Contract Review and Approval Process with the Office of General Counsel
Overview of OGC Review Process
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".
|Review and Comment||
|Final Approval and Signature||
|Contract Retention and Monitoring||
Review and Comment
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.
1. School/Division Review of the Contract
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.
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
Things a Responsible University Office should Consider 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 monetary terms correct?
- Is the description of services (if any) 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?
- Does the contract raise any IT implications (integrations, data security, network or system compatibility?
- Does the contract involve a product or digital service with a user interface that must be accessible?
- Does the contract involve the sharing of regulated and/or restricted data?
- Is the term (start and end date; duration) correct?
2. Collateral Review of the Contract
Some contracts require supplemental review by additional, specific university offices. Reviewing departments will provide you with important subject matter expertise, feedback, perspective and guidance. Involve them early – 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 agreement needs to have any of these reviews and approvals. OGC can help coordinate collateral review by these departments.
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 responsible university office to OIP for review. OIP review must take place prior to sending to OGC for review.
202-994-0470For information about translation of contracts, see Section VIII. Contract Basics: FAQs
|Insurance, Indemnifications, Liability Clauses and/ or Waivers of Risk||
To set the context for these requirements, we provide a few notes on indemnification and insurance. Indemnification and insurance obligations are generally required of vendors and service providers who contract with GW because their good or services could result in bodily injury, or property damage and thus expose the university to loss.
GW has drafted and produced standard templates for the engagement and employment of vendors for products and services. In entering into any arrangement, the GW standard template MUST first be introduced to the vendor or party that GW is contracting with. Our standard indemnification language attempts to make vendors and service providers contractually responsible for loss which results from their activities. The types of insurance and limits required are tailored to the activity and the loss severity potential, not the value of the contract.
Under the following circumstances, a Risk Management review is not needed:
Sometimes a vendor may attempt to edit the terms of the standard GW template that has been presented or introduce their own standard template. Visit http://risk.gwu.edu for more information.
Under the following circumstances agreements must be reviewed by the Risk Management department:
If a contract has insurance requirements, it should be forwarded to Risk Management for review. Other risk management issues will be reviewed in coordination with OGC.
|Third Party Name and Logo Use||
External Relations: Office of Marketing and Creative Services.The George Washington University requires external entities to obtain prior written permission from External Relations, Marketing & Creative Services to use the university's trademarks and service marks. Please email [email protected] for approval.
Office of the University Registrar. If the contract involves the use of student information, please contact the Office of the University Registrar to discuss the proposed use.[email protected]
202-994-4900 (#6 to speak to someone)
|Online/Off-Campus Academic Agreements||
GW Libraries and Academic Innovation. If a contract contemplates recruiting and admitting students who will take courses from a location other than at a GW campus, please contact GW Libraries and Academic Innovation to ensure that the university is properly registered with the state education department.
|Purchase of IT Products and Services||
GW Information Technology (GW IT). If your office is seeking to purchase IT products or services, please consult GW IT to confirm that products or services will be compatible to university computer systems (such as single sign on) and meet appropriate GW IT related policies. GW IT can be contacted at [email protected].
Under the following circumstances, agreements/contracts must be reviewed by GW IT:
|Contracts with Data Processing||Office of Ethics, Compliance and Privacy (OECP). If the contract involves personal information (regulated and/or restricted data) processing (collection, storage, use and transmission), OECP must review the contract.|
|Contracts with Digital or Web Content||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 installed computer application, through mobile devices and mobile apps or through web based applications and services, the content owner 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 adhere to the Web Content Accessibility Guidelines (WCAG) version 2.1, Level AA. The contract owner should include an accessibility addendum with the contract and the vendor should be asked to provide a Voluntary Product Accessibility Template (VPAT) or other commensurate proof of meeting the WCAG standards. A non- compliant vendor may be required to remediate any nonconforming products or deliverables or replaced with a compliant vendor. Questions concerning digital accessibility can be directed to GW IT at [email protected] or the Office of the Senior Vice President and General Counsel (OGC) at [email protected].|
|Relationships and Transactions where GW will be paid||If the terms of a contract require your department or school to conduct any activity unrelated to the university’s exempt purpose of education and research, please consult the Tax Department. More information about Unrelated Business Income Tax can be found on the tax department website at https://taxdepartment.gwu.edu/unrelated-business-income-tax.
3. OGC Review of the Contract
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.
How to send a contract to OGC for review:
Send the contract attached to an email to [email protected]
An electronic version of the contract (preferably a word document, but otherwise a PDF) should be sent to [email protected]. 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 be more than a week.
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 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 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.
4. Negotiation of Terms of the Contract with Contractor
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.
- 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 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 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 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.
5. Obtain the Other Party's Signature on the Contract
- 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.
6. Prepare the Contract for Approval Signature Process
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 outlines the information important to obtain final approvals.
- GW School/Division and Department information (initiator, owner/originator, dept. contact)t
- Other/Third party's name
- Title/Name of the contract
- Type of Agreement (new, renewal, amendment, other, etc.)
- Term of contract (duration; start & end date)
- Financial information (estimated cost & estimated revenue; funding source/type)
- 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 VI of this Guide, “Review and Comment” and “Collateral Review of the Contract".
Office of the General Counsel: This will be the attorney who reviewed the contract.
Appropriate Signatory: This will be the person who holds the appropriate signature authority to sign the contract. Most often this is the Executive Vice President & Chief Financial Officer, Provost, Dean of School/College, Vice Provost, or Vice President of Division.
9. Any additional action required should be described (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.
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 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 has been 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.
- Finance Director and head of the school or division;
- Secondary schools or division heads, if applicable;
- Collateral reviewers, if applicable;
- The Office of General Counsel attorney;
- The appropriate signatory (usually the Executive Vice President & Chief Financial Officer, Provost, 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 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).
Contract Retention and Monitoring
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.
8. Responsible University Office Retains the University's Copy
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.
9. Responsible University Office Monitors the Obligations under the 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.)
- Forms & Guidelines
- Payment Methods
- Contract Process Guide
- I. Introduction
- II. University Contracts and Transactions
- III. The Purchasing of Goods and Services
- IV. Contracts Originating through Other Offices
- V. Contract Review and Approval Process
- VI. Step-By-Step Instructions
- VII. Signature Authority
- VIII. Contract Basics - FAQs
- IX. Common Types of Contract Documents
- X. Contact Information
- Appendix A - Competitive Exemptions List
- Appendix B - Signature Authority Table
- Appendix C - Form Routing/Tracking Sheet
- Procurement Manual
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