VIII. Contract Basics - FAQs

What is the purpose of this Guide?

This Guide is intended to inform the university community of the appropriate procedures for creating, reviewing, and signing university  contracts. The failure to follow this guidance may result in a contract binding the university that includes undesirable or unfavorable, terms. Once a contract is signed, the university’s options for addressing difficult or adverse terms in the contract are limited. Another unfavorable  result of failing to follow this guidance is if an individual without delegated authority signs a contract, that person could be held personally responsible for the obligations of that contract.

If you seek further information concerning the processing of contracts related to the purchase of goods and services, you should reach out to the Procure-to-Pay team and the Procurement Manual. If you need information concerning the processing of proposals and contract  documents related to sponsored projects, you should reach out to the GW Office of Sponsored Projects Administration.

What is a contract?

A “contract” is any agreement (whether in writing or oral) between the university (on behalf of any of its offices, divisions, schools,  departments, etc.) and one or more external parties (usually these are contractors of goods or services or entities with which the university seeks to affiliate for educational purposes) that is intended to create an obligation. There must be an exchange of something of value between the parties or an obligation to take some affirmative action, such as to pay money, perform services, or provide goods.
Occasionally, a contract obligates a party not to do something, such as not to disclose information.  A contract may also bind a party even if the party is receiving something of value at no charge, such as a license, data use agreement or a release from liability.

A document need not be called a “contract” to be considered a legally binding instrument. Other than the term “contract,” a legally binding document may be called an “agreement,” “terms and conditions,” “purchase order,” “letter agreement,” “subcontract,” “sub-award,” "”sub-grant,” “memorandum of understanding,” “letter of intent,” “letter of understanding,” or “waiver.” It is also possible that the document may not even have any of the above titles or designation.

For a list of common types of contracts, go to Section IX “Common Types of Contract Documents”,
which is the next section of this Guide.

Where do contracts come from?

Many contract documents originate from an outside party seeking a business relationship or affiliation with the university. In some cases, the university has a template created by OGC that is ready to be used for a specific kind of relationship or affiliation. Occasionally, when there is no form of agreement available by either party, a completely new contract needs to be created to fit a particular purpose. OGC will assist with drafting new contracts when needed.

Should a contract be in writing?

Yes, a contract should be in writing. A well-drafted contract will protect the university’s interest and reduce the possibility of  misunderstandings between the university and the other party. It can also manage expected costs and allocate risks. At a minimum, a contract should always contain the fundamental information necessary to understand the intentions of the parties. Such basic information includes the names of the parties, the responsibilities and obligations of each party, the duration of the contract, the terms of payment (if any), the procedures necessary to terminate, and signature lines for execution of the contract by authorized representatives of each of the parties.

Verbal Agreements: Can I just “shake on it”?

Verbal agreements (a statement of commitment by a university employee who has or appears to have authority to bind the institution) should be avoided. Although a verbal contract may in certain instances be valid and enforceable, a written contract should always be utilized  because it will help define expectations and prevent misunderstandings.

What about an agreement by Email Exchange?

Along the same lines, when engaging in e-mail communications regarding a proposed arrangement, individuals should be careful to avoid language that could be read as an immediate commitment.

Whether communicating orally or via email, university employees should be clear with the other party that the communications are only negotiations and any resulting agreement between the parties is dependent on the execution of a written contract that satisfies the  university’s contracting requirements.  

Can I sign a contract on behalf of the university? Who has authority to sign a
contract (or an agreement, memorandum of understanding or other document)
that will bind the university to obligations or commitments?

No employee of the university, including officers, faculty, and staff, is authorized to bind the university unless they have been delegated authority to do so. Such authorization must be and will be evidenced in a written delegation, most often in the form of a memorandum. Neither students nor student organizations have authority to bind the student organization or the university. In order to determine which individuals have authority to bind the university, please refer to the university's Signing of Contracts and Agreements Policy.

Appended to that Policy is are tables representing the university’s authorized signature delegations. Further information on signature authority can be found in this Guide under Section VII “Signature Authority”. Questions concerning the Policy and signature authority may be addressed to OGC.

Do “click-through” contracts need to be reviewed? How are they “clicked” by an authorized signatory of the university?

Yes, online click-through (or “click-wrap”) contracts should be properly reviewed prior to acceptance (being clicked). A click-through contract is a form of agreement mostly found on the internet, where the end-user manifests acceptance of the terms and conditions of the contract by clicking an “ok” or “agree” button. Often the terms and conditions of the contract are only made available through a web link. Prior to accepting the contract terms and conditions send the link or a scan of the complete terms and conditions of the click-through contract to OGC, via [email protected]. OGC will review the contract and follow-up with the end user office regarding the proper procedure for approving (“signing”) the contract. If the contract is for an item that is related to information technology or software, then GW Information Technology should also be consulted. The end user office is required to keep copies of all click-through contracts on file.

What is an electronic signature? Is it OK to use one? What about a copy of a signature?

An electronic signature can be one of many things – an image of a handwritten signature, a symbol, a voiceprint – anything used to identify the author of an electronic message or signatory of an electronic document. While some forms of electronic signature are secure and reliable, many forms of electronic signatures are vulnerable to copying, tampering, and forgery.

A digital signature is a secure form of an electronic signature that can be thought of as an equivalent of a handwritten notarized signature. A digital signature is created with software that uses technology that binds a signature to a document, provides proof of signatory, and is resistant to tampering or alteration. This is done by requiring user authentication with audit capabilities.

Currently, the university uses Adobe Sign for secure digital signature capabilities. Adobe Sign should not to be confused with the Adobe Digital ID, which is not secure and can be forged and copied, but is currently permitted with internal university documents forms used by some GW offices. The Adobe Digital ID is self-signed and does not involve any form of authentication to validate a signee.

How do I request access to Adobe Sign?

Adobe Sign will be made available to those who have an express need. Access is limited due to a limit on the number of licenses the university holds and because as only those who initiate university documents for signature need to have access. An Adobe Sign account is not needed to sign a document; it is only needed to initiate and prepare documents for signature. To request access to Adobe Sign, please contact GW Information Technology through GW IT Support.

Who do I contact for help with contracts?

Finance Directors should be able to answer your questions or point you in the right direction. The Procurement Department is responsible for the purchase of goods and services and will be helpful with questions related to purchase contract. The Office of Sponsored Projects in the Office of the Vice Provost of Research is responsible for research proposals and related agreements. Additionally, there are a number of other departments that handle common university transactions, which may be able to provide assistance. A list of those common transactions and the responsible departments can be found in this Guide under Section IV “Contracts Originating Through Other Offices (Where Procurement is Not Initially Involved)”. Finally, if you still are not sure, you may contact OGC for assistance by emailing the contracts email at  [email protected].

How do I process contracts related to sponsored research?

The Office of the Vice Provost for Research’s Office of Sponsored Projects (OSP) provides oversight of externally sponsored research, including projects funded by federal and state agencies, foundations, and other public and private sources. OVPR assists researchers with identifying appropriate funding opportunities. OSP works collaboratively with Pods to support researchers in submitting competitive proposals and managing successful projects. OSP manages the preparation, interpretation, negotiation, and execution of sponsored project agreements regardless of type of funding mechanism (grants, cooperative agreements or contracts) and other research related agreements on behalf of the university. OSP also drafts, negotiates, and executes sub-awards for collaborative research. The processing of research related sub-contracts are jointly coordinated by OSP and the Procurement Department. If you have a proposal or are a recipient of a sponsored research grant or contract, please contact your Research Administration Pod for further guidance. Each pod supports two or more schools and their affiliated research centers and institutes. Pods manage the complete lifecycle of a sponsored research project and provide continuity from inception to award closeout. If you seek further information concerning contracts related to sponsored projects, you should reach out to the Office of Sponsored Projects.

Are there any university approved standard contracts that I can use?

The Office of General Counsel has created some standard contract templates for P2P to address certain routine contractual transactions, such as catering and consulting. If you think you have a need that may be addressed by these contract templates, please contact P2P at  [email protected]. Contract templates have also been prepared for certain schools and divisions that have demonstrated a recurrent need and are limited to use by that school or division. If you think you have a need for a standard contract template, please contact OGC for assistance by emailing the contracts email at [email protected].

My contract is for IT software or hardware products and services and will
integrate, connect or access the university network. What do I need to do to
make sure the products or services are OK to use?

When your contract is for ANY IT PRODUCTS or SERVICES (including, software, hardware, SaaS, Cloud, Web-based product or third-party data management or processing or storage), GW Information Security requires that an IT Security Risk Assessment be performed.

My contract is for an IT service or software application that will involve the
processing and/or storage of personal information or non-public data. What do I
need to do to make sure the products or services are OK to use?

If your contract is for ANY IT SERVICE or SOFTWARE APPLICATION (including SaaS, Cloud, Web-based) that will PROCESS and/or STORE PERSONAL INFORMATION OR OTHER NON-PUBLIC DATA, the product must be reviewed by GW Information Security through an IT Security Risk Assessment.

ADDITIONALLY, a review of the privacy and data processing terms and conditions by the Privacy Office, is also required, especially if the data includes personal information (and particularly, if the product or service includes personal data of individuals located outside the US, or if data is being processed outside of the US). If determined to be necessary by the Privacy Office and OGC, an addendum containing additional contractual terms related to data protection and security may be added to the contract with the vendor (e.g. GW Data Privacy Confidentiality and Security Addendum, GW Data Protection Addendum or GW Data Handling Addendum).

I have heard that the university is committed to making all digital content and web content accessible and usable for everyone. What sort of products and services would be subject to an accessibility review?

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 must be 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. As part of the review, the vendor should be asked to provide a Voluntary Product Accessibility Template (VPAT) (a document which evaluates how accessible a particular product is according to the Section 508 Standards) 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.

I have been using a form contract for many years that has worked well for me. May I continue to use it?

If your form contract has been reviewed by the Office of General Counsel within the past year, it may still be acceptable. However, if your form contract has not been reviewed by OGC in over a year – or – you do not know when it was last reviewed, please consult with OGC before proceeding. OGC will review the form contract and let you know whether any changes or updates may be required.

What is the proper name to use for the university in a contract? Can my school or division be a party to a contract?

All contracts must be entered into by a legal entity. The university is a legal entity. The schools, colleges and divisions of the university are not independent legal entities. Accordingly, a contract must be made in the full legal corporate name of the university (and not the name of the school or division). That name is: The George Washington University.

If you find that identifying the responsible school or division is necessary, the contracting party may be identified as “The George Washington University on behalf of its School of _________”. A contract should never be made in the name of just a school, office, division or department; the full legal corporate name of the university should always be used when first representing the institution.

A contractor sent me a statement of work instead of a contract. What should I do?

You should ask the contractor if the university has a signed master agreement with the contractor. If so, also ask for the name of the contractor’s primary contact for that master agreement. You should then send the statement of work, the name of the primary contact (if provided), and any other information you have to P2P via a purchasing requisition in EAS/Oracle for the purchase order (PO) process or submit it via Gatekeeper if a PCard is being used to settled the payment. Please note that the vendor must be willing to accept the PCard payment without any added credit card transaction fee.

Are there special requirements pertaining to international contracts?

Yes. The Office of International Programs must be involved with academic and programmatic contracts when the other party is based outside of the United States. Consider the following circumstances to determine if your contract may need to be reviewed by International Programs:
(1) When there is activity occurring outside of the United States (other than research) and (2) If a party to the agreement is an international entity. Additionally, when the international contract involves the exchange of personally identifiable information, the Privacy Office must also review agreement. Similarly, if the activity covered under the contract involves the transfer of GW data, including but not limited to personally-identifiable information, then GW IT must be engaged to assess that the transmission method complies with international data protection regulations.

Contact information and review requirements for the Office of International Programs and the Privacy Office can be found in this Guide under Section IV “Contracts Originating through Other Offices (Where Procurement is Not Initially Involved).”

What if my international contract is not in English when received? How can the university review it, if it is in the foreign language?

In order to understand the terms with which the parties are expected to comply in a contract that is not in English, the end user office must obtain a certified translation in English provided by a professional translator prior to submitting the contract for review through the appropriate review process (see Section V, Contract Review and Approval Process). The end user office can obtain professional translations services through the Procurement Department. Alternatively, the end user office may also ask the foreign contractor to provide a certified English translation by a professional translator.

What if my international contract is negotiated in English, but the foreign party wants the university to sign the final contract in an English version and in a foreign language version?

In some cases, a foreign contractor will agree to sign only an English version of a contract. In other cases, the university and the foreign contractor will agree to sign versions of the contract in more than one language. In such cases, the end user office should include the English translation of the contract certified by a professional translator, along with the contract in the foreign language as appropriate, for final signature. An end user office may ask the foreign contractor to provide a certified English translation or may contract with a translation service vendor through the Procurement Department. Note that the university does not require that a contract be signed in a foreign language but is willing to do so, provided that a certified English translation is also presented for final signature.

Are there special contract requirements regarding the use of the university’s name and trademarks?

The George Washington University Name, Logo, Seal, and Color Usage Policy governs the proper use of GW’s name, logos, seals and colors, while the Identity Standards and Guidelines provides guidance on the proper use of GW’s logos. University offices must adhere to this Policy and Guidelines and should seek guidance from Marketing and Creative Services, when questions arise.

Many contracts include a provision permitting the use of name and logo, in connection with the purpose under the contract. Occasionally, a third party may also request use of a GW logo for a specific purpose unrelated to a relationship or service. In all these events, permission for use must be included in a written contract between the university and the third party. The university office initiating that contract is responsible for verifying the legitimacy of the third party’s use of the university’s name and marks. They are also responsible for monitoring the permitted use to ensure that it does not exceed the allowed scope of the permission granted as outlined in the university guidelines. In addition, the Marketing and Creative Services should be consulted on significant uses  of the university name and logo, and approve before the contract is signed. Additional information on this process can be found in this Guide under Section V “Step-By-Step Instructions: Contract
Review and Approval Process with the Office of General Counsel.”

What is “indemnification”?

An indemnification clause generally requires that one party take on the obligation to pay the other in the event of a loss or damage. Indemnity is the act of making someone “whole” (equal to what they have lost) or protecting them from identified losses.

Depending on the subject matter of the contract, different types of indemnification clauses might be appropriate based on the types of loss or damage could possibly be incurred under the circumstances. Indemnifications often are related to insurance requirements or insurance coverage and thus should generally be reviewed by Risk Management and Insurance. For more information on when and how to contact the Risk Management office, see this Guide under Step 2 “Collateral Review of the Contract” within Section V “Step-By-Step Instructions:  Contract Review and Approval Process with the Office of General Counsel.”

Where can I learn more about insurance obligations and the university’s insurance requirements?

The Office of Risk Management maintains the university’s standard insurance and indemnification requirements. Insurance is required to be addressed in most contracts with university contractors to ensure that there are funds to cover identified losses to the university (such as bodily injury, data incidents, property damage, or liability exposure) caused by an act or failure to act on the part of
the contractor. The types of insurance and limits required are tailored to particular activities. The types of insurance and amounts also take into account the severity of the potential loss, and not just the value of the contract.

Risk Management has prepared the Contract Insurance Matrix, available on their website. It sets forth the university’s standard insurance requirements for certain transactions and services.

Notwithstanding the foregoing, Risk Management should always be consulted regarding specific insurance requirements provided by a contractor. Risk Management’s review and approval of indemnification and insurance causes is often required as part of the contract review process which is explained in this Guide under Step 2 “Collateral Review of the Contract” within Section V “Step-
By- Step Instructions: Contract Review and Approval Process with the Office of General Counsel”.

For any questions regarding indemnifications and insurance, please contact Risk Management at [email protected].

What is a worker classification form?

Domestic. The worker classification form is a questionnaire concerning the work to be performed by an individual in the U.S. for the university. The questions included in the form helps determine whether the people providing services are employees or independent contractors. If the university's relationship with the individual satisfies the Internal Revenue Service's and related common law standards for independent contractor status, the services may be contracted by using an independent contractor agreement. University offices that engage individuals to provide services must submit the required documentation for determination of each contractor's status before any services are performed or payment requests are processed. This process is managed by the GW Tax Department. More information about worker  classification can be found on the Tax Department website.

International. A separate international engagement request form is used for work to be performed by an individual outside the U.S.  University offices wishing to engage workers to perform services overseas must follow the process outlined on HR's website for International Hires and Placements.

A contractor has requested proof of the university’s sales tax exempt status. Where do I get that proof?

The university has been granted an exemption from sales tax on qualifying purchases for our educational operations in the District of  Columbia and from the states listed on the Tax Department website. Each state determines which goods and/or services are eligible for exemption from taxation. Be sure to determine whether the transaction is exempt from taxation or contact the Tax Department for guidance.

Sales tax exemption certificates must be presented to contractors at the time of purchase and often contractors will request proof of exemption from tax when negotiating contract terms. The Tax Department can be reached at [email protected] or at (571) 553-8313.

A contractor has requested a Form W-9 from the university. What is the Form W-9, and how do I obtain a copy? 

The Form W-9 is the Internal Revenue Service form used to provide the university’s taxpayer identification number (TIN). The Form W-9 can be found at the Tax Department website

What if a problem arises after a contract is signed?

If an end user office enters into a contract on behalf of the university, it is the office’s duty to ensure that the university fulfills the obligations under the contract. Additionally, in the event that the other party fails to fulfill its contractual obligations to the university or if other problems arise it is the end user office’s duty to bring this to the attention of the appropriate university officials to ensure that the university’s rights are enforced. If any questions or concerns arise regarding the performance of a contact or the enforcement of the university’s rights, please contact, as appropriate, P2P by emailing [email protected] or OGC by emailing [email protected].

A registered student organization wants to enter into a contract.  What do we do?

The Office of Student Life has established procedures to comply with the university's contracting requirements that can be found in the Student Organization Handbook. They also have available standard form contracts that can be used in connection with events that student organizations may want to organize. Student organizations should contact their Staff Advisor or Org Help if they want to enter into a contract. Failure by students or student groups to follow the policies and procedures established by the university with respect to contracting by student organizations may constitute a violation of the Student Code of Conduct and could result in a disciplinary action against the individual or group found to have violated such policy or procedure.

If I am purchasing a good or service with a P-Card and a contract is part of the transaction, does the contract need to be reviewed?  Who can sign it?

Any time you engage with a contractor and the contractor requires a contract to be signed (regardless of how the financial obligations will be met – even with a P-card), the contract must go through the appropriate review process. (See Section V, Contract Review and Approval Process) and be signed by an authorized GW signatory. Additionally, if a P-Card purchase is for an IT product, the IT product must be reviewed by GW IT and where personal information (regulated and/or restricted data) is involved, the product must be reviewed by the Privacy Office, prior to purchase.

Once a contract has been reviewed and signed by both parties, the payment to the contractor can be made through an online requisition with Procurement or by P-Card. If with Procurement, you will establish the purchasing requisition for a PO before finalizing the contract. If by P-Card, the invoice, quote, and a properly executed copy of the contract must be provided as supporting documentation when submitting an expense report through the P-Card Expense Reporting process.