management or other organization of all the contracts it holds, such as a log or other record keeping method.  It should include information such as the other party’s name, contract start date, and contract expiration date, and other information useful for proper monitoring of the university’s obligations or expectations (see Step 9).  Addendums and amendments should also be monitored with reference to their respective contract.

The responsible university office has the obligation to oversee the performance of the contract and monitor the university’s compliance with the terms of the contract.  If necessary, it may be helpful to set up a reminder system to effectively manage contract terms, including but not limited to the following:

• Service deadlines/delivery of goods
• Payment dates
• Termination date/option to renew
• Other obligations (reporting requirements, etc.)

Procurement and Travel Services

202-994-2500 or procuregwu [dot] edu (Email)

Office of the Senior Vice President and General Counsel

202-994-6503

Contracts: contractsgwu [dot] edu (contracts[at]gwu[dot]edu)

Other: gwlegalgwu [dot] edu (gwlegal[at]gwu[dot]edu)