2.41.1 Scope
This policy applies to all faculty, staff, employees, departments, and offices of Ithaca College that request, negotiate, approve, sign, administer, or manage contracts on the College's behalf. It does not apply to unrecognized student organizations or to personal agreements that do not create obligations for or otherwise bind the College. This policy establishes a single, consistent standard for all employees involved in creating, reviewing, approving, signing, administering, and managing contracts.
2.41.2 Policy Statement
All contracts that purport to bind the College or its subunits must comply with the review and approval requirements of this policy. Only the president, vice presidents, and designated contract signatories are authorized to sign or enter into any binding agreements on behalf of the College. Any negotiation related to an existing or prospective contract must be managed by an eligible Contract Manager, who has completed and maintained mandatory training requirements provided by the Office of the General Counsel. All contracts, amendments, renewals, extensions, and related approval records must be processed through the College's centralized contract lifecycle management system so that agreements are appropriately reviewed, authorized, tracked, and securely retained throughout their lifecycle. Contracts submitted by email, paper, or any method outside the designated system will be returned to the sender for resubmission through the proper channel before the contract review process can begin.
2.41.3 DEFINITIONS
Contract — Any legally binding agreement that creates obligations for the College, regardless of what it is called (for example: service agreements, licenses, nondisclosure agreements, memoranda of understanding, event or performance agreements, amendments, renewals, and terms and conditions attached to a purchase).
CLM System — The College's centralized digital contract lifecycle management system used to submit, review, approve, negotiate, sign, store, and track all contracts and related records.
Contract Requestor — The College employee who initiates and submits a contract for review and approval.
Contract Manager — The College employee assigned to negotiate the agreement with the third party and steward the agreement through all phases of review, approval, and execution. The Contract Manager is also responsible for monitoring contractual obligations, deliverables, key dates, and performance throughout the term of the agreement. Neither students nor non-employee College affiliates may be Contract Managers.
Contract Signatory — A College employee who has been formally granted authority to sign contracts that legally bind the College in accordance with this policy.
2.41.4 POLICY REQUIREMENTS
2.41.4.1 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 broadly designates their authority to the Provost and 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. Such additional signatory authority delegation requires the approval of the appropriate Vice President or Provost and must be documented in the Office of the General Counsel.
Only authorized signatories may sign contracts on behalf of Ithaca College and only within the limits of their delegated authority. No other individual may sign a contract, verbally commit the College, or otherwise represent that the College has agreed to contractual terms. Individuals who act without proper authority may be subject to disciplinary action and may bear personal responsibility for commitments made without authorization.
2.41.4.2 Contract Value Approval Thresholds
Notwithstanding the broad contracting authority of Vice Presidents described above, Vice Presidents must notify the Chief Financial Officer of the contract and its material terms prior to signing any contract with a payment obligation exceeding $100,000.
In addition to the above notification to the Chief Financial Officer, Vice Presidents are expected to obtain written authorization from the President prior to signing contracts that include a payment obligation in excess of $250,000.
2.41.4.3 Document 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 (including the Contract Manager) 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 signatory authority is responsible for affirming that the underlying purpose of the contract aligns with the business interests of the College.
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.
Contracts subject to review in accordance with this section must be submitted through the Contract Review Request process maintained by the Office of General Counsel. Visit the Office of the General Counsel website for further requirements pertaining to this process.
Departments must keep an original copy of each of its contracts on file after all parties have signed off, which may be stored in electronic format. An original copy of the fully executed agreement must also be provided to the Office of the General Counsel for all contracts that are subject to review under this policy, including all contracts submitted through the Contract Review Process. Executed contracts must be maintained by the Department in accordance with Section 2.43 Record Retention and Disposition Policy.
2.41.4.4. Contract Lifecycle Management System (CLM)
Contract review requests must be submitted completely and accurately. Contract Managers are responsible for engaging the appropriate stakeholders as early as possible, for coordinating review and negotiation activities, and for monitoring contractual obligations throughout the life of the agreement. The Office of the General Counsel is responsible for reviewing contracts and advising on legal risk and contractual terms. Contract Signatories are responsible for executing contracts only within the scope of their delegated authority.
a. Centralized system. All contracts, amendments, renewals, extensions, and related approval records must be submitted, reviewed, approved, signed, stored, and tracked within the CLM system. Contracts submitted by email, paper, teams chat, or any method outside the system are not considered officially submitted and will be returned for processing through the CLM system.
b. Legal review. Contracts must be reviewed by the Office of the General Counsel before signature unless an exception has been established by the Office of the General Counsel. Legal review is intended to identify legal, regulatory, and institutional risks and to address unacceptable terms. Legal review does not determine whether an agreement is operationally, financially, or strategically appropriate; those decisions remain the responsibility of the requesting department and its leadership.
c. No performance before signature. Work may not begin, goods may not be delivered or accepted, services may not be performed, and payments may not be made until the contract has been fully executed by all required parties, unless expressly authorized under an approved College process.
d. Version control. The CLM system is the official repository and system of record for all contracts. All drafts, redlines, approvals, correspondence related to negotiated terms, amendments, and fully executed agreements must be maintained in the system to ensure a complete and accurate contract record.
e. Obligation and deadline tracking. Each contract must have an assigned Contract Manager responsible for monitoring key dates, deliverables, obligations, renewal deadlines, notice periods, termination rights, and expiration dates through the CLM system. Departments remain responsible for ensuring compliance with the operational requirements of their agreements.
f. Information security and insurance. Contracts involving access to College data, systems, facilities, programming that is subject to the Protection of Minors Policy, confidential information, or that otherwise present financial, operational, regulatory, or liability risk must satisfy applicable information security, privacy, insurance, and risk management requirements before approval and execution.
g. Recordkeeping. All contracts and related records must be retained in the CLM system in accordance with the College's records retention requirements and any applicable legal hold obligations.
2.41.5 Violations
Failure to comply with this policy, including signing without authority, bypassing the CLM system, failing to obtain required reviews or approvals, or commencing work before a contract is fully executed, may expose the College to financial, legal, operational, or reputational risk. Such violations may result in corrective or disciplinary action, and individuals who make unauthorized commitments may be held personally responsible to the extent permitted by law.
Responsible Office: Office of the General Counsel
Effective Date: August 20, 2026