Contracts

No contract should be signed on behalf of the University unless the contract has undergone all required administrative review and received all necessary approvals (e.g., departmental, Office of General Counsel, subject matter experts). The departmental representative responsible for the contract is responsible for ensuring that the contract receives the appropriate level of review and approval prior to execution, including review and approval by other University units that are impacted by the terms and conditions or obligations of the contract.

Once you are certain you will be entering into the transaction and have received all necessary departmental approvals to proceed, you may submit the contract to the OGC for review, unless the contract is routinely handled by another University unit (e.g., Office of Research & Projects, Office of Technology Transfer, Human Resources, Events and Conference Services). If your contract is routinely handled by another University unit, you should submit the contract to that unit and the unit will be responsible for submitting the contract to the OGC for review.     

Please allow enough lead time for drafting, editing and further negotiations (if needed) prior to any deadline.

All requests for contract drafting or review of non-procurement agreements should be submitted by email to: Jennifer Wagner, Senior Associate General Counsel, at contracts@siue.edu. Procurement contracts should be sent to the Purchasing Department for processing. The Purchasing Department will forward procurement contracts to the OGC for review. More information can be found within the Purchasing Department website.     

The review request must contain confirmation from the departmental representative responsible for the contract, via the Contract/Agreement Certification form (PDF Link), that all terms of the contract are accurate and acceptable, including, but not limited to, scope of work, pricing, dates, payment requirements, confidentiality requirements, etc., and that any needed changes have been identified in redlines or comments submitted with the request. This information is required whether you submit the review request directly to the OGC or through another University unit.

All contracts must be accompanied by a Contract/Agreement Certifications form (PDF Link).

If the other party has provided you with a proposed contract, please submit the agreement with your review request. Please also submit any supporting documentation that may aid with the review of your contract request (e.g., proposal, invoice, quotation, description of services, prior similar agreement(s) entered into with the party, etc.).

If the contract is a modification to an active (i.e., currently in effect) contract (also known as an amendment or addenda), please submit a fully executed copy of the original contract and all previous addenda and amendments to the original contract (if any) with the review request.

The department responsible for initiating the contract must consider the business implications of the terms and conditions of the contract, and must determine what it can and cannot agree to and what needs to be negotiated with the other party.

Listed below are matters the initiating department should consider when reviewing a contract. Please note that this is not an all-inclusive list.

• Is it in the best interest of the University to enter into the contract?
• Does the contract make business sense?
• Are the contract terms and conditions, including the duties of the parties, clear, consistent and acceptable to SIUE and the department?
  • Are the business terms correct?
  • Is the description of services (if any) correct?
  • Are the University's obligations under the terms of the contract understood, and are they correct?
  • Are the obligations of the other party set forth correctly?
  • Is the term (start and end date; duration of contract) correct?
• Does the department and the University have the necessary resources to fully perform their obligations under the contract?
• Does the contract serve the department's and University's missions and responsibilities?
• Does the contract include the entire understanding between the parties, without additional oral explanations or promises that are not included within the contract?
• Are the limitations of liability (if any) acceptable from the business perspective? 

The legal review of contracts by the OGC determines only the legal sufficiency of a contract, as opposed to whether the contract is appropriate and advisable from a business or administrative perspective. The final decision to enter into a contract is the responsibility of the SIUE department initiating the contract, and should take place only after all applicable University approvals have been obtained.

What if there are insurance requirements in a contract or a certificate of insurance is required? Where can I learn more about the University's insurance requirements and whether insurance terms requested by the other party are acceptable?

The Board of Trustees is the sole authorized contracting entity for Southern Illinois University pursuant to 110 ILCS 520 et seq. Therefore, all University contracts must be in the full legal corporate name of the university: Board of Trustees of Southern Illinois University. 

It is recommended that the preamble state that a contract is affiliated with SIUE and that the responsible division, college, school or department is identified as follows: "the Board of Trustees of Southern Illinois University, governing Southern Illinois University Edwardsville, on behalf of its College [Division, School, Department, as appropriate] of _____________." A University contract must not be made in the name of a University division, college, school or department alone.

The requesting department is responsible for maintaining fully executed copies of contracts, including any attachments and other supporting documentation, in accordance with the University's records management program and any contractual requirements.

The requesting department's responsibilities also include, but are not limited to:

• Tracking the start and termination dates of the contract;
• Ensuring compliance with the terms and conditions in the contract;
• Monitoring payment(s) and deadline(s); and
• Maintaining all records pertaining to the contract.

Copies of executed non-procurement contracts should also be sent to the OGC. The Purchasing Department retains copies of executed procurement contracts.