Important Things to Know about the Contract Review Process

In general, any agreement for goods or services, and/or that involves payment of money by SPU to another person or entity, should be documented in a written agreement signed by both parties.

Written agreements are particularly important if any payments will be made or there is a potential for legal liability.
In many cases, the person or entity with whom SPU is contracting will have their own form of written agreement. SPU also maintains templates and models of certain types of agreements (e.g., speaker agreements, performance agreements, independent contractor agreements).

In general, business and academic contracts should be submitted to the Office of Risk Management (ORM) for review.

Assume that a contract should be submitted to ORM for review unless an alternate arrangement has been made with ORM.
Even if a template contract has been used in the past, check with ORM before using it again in case there have been updates to the template or the template needs to be modified for a particular use.
Grant applications do not need to be submitted to ORM for review. The Finance Office will contact ORM if specific parts of grant application require legal review. However, if grant or award proceeds are used to purchase goods or services, those contracts should be submitted to ORM for review.
If the terms of the contract are posted online, submit a PDF of the online terms for review, unless ORM tells you that is not necessary.
If a contract is not submitted to ORM for review, it may result in a delay of payment and/or services, and it could expose an individual signing the contract to personal liability. The Finance Office has been instructed not to approve payment for a contract unless the contract has been approved by ORM.

Certain types of contracts will require review by other departments as well as ORM.

Other departments will need to be consulted if the contract will impact the department and/or if the department has expertise about a contract's subject matter.
For example: CIS should be consulted about contracts involving SPU technology systems, Facilities should be consulted about contracts that require special set-up for on-campus events, and Finance should be consulted if contracts raise special tax issues.

When sending a contract to ORM for review, or requesting a contract from ORM, please provide as much advance notice as possible.

Enough notice should be given to ORM so that a contract can be reviewed, negotiated, and signed before the good or service is expected to be delivered to SPU. If a contract relates to a special event, discussion with ORM about the event should generally begin several months before the event (e.g., to allow for advance deposits to be made, to discuss risk elements, and to plan for events).
ORM will try to work with you to help achieve your business needs with respect to timing. Also, ORM understands that some types of contracts inevitably require quick turnaround. However, ORM requests as much lead time as possible to review a contract.
In general, ORM requests at least two weeks to do an initial review of a contract, and recommends that you initiate the contract review process at least 4-6 weeks before you need a contract signed, to allow for review and negotiation. Individual cases may require more or less time for review, depending on the circumstances.

Certain types of contracts may require additional risk assessment and/or legal analysis beyond typical contract review.

Certain types of contracts may require more work from ORM than simply reviewing and negotiating terms.
For example, depending on the substance of the contract, it may be necessary to perform legal research (e.g., to understand potential liability or compliance responsibilities), or to consider options for risk management with respect to a proposed activity (e.g., waivers, additional insurance, special safety precautions).

The contract review process does not address pre-contracting research and evaluation.

Departments seeking goods or services for SPU should carefully consider which vendor or service provider is most appropriate, prior to beginning the contract review process.
For recommendations regarding considering vendors, see the Finance Office's "Purchasing Processes" webpage. The Finance Office and ORM are available to discuss considerations related to vendor selection, if desired, but generally the selection process occurs prior to the contract review process.
In certain circumstances, ORM will question whether a particular vendor or service provider is appropriate (e.g., if they do not carry adequate insurance to perform a particular service). However, this is not common.

Policy Version: 1.0

Responsible Office: Office of Risk Management
Responsible Executive: Asst. VP for Risk Management and University Counsel

Effective Date: July 1, 2019
Last Updated: July 1, 2019

Entities Affected By This Policy: All University faculty and staff.

Steps in Contract Review Process

The following steps outline the typical process for review of business and academic contracts by the Office of Risk Management (ORM). As used below, the term "contract sponsor" means the SPU individual who is proposing that SPU enter into the contract.

The contract sponsor should send ORM a copy of a contract to review or should request a contract template by emailing contracts@spu.edu.

If you are emailing a contract for review, a Word document (without document protection) is preferred, so that ORM can suggest edits in Track Changes. However, a PDF is also acceptable.
The contract sponsor can also ask ORM if it has a contract template that can be used (e.g., a performance agreement, a speaker agreement, or an independent contractor agreement).
It is helpful to have context about the contract. To the extent possible, please summarize the following in a cover email:

What the contract is for (e.g., description of event, good, or service);
When you need the contract completed;
Whether this is a renewal, replacement, amendment, or addendum to a prior contract; and
Whether the contract requires that SPU provide a certificate of insurance to the other party.

The email address contracts@spu.edu is received by SPU's University Counsel (Nick Glancy), Contracts Specialist (Caryn Ragin Johnson) and by Executive Assistant for Risk Management and University Counsel (Audrey Kamemoto).

2. ORM will determine what level of review is appropriate for the contract.

Not all contracts will require the same level of review by ORM. For example, a low risk contract may receive limited review.
However, even in cases where the review is limited, ORM may still make suggestions about how to manage risk and comply with contractual terms.

3. The contract sponsor and ORM will each review the contract.

The contract sponsor should read the entire contract. The contract sponsor is responsible for confirming that the business terms (e.g., price, description of goods or services, length of contract) clearly and accurately state the intended arrangement. The contract sponsor should also understand the obligations the contract imposes on SPU and be comfortable that SPU can fulfill the obligations.
ORM will also review the contract or engage outside legal counsel to assist with review. ORM will respond to the contract sponsor with questions, suggested revisions, and/or suggestions on how to implement the contract.

4. The contract sponsor and ORM will negotiate the contract with the other party.

The contract sponsor and ORM will consolidate comments and questions related to the contract and send a proposed revised contract to the counterparty.
Depending on the circumstances, there may be multiple rounds of negotiation with the counterparty. It is usually most efficient to do the initial negotiation by exchanging written mark-ups of the contract.

5. ORM will approve the final version of the contract and help the contract sponsor coordinate signatures.

When the terms of a contract have been agreed upon by both sides, a copy of the final contract should be sent to ORM. ORM prefers to receive a final copy in Word form.
Before a contract can be signed by SPU, ORM needs to note on the contract that it has been reviewed by ORM (e.g., by adding an electronic stamp to a PDF or by writing initials of the reviewer on a printed copy).
ORM can assist the contract sponsor in identifying an authorized SPU employee to sign the contract on behalf of SPU.
Students are not permitted to sign contracts on behalf of SPU by themselves. In some cases a student may sign a contract along with an authorized SPU employee to show that the student has reviewed the contract, but the student's signature cannot bind SPU by itself.

6. The contract sponsor will send a final, fully signed copy of the contract to contracts@spu.edu, and submit a signed contract to the Finance Office for payment (if applicable).

ORM maintains an electronic database of business and academic contracts that involve SPU. After a contract has been fully signed by both parties, a scanned copy of the fully-signed contract should be emailed to ORM at contracts@spu.edu.
After a contract has been fully signed, it is the contract sponsor's responsibility to submit the contract to the Finance Office with request for payment, if applicable. Please contact the Finance Office for any other documentation that may be required for payment (e.g., a properly completed IRS Form W-9).

7. If applicable, ORM will provide a certificate of insurance to the counterparty and/or the counterparty will provide a certificate of insurance to SPU.

Some contracts require that SPU provide a certificate of insurance to the counterparty. ORM can assist in fulfilling that requirement.
Certificates of insurance from counterparties should be forwarded to ORM for review prior to the time that the contract is performed.

Statement and Purpose

Table of Contents

Important Things to Know about the Contract Review Process

Steps in Contract Review Process