Dos and Don'ts in the Contracting Process

You may be involved in the contracting process through various stages, such as negotiating with vendors, receiving and reviewing the vendor's standard contract, or issuing the University's purchase order. There are many gray areas in the law, in general, and certainly in the contracting process, so understanding some basic "do's and don'ts" is important:

  • Do read every word of the contract before the execution of the contract to make sure you understand it and to make sure it correctly states the agreement (i.e., rights, responsibilities, and remedies).
  • Do not allow terms and conditions into the agreement that you do not understand. You may inadvertently enter into an agreement that is adverse to the University.
  • Do not allow terms and conditions into the agreement which are ambiguous. It may require a court or arbitrator to resolve the ambiguity and that resolution may be adverse to the University.
  • Do discuss background facts and circumstances with the persons most closely involved with the contract.
  • Do consider necessary contracting authority, review, and/or approval.
  • Do obtain necessary contracting authority, review, and/or approval by your supervisor and/or General Counsel and provide ample time for such review and approval.
  • Do read all of the exhibits and appendices. The substance of some agreements or contracts is set forth not in the body of the agreement, but in the exhibits and appendices (i.e. software contracts).
  • Do review the exchange of documentation leading to the agreement. Insure that the Request for Proposal and Response are reflected in the agreement.
  • Do create checklists of essential terms and conditions you wish to have in the contract and of desired/requested changes you seek from the other party.
  • Do not agree to and/or have the contract executed which incorporates or references other documents without reviewing (and perhaps attaching) all such referenced documents.
  • Do not agree to have a contract executed that does not have all the blanks filled in.
  • Do beware of form contracts prepared outside of the University because such agreements probably favor the drafter (i.e., not the University).
  • Do not agree to obligations which the University cannot legally fulfill (e.g., the University is subject to the Freedom of Information Act, the Open Meetings Act, FERPA, and other legislation which may limit its ability to maintain confidentiality).
  • Do not agree to terms or conditions that contravene Board of Trustees or University policies.