Contract Review Procedure

Purpose

Texas Woman’s University (TWU) policy requires that contacts, employment offers, grant agreements, memorandums of understanding, and agreements with donors be reviewed by the TWU General Counsel prior to commitment, execution, or final action.

The legality of contacts, employment offers, grant agreements, memorandums of understanding, and agreements with donors is reviewed in the Office of the General Counsel (OGC), but individual departments must determine if they can abide by the requirements indicated on said document.

Initiating a Contract (Two Routes)

Contracts that Initiate with Procurement Operations

A contract initiates with Procurement Operations when TWU will pay a monetary amount for entering into the contract.

  • Department contacts Procurement Operations with a need and Procurement will assist department with making appropriate contact with vendors, negotiation of cost, and contractual specifications. 
  • Once the essential terms of the contract have been negotiated between the parties, Procurement will send the contract to the OGC for legal review.

Contracts the Initiate Directly with the OGC

A contract initiates with the OGC when no monetary amount is being paid by TWU or when TWU will be receiving funds (Student Internships, Memorandums of Understanding, Interlocal Agreements).

OGC Contract Review Procedure

All contracts for review MUST be submitted to the OGC Contracts Administrator (Ms. Deonna Rae Bishopp), unless they are explicitly excepted.  Please submit the form and contract via email if available.

Each contract will be assigned an identification number. Please use this number when inquiring about the status of a contract.

Submission Information

Contract in Electronic Format (“Word” is preferred.)

If using a "Form" contract, please fill out all necessary information in the form.

Contract Initiator must submit the following:

  • Contract Request and Approval Form (Provided below.) 
  •  Essential Elements (Dates, Names, Payment Terms, Purpose)
  • Certification of Compliance with Procurement/Purchasing Rules
  • Certification of Compliance with Financial Review

Legal Review: Contract Review and/or Drafting

During the OGC’s Legal Analysis, the OGC may:

  • Provide additional terms and conditions to clearly define the rights and responsibilities of the parties.
  • Require collaboration with contract initiator.

If the other party has provided their standard contract, the OGC will only use their contract as a starting point for the negotiation of legal issues.

If the other party does not provide a standard contract, outline the business terms on the Request and Approval Form and the OGC will draft a contract if there is no pre-existing TWU form contract available.

Approved as to Form Only

The OGC only approves the legal form of the contract – NOT the business or operational aspects.

Contract Initiator is deemed to have READ and UNDERSTOOD the contract if no questions are presented with the contract.

Contract Negotiation and Revisions

If there are revisions to the contract, the OGC shall return the revised contract to the outside party for their review and approval of the OGC’s changes. If approved, the outside party must accept the revisions, sign and return the revised contract to the OGC.

If the outside party has additional revisions, their revisions must be forwarded back to the OGC for review/approval. If OGC approves the outside party’s revisions, the OGC will approve as to form and forward to the proper authority to execute the contract.

The OGC will either:

Approve + Sign + Return; or

Approve + Sign + Forward to Signature Authority; or

Return to Initiator to Correct and/or Revise.

Contracts That Do Not Need OGC Review

The General Counsel will not be required to review any standard (form), recurring contracts or agreements unless changes have been made to them or unless they are clinical or internship agreements.

Pre-Requisites for General Counsel Review

  • Evidence of Compliance with Procurement Guidelines
  • Evidence of Financial Review

Contract Review and Approval Form [doc]