Contract Review Process
Contracts require review by the Office of Legal Affairs or the appropriate N.C. A&T contracting department before obtaining an authorized signature (except when using a university template as noted below). The review process involves:
- Confirming the presence of essential elements of a legally valid contract.
- Ensuring business terms accurately represent the intentions of the requesting N.C. A&T department.
- Incorporating mandatory terms relevant to specific activities or the purpose of the agreement, such as standard confidentiality or compliance with North Carolina law provisions.
- Confirming the proposed activity aligns with N.C. A&T’s mission.
- Excluding legally prohibited contractual terms.
- Checking compliance with federal, state, and local laws and regulations, UNC System and N.C. A&T policies, and external agency levels, and identifying any relevant restrictions.
- Identifying business decisions needed to address legal prohibitions and adding contractual provisions to manage accepted risks.
Contracts must also be reviewed for compliance concerns. The Office of Legal Affairs or relevant N.C. A&T department’s review may include:
- Confirming that the N.C. A&T requester is authorized to initiate the activity.
- Determining if other N.C. A&T departments (e.g., Information Technology Services, Office of University Relations regarding use of N.C. A&T’s marks and symbols, Office of Research Compliance regarding export controls, etc.) need to review or advise on contractual requirements or the proposed activity.
- Identifying the parties responsible for performing and ensuring compliance with the contract’s obligations and restrictions.
- Assessing the need for additional documentation to ensure compliance and manage or mitigate risks.
NOTE: To help facilitate efficient workflow, no additional review is needed for templates developed by the Office of Legal Affairs prior to authorized N.C. A&T signature, provided that any changes are limited to business terms only (e.g., dates, costs, points of contacts, etc.). Any changes to other terms, or material changes to the contract require further legal review.
How to Help Expedite the Contract Process
Contract terms must be acceptable from a business and administrative perspective. Thus, before requesting contract review assistance, please be sure to do the following:
- Read the agreement and make sure that you understand it.
- Confirm that the terms are accurate and align with N.C. A&T’s requirements for the specific effort, such as the agreement’s purpose, relevant dates, duration, and the parties’ obligations. The agreement should reflect the department’s intended activity and any inconsistent terms should be identified for removal or modification before submission for legal review.
- Ensure that the correct contracting parties are listed. For N.C. A&T, the university must be designated as the contracting party using its full legal name, North Carolina Agricultural and Technical State University. Colleges, schools, divisions, departments, centers, and registered student organizations are not legal entities and should not be listed as contracting parties on N.C. A&T’s behalf. Unless otherwise noted, contracts for N.C. A&T affiliated entities are managed by the entity or their external legal representatives.
- Be sure to understand the workflow and that your agreement should be uploaded to the IntelAgree contract management portal.
- Based on the agreement type, determine the relevant department that will review the agreement (e.g., Procurement Services, Office of Legal Affairs, Office of Sponsored Programs, etc.). Once identified, please consult the appropriate GT Contracting Unit for assistance.
- Proactively share important business or administrative information, specific concerns, or potential risks with. This step is important for facilitating effective assistance and preventing potential delays. Relevant information to share may include:
- The purpose of the agreement (should be obvious from the document);
- Funding sources;
- Expected duration of the agreement;
- Types of information exchanged (e.g., personally identifiable information (PII), student or financial data);
- Confidentiality concerns;
- Applicable export restrictions; and
- Compliance concerns regarding contractual obligations or restrictions.
- Do Not Sign Without Proper Review and Delegated Signature Authority. Only the Chancellor and officials with expressly written delegated authority can execute contracts on behalf of the university. Signing a contract without proper authority could result in personal liability.