What is a contract?
At a basic level, a contract is an agreement between two or more parties that creates a binding obligation, financial or otherwise. Examples for UNTHSC include affiliation agreements, intellectual property, nondisclosure, events, medical director and professional service agreements, leases and purchase orders for goods or services.
Regents Rule 03.900 requires all contracts for the UNT System or an Institution to be in writing and to be approved and signed by an individual with appropriate delegated signature authority. If an unauthorized individual signs the contract, the contract may not be legally binding on UNTHSC and the person signing the agreement may be held personally responsible for it.
NOTE: The delegation for CONTRACTS is separate and different from delegations/authorizations for budgetary Chart of Accounts or DeptIds.
Is the document I have a contract?
If you have a document that meets the criteria of a contract and it requires one or more signatures, it is a contract.
Are “click-through” agreements online considered contracts?
Yes. Anytime you have to click “I accept” online, you are agreeing to terms and conditions. You should save the online terms and conditions as a .pdf document and submit them with a Contract Request in TCM so they can be reviewed for legal sufficiency.
Is there a rule stating which party signs the contract first?
Legally there is no rule about what party should sign the contract first. However, UNTHSC’s practice is to use the automated workflow in TCM to get all UNTHSC approvals and signatures prior to sending a contract to the second party. In instances where obtaining the second party’s signature first is necessary, the Office of Contract Administration will adjust the workflow accordingly.
When is a contract considered fully executed?
A contract is considered fully executed only when it has been reviewed and signed by all necessary parties. All contracts must be signed by authorized representatives BEFORE any work, the delivery of goods or services, or the usage of any University facilities may begin.
Can the Office of Contract Administration help with contract negotiations?
Yes. While UNTHSC business contracts are initiated by departments/schools that have a business need for a contract, the Office of Contract Administration can, and often does assist with contract negotiations.
To request assistance, be prepared to describe your understanding and intent of the contract needed.
Is there standard language I should use when negotiating with contract second parties?
The UNTS Office of General Counsel has posted State Contract Requirements on their website to assist the UNT System and institutions with review of contracts and to ensure compliance with applicable state law requirements. Their website is great resource for standard language. If however, the contract negotiations involve an issue not addressed in the Contract Management Handbook or the State Contract Requirements, contact the Office of Contract Administration to assist with the negotiations.
What if the second party to the contract wants revisions to a UNTHSC contract template?
Ask the second party to document their requested changes as redlines or notes on the UNTHSC contract template. Submit the redlined contract to the Office of Contract Administration as a Contract Request in TCM.
What if the second party wants “wet” signatures instead of electronic (DocuSign) signatures?
Enter a contract request in TCM and note in the Special Instructions field that the second party requires “wet” signatures and how many hard copies of the contract are required.
When should I work directly with the Office of General Counsel?
Best practice is to submit all contract requests through TCM noting any concerns you have with the contract. The Office of Contract Administration will consult with the Office of General Counsel (OGC) on your behalf. Other times you should work directly with OGC include breach of contract claims, litigation/lawsuits, requesting creation of a template contract or when the second party attorney contacts you.
How often does the Office of Contract Administration offer training? How do I request training?
The Office of Contract Administration provides online, classroom and one-on-one training for Contract Liaisons and other departmental/school personnel as required. Requests for training should be emailed to the Office of Contract Administration at firstname.lastname@example.org.
When you have a Purchasing Contract or a contract with an expenditure to be paid on a Purchase Order what do you do?
Create a requisition in EIS, note that a contract is attached in the comments, electronically attach the contract, and submit.
Then enter a Contract Request in TCM , attaching the contract and referencing the requisition number.
The Office of Contract Administration will work with BSS Purchasing to coordinate the review, approval and execution of the contract and the subsequent issuance of a purchase order.
What is the “Standard Addendum”?
The Office of General Counsel has created a Standard Addendum that can be attached to any contract between third parties and the System or an Institution. By having both parties to a contract sign the Standard Addendum, the clauses contained within the Standard Addendum will be incorporated into the contract, ensuring compliance with state of Texas contracting requirements. Please see the Contracting Handbook on OGC’s website for more information.
How long will my contract review take?
Agreements are processed on a first-in first-out basis and can take from one day to several weeks to execute, depending on the complexity of the contract and volume of contracts already in process.
Requests for Rush/Priority processing will be accommodated on a case-by-case basis.
What is the Board of Regents (BOR) Approval requirement on contracts?
BOR approval is required for all contracts (including amendments, extensions, renewals or cumulative amendments) that have or will increase the total value of a contract to $1,000,000 or more. In addition, because of statutes on governing board ethics and standards of conduct, all contracts with Tarrant County must be approved by the UNT System Board of Regents while the current regents are serving on the board.
OCA will notify Contract Liaisons of the BOR approval requirement if the BOR approval is not included with the Contract Request documentation. OCA sends reminders via email of the deadlines for submitting items to the BOR.
Contract Liaisons should work with their departmental leader or Vice President regarding the department’s established process for BOR approval.
Who can sign a contract?
Only a person who has been delegated signature authority in writing by the UNT System Board of Regents, the UNT System Chancellor, or the UNTHSC President or his/her designee is authorized to sign a contract.
To review the current UNTHSC contract signature delegations, click the link below.
This page was last modified on March 7, 2019