2.41 Contract Review and Approval Policy
Section 1. General
To conduct the College’s functions of teaching, research and service, it is at times necessary to enter into contracts with other entities. Well-executed written contracts clarify and define the agreement between the parties and protect against unnecessary risks to the College’s resources and reputation. Contracts may be originated either by the College or by the other party to the agreement. Regardless of where they originate, this policy applies to all College faculty, staff, and students, and defines the general requirements through which a College contract must be reviewed and approved. This policy also designates who within the College is authorized to sign contracts on behalf of ITHACA COLLEGE, its employees, or agents.
Section 2. College Contract Defined
For the purposes of this policy, a "College contract" is defined as an agreement between two (2) or more parties, one of which is the College or any of its subunits, intended to have legal effect. Some examples of typical contracts include, but are not limited to, hold harmless agreements, memoranda of understanding, non-disclosure agreements, confidentiality agreements, facility use agreements, liability waivers, affiliation agreements, instructional agreements, licensing agreements and consultant or performance agreements. For the purpose of this policy, all of these will be referred to as contracts. Signature authority for contracts is extremely limited and the only individuals who have this authority are outlined in Section 4.
Section 3. Contract Requirements
All contracts must identify the College as the contracting party. Departments, student organizations, offices and individuals may not be named as parties to the agreement, but may be referenced in the body of the contract. The official College address is 953 Danby Road, Ithaca, New York 14850.
Whether the contract was originated by the College or is a proposed agreement from the other party, the College employee who negotiates the contract is responsible for being familiar with the contract entirely, any related attachments, and for making any changes that are needed to accurately reflect what is being done. The Office of the General Counsel provides contract forms, templates and required language to assist faculty and staff with creating contracts independently. If the forms and templates provided do not seem appropriate for the transaction or arrangement being contemplated, or if such forms or templates are a good starting point but clearly need modification, the Office of the General Counsel must be consulted. In many situations, contracts will not require legal review and approval so long as they contain standard required provisions and are free of prohibited clauses.
The following contracts require additional review from the Office of the General Counsel:
- Contracts that do not contain standard indemnity or insurance language
- Contracts that provide revenue sharing with the institution
- Contracts that vary significantly from standard template language or
- Contracts that contain prohibited clauses such as automatic renewal without termination at will or a limitation of liability.
- Contracts that include statements regarding representation or warranty.
Departments must keep an original copy of each of its contracts on file after all parties have signed off. Executed contracts must be maintained in accordance with the Ithaca College Legal Records Retention Guidelines.
Section 4. Authorizing Signatures
Pursuant to Section 1.4.1 of the Ithaca College Policy Manual, the Board of Trustees “grants the President the general powers and duties of supervision and management of the business affairs of the College”. Accordingly, the President has the authority to contract for the College and generally designates his or her authority to the Provost or other Vice Presidents. Further delegation of signatory authority may occur in order to improve the efficiency and effectiveness of College operations if such delegation does not unduly expose the Board of Trustees or the College to financial loss. Signatory authority delegation requires the approval of the appropriate Vice President or Provost and must be documented in the Office of the General Counsel. Anyone else who enters into a contract that purports to bind the College or its subunits is acting without authority and could be held personally liable for the contract.
Added: August 30, 2011