V. Contract Review with the Office of General Counsel (Contracts that Do Not Begin with P2P or Other Offices)

NOTE: Only if a contract is NOT handled by the P2P Department or NOT otherwise managed or initiated through any of the specific university offices discussed in Section IV, should the contract be reviewed under the Office of General Counsel process.

If you have a contract or transaction that you are uncertain as to how it should be handled, please contact either the P2P Department at
p2pgwu [dot] edu or OGC at contractsgwu [dot] edu, for guidance.

Step-By-Step Instructions:
Contract Review and Approval with the Office of General Counsel
 

Overview

Contracts not handled by P2P and not managed through another specific university office as set forth in Section V of this Guide, are handled through the Office of General Counsel (“OGC”) contract review process. OGC drafts, reviews, negotiates legal terms, and approves as to the legal sufficiency of 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.

This Section V provides detailed step-by-step instructions on the contract review process for contracts handled by OGC. The process can be broken into the four main parts, as shown in the below Table 3: “Contracts Review Process Overview."

Table 3. OGC Contracts Review Process Overview
Review and Comment	School/Division Review of the Contract Collateral Review for specialized transactions OGC Review
Negotiation	Negotiation of Terms of the Contract with Outside Party
Final Approval and Signature	Obtain the Outside Party's Signature on the Contract Prepare the Contract and Routing/Tracking Sheet Route the Contract for Signature
Contract Retention and Monitoring	End User Office Retains the University's Copy End User Office Monitors the Obligations Under the Contract

Review and Comment

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 end user office itself is required to review the contract carefully and make certain that it includes the business or programmatic terms the end user office is expecting.

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

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Note that 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 end user office may obtain that review with the other GW department before or simultaneously with OGC review as further described below.

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After the end user office, the finance director and the dean or head of the division have completed their review, the contract may be forwarded to OGC for legal review, and any other reviewing departments, for their review. OGC will provide edits and comments to the contract, and return the faculty or staff member and/or the finance director for feedback. (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 internal to GW 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.

1. School/Division Review of the Contract

School/Division review of the contract includes review of the business terms of the contract by the faculty or staff member of the end user office involved in the proposed relationship or transaction, as well as by the finance director review of any financial terms.

Additionally, the dean of the school, vice president and/or other appropriate head of the responsible office must also be notified of the proposed contract at this time, to confirm their  support to move forward with the proposed relationship or transaction.

It is important that the faculty or staff member of the end user 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.

Things to be Considered by End User Office when Reviewing a Contract:

• Is it in the best interest of the university to enter into the contract?
• Does the contract meet the university’s mission and programmatic goals?
• Does the contract make business sense?
• Has the dean/vice president/head of office reviewed the contract and/or its purpose and approved the commitment?
• Has the finance director reviewed the contract and approved the financial and/or business commitment?
• Are the business and financial terms correct?
• Is the description of services (if any) correct?
• Does the contract raise any IT implications, including but not limited to integrations,data security, and network or system compatibility?
• Does the contract involve a product or digital service with a user interface that must be accessible to individuals with disabilities?
• Does the contract involve accessing or processing personal information or other regulated and/or restricted data?
• Is the term (start and end date; duration) correct?
• Are the obligations of the university under the terms of the contract understood, and are they correct?
• Are the obligations of the other party set forth correct?

2. Collateral Review of the Contract

Some contracts require supplemental review by additional university offices. These reviewing offices will provide you with important subject matter expertise, feedback, perspective and guidance. It is best to involve them as early as possible– to leverage their input in a timely manner. The following is a list of types of contracts and the offices responsible for the collateral review. Please read in order to determine if your contract needs to have any of these reviews and approvals. OGC can help coordinate collateral review by these offices if necessary.

Common Collateral Reviews
International Contracts	Office of International Programs (“OIP”). Contracts that are with another party that is located outside of the United States as well as commitments involving students, faculty or staff going abroad should be forwarded directly by the end user office to OIP for review. OIP review must take place prior to sending to OGC for review. For information about translation of contracts, see Section VIII. Contract Basics: FAQs oipgwu [dot] edu (oip[at]gwu[dot]edu)  202-994-0470 Tax Department. There can be tax issues related to contracts with international individuals or companies. The Tax Department must be consulted to determine the tax issues and proper tax treatment for such transactions. taxgwu [dot] edu (tax[at]gwu[dot]edu) Note: For hiring of international employees, Human Resources Management  & Development and the International Services Office should be consulted.
Insurance, Indemnifications, Liability Clauses and/ or Waivers of Risk	Risk Management. Indemnification and insurance obligations are often included in contracts. Risk Management is included in the review process to assess the risk and potential liabilities of a transaction. Indemnifications allow the parties to allocate the amount of risk it is willing to undertake in a transaction with the other party and protects parties from damages and lawsuits that should reasonably be borne by the other party. These provisions are generally required of vendors and service providers who contract with GW because their good or services could result in bodily injury, data incidents or property damage and thus expose the university to loss. If a contract has indemnification and insurance requirements, it should be forwarded to Risk Management for review. Other risk management issues will be reviewed in coordination with OGC. riskgwu [dot] edu (risk[at]gwu[dot]edu)   202-994-3265
Use and Processing of Personal  Information or Other Privacy Concerns	Privacy Office. If the contract involves personal information (regulated and/or restricted data) processing (collection, use, transmission and storage) the Privacy Office must review the contract. The Contract Review Information Questionnaire, should be filled out and submitted with request to review contracts involving the sharing and processing of personal information. Requests for review can be made directly to the privacygwu [dot] edu (Privacy Office ).
Digital Technologies Delivering Content	Digital Accessibility. If your contract is related to purchase of digital content, covers a service or capability to develop digital content or is an application or capability to display or deliver digital content to users through websites, web applications, installed computer application, mobile applications or content based applications and services, the end user office is responsible for assuring content is equally accessible to individuals with disabilities. The university has committed to making all digital and web-based content accessible to all by employing principals of universal design and striving to conform to Web Content Accessibility Guidelines (WCAG) 2.1, Level AA. Currently, digital accessibility is overseen by the university’s Digital Accessibility Committee. More information can be found on the Accessibility at GW website. Questions can be sent through the Accessibility Feedback Form and consulting with the appropriate office.
Purchase of IT Products and Services	GW Information Technology (GW IT). Purchases of IT products or services, or products that involve the processing of non-public or personal data (i.e, collection, use, transmission and storage), require that GW IT perform an IT Security Risk Assessment. The Assessment evaluates whether the product or service is compatible with university systems and align with GW IT’s cybersecurity risk requirements. Questions regarding the assessment form should be referred to appsecgwu [dot] edu (appsec[at]gwu[dot]edu).
Third Party Use of GW Name and Trademark	Business Services. The George Washington University requires all individuals, groups, departments and organizations to submit their artwork for approval before using the university trademarks for merchandise. As well, external entities are required to obtain prior written permission from the university prior to use of the university's name trademarks. Please review the Trademark Guidelines or contact the Licensing and Trademarks Program for assistance. ltpgwu [dot] edu (ltp[at]gwu[dot]edu)
Relationships and Transactions where GW is paid	If the terms of a contract provide that your department or school will conduct any activity unrelated to the university’s exempt purpose of education and research, and will be paid for such activity, please consult the Tax Department. More information about Unrelated Business Income Tax can be found on the tax department website .   taxgwu [dot] edu (tax[at]gwu[dot]edu)  571-553-8313

3. OGC Review of the Contract

The Office of General Counsel reviews a contract to not only confirm that the contract is consistent with the law, but also to ensure that important legal terms that protect the university are included. Additionally, OGC can assist in identifying any unusual, burdensome or unanticipated risks, make certain that obligations and contract terms are clearly stated, and assist the end user office in making certain that the contract has been reviewed by all necessary GW reviewing parties.

How to send a contract to OGC for review:

(Not the process for contracts handled by P2P or other university offices)

Send an electronic version of the contract (preferably a word document, but otherwise a PDF) along with a message that includes details concerning the proposed contract as described below to contractsgwu [dot] edu (contracts[at]gwu[dot]edu). This email account is monitored by attorneys in OGC.

The e-mail should include information such as:

• A description of the subject/purpose of the contract.
• Name and any relevant information about the other party.
• The term of the contract.
• Financial terms (if any).
• Names of other offices or persons that have already reviewed the contract, if any. (For example, Risk Management or Office of International Programs).
• Any other information that may be useful for OGC to know.

If there is a preference for a specific attorney to review a contract, please identify that attorney in the e-mail and OGC will do their best to assign the contract to that attorney. The assignment, however, will be subject to the attorney’s availability and current work load.

OGC Review Turn-Around Time. 

OGC strives to conduct reviews on a timely basis. However, when initiating a contract for review, whenever possible, please provide a reasonable period of time for such review. Generally, this period of time could be up to one week. Depending on the complexity of the contract and other factors, however, the review process may take more than a week to complete.

Rush Review

Please provide sufficient time for contract review. It is understood that from time-to-time, circumstances may result in needing a quicker than usual turn-around. If the contract is a rush (needs to be turned around in 24-48 hours or less), please put that information clearly at the top or in the subject line of the e-mail and provide the justification/reason why.

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

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 that the university does not agree with, the contract must be negotiated.

Negotiation most easily occurs when the contract reflecting the difference of opinion by either edits or comments, is emailed between the two parties. In many cases where the issue is with a business term, it is preferable to have the business people on both sides reach a mutually acceptable agreement without involvement of attorneys. Therefore, it is often the responsibility of the end user office to communicate directly with their counterpart to share the university’s comments and edits to the contract, and manage the negotiation of the terms of the  contract.

However, if counsel for the other party is involved in the communications, OGC (and other interested reviewers, as appropriate) should also participate in the negotiations. Step 4 below provides general guidelines for negotiation.

4. Negotiation of Terms of the Contract with Contractor

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

• The end user 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.
• 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.
• The end user 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 to 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.

Final Approval and Signature

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 should have already been reviewed by the appropriate GW reviewing parties, having been involved through the Review and Comment process (Steps 1 through 3 under “Review and Comment”), and negotiated with the other party, so the final review and approval process for signature should be straightforward and trouble-free. During the Review and Comment phase, any recommended changes will have been made (reviewed again as needed) and agreed upon, 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 seen, reviewed and approved.

5. Obtain the Other Party's Signature on the Contract

• Have the other party sign the contract and return it to the end user office for routing to the appropriate university signatory for execution. Be sure, to send a fully executed copy of the contract back to the other party.
• 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 end user office.

6. Prepare the Contract for Approval Signature Process

Contact your Finance Director or office administrator 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 outlines the information important to obtain final approvals.

Description

1. GW School/Division and Department information (initiator, owner/originator, dept. contact)t
2. Other/Third party's name
3. Title/Name of the contract
4. Type of Agreement (new, renewal, amendment, other, etc.)
5. Term of contract (duration; start & end date)
6. Financial information (estimated cost & estimated revenue; funding source/type)
7. Purpose/Description of the contract (include important business terms
8. Names and titles of relevant reviewing parties:

Finance Director: School or Division finance directors must review and sign-off on the contract.

Head of School/Division:  This is most often the person holding the most senior position in your School or Division (often a dean, vice president, or vice provost).

Secondary School/Division Head: If the subject of the contract is of interest to more than one School or Division, include its head of school/division

Collateral Review Participants: Include any collateral reviewers, as necessary. For a list of those involved in collateral reviews see Section V of this Guide, “Review and Comment” and “Collateral Review of the Contract".

Office of the General Counsel: The individual attorney who reviewed the contract.

Appropriate Signatory: This will be the individual in position with the appropriate authority to sign the contract. Most often this is the Provost, Chief Administration Office, Vice President, Chief Financial Officer and Treasurer, Dean of School/College, Vice Provost, or Vice President of Division.

Other Information

      9.    Any additional action required should be described (such as: notary required, if more than one original signed copy is needed indicate how many, etc.).

     10.   Return instructions: Name and contact information of the person from the originating department to notify when originals are signed and ready for pickup.

      11.   If the contract is an independent contractor agreement with an individual for services, the worker classification form (for U.S. based work) or international engagement request form (for foreign based work) must also be included.

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

7. Route the Contract for Signature

Most contracts reviewed under the OGC review process, are routed for final review and signature using the GW Agreements Approval Routing tool found in TeamSite. Contact your Finance Director regarding use of the routing tool in TeamSite. It is, however, also acceptable to request final review and sign-off on a routing/tracking sheet through email.

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 included with this Guide as Appendix C. It should start with approvals from within the school or division, next should be the collateral 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 Provost, Chief Administration Officer, Vice President, Chief Financial Officer and Treasurer, Dean of School/College, Vice Provost, or Vice President of Division).

Note:  The appropriate signatory will not sign the contract if a routing/tracking sheet or other evidence of required reviews and approvals by collateral reviewers and the Office of General Counsel are not included with the request to execute the contract.

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).

Contract Retention and Monitoring

Responsibilities do not end after a contract is fully executed by the parties. The end user office has the obligation to make certain a fully signed copy of the agreement in retained on file, and administer the performance of the contract.

8. Responsible University Office Retains the University's Copy

The end user office is the official record keeper of the contract (not OGC) and must be certain to save a copy of the contract in the appropriate repository or document management system for their office.

NOTE: OGC may keep draft copies of the contracts it reviews, but it does not necessarily retain final fully executed copies. OGC does not serve as a repository for keeping copies of the university’s executed contracts, so it should not be expected to hold copies of executed contracts.

• Contract Original. The end user office is the official custodian of the final executed copy of the contract, which should be retained in accordance with the University Records Management Policy .
• Copy of Contract.  The end user office must be able to provide a copy of a fully executed contract upon request by internal or external auditors, or by other GW offices such as the Office of the Controller and OGC.
• Contract Log. It is recommended that end user offices, in addition to saving their contracts in the appropriate repository, also keep a log or other record of their contracts. The log 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 to contracts should also be monitored, with reference to the original contract it modifies.

9. End User Office Monitors the Obligations under the Contract

The end user 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 calendar 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.)