Entering into external contracts with individuals, institutions, business entities, agencies or governments can assist the University in achieving its mission and strategic goals. The creation of a contract legally binds the University to the commitments set out in that contract. There are implications, such as legal issues to consider when contracts are being developed and there are potential risks when the University is bound to a contract. Therefore, oversight of commitments made on behalf of the University is important.
To define the authority for the oversight of contract administration, the general parameters under which a University contract might be created, the roles and responsibilities associated with contract administration, and the positions that are required to review and sign contracts on behalf of the University.
All contracts into which the University enters with external individuals, agencies, student associations, institutes, corporations, governments, etc. Agreements among different Units within the University are not included in this Policy, nor are Separately Incorporated Entities (SIEs).
Contract — Any agreement which creates an obligation upon or affects the rights of the University, the provisions of which are legally binding. Examples of University contracts include: research contracts and agreements; agreements for the purchase or rental of goods or services; nondisclosure agreements; agreements that set terms for acceptance for gifts; a sale, lease, or donation of University goods or services; liability waivers/releases; licenses; student or faculty exchange agreements; memoranda/letters of understanding or cooperation; contracts with hotels, convention centers or other facilities or other types of agreements which require a written agreement; instructional agreements; assignment of the right of a person, group, or agency to use the University's name, logo or resources; etc. The above list is not all-inclusive.
Contract Negotiating Authority — The position that has been given authority by the appropriate Vice-President to negotiate the terms of a contract.
Contract Signing Authority — The position that has been delegated the authority from the Board of Regents to sign a contract.
Unit — Academic or administrative unit as defined in the University Calendar.
University — Memorial University of Newfoundland.
The Memorial University Act (RSNL1990 CHAPTER M-7) vests the authority and responsibility with the Board of Regents for the management, administration and control of the property, revenue, business and affairs of the University. The Board of Regents may delegate, in whole or in part, some of its authority to the President, Vice-Presidents or other senior officers of the University, signing authority and responsibility for matters necessary for the management of day-to-day operations of the University. The Schedule of Review and Signing Authority for Contractual Obligations sets out the unit(s) and/or position(s) responsible for review of contracts and the delegated contract signing authority. This Schedule can be revised, when appropriate, by the Vice-Presidents’ Council. No employee shall commence the negotiation of a contract on behalf of the University without express or delegated authority.
Employees and persons acting on behalf of the University, in addition to their normal responsibilities, share responsibility for sound and proper stewardship of University resources and finances. University employees shall ensure that they comply with the University’s Conflict of Interest Policy and Procedures prior to undertaking any contractual arrangements.
2. Contractual Considerations
2.1 No person shall negotiate any terms of a contract invoking obligations by, or affecting the rights of the University unless he/she has authority from the appropriate Vice-President to negotiate a contract.
2.2 No person shall enter into any contract invoking obligations by, or affecting the rights of the University unless:
a) the contract has been negotiated, reviewed and approved in accordance with this Policy; and
b) the individual has contract signing authority in accordance with the Schedule of Review and Signing Authority for Contractual Obligations.
2.2 Pre-Conditions to Enter a Contract
Prior to entering into any contractual arrangements, contract signing authorities must assure themselves that all of the following criteria have been met:
a) The contract is in the best interests of the University and accords with the University’s Mission and Strategic Plan.
b) The contract has been reviewed from both a financial and a resources (including but not limited to space considerations) perspective.
c) The contract is operationally feasible and the terms of the contract are financially reasonable to the University.
d) The appropriate unit(s) and/or position(s) has reviewed the contract in accordance with the Schedule of Review and Signing Authority for Contractual Obligations.
e) The contract is in accordance with any legislative or regulatory requirements; policies, guidelines, collective agreements or other obligations of the University.
f) Appropriate consultation has occurred with University administrative and/or academic units which have an interest in the contract.
g) Provision has been made for adequate indemnity, insurance and risk management plans, and other appropriate protections.
h) The contract preserves the intellectual property rights as per the University’s Intellectual Property Policy.
3. Negotiation and Review of Contracts
Only employees with written authorization from the Vice-President (Research) to serve as a Contract Negotiating Authority shall negotiate any research contract or agreement listed under the headings of RESEARCH and IP, MOUs, OTHER in the Schedule of Review and Signing Authority for Contractual Obligations. Employees who wish to have discussions with external parties regarding possible terms and conditions of research-related contracts or agreements are required to contact the Vice-President (Research) to get direction with respect to contract negotiation. The Vice-President (Research) will designate a Contract Negotiating Authority to lead research contract negotiations in cooperation with the employee.
Employees authorized to engage in the drafting of contracts or agreements other than research contracts and agreements listed under the headings of RESEARCH and IP, MOUs, OTHER in the Schedule of Review and Signing Authority for Contractual Obligations shall consult with the appropriate unit(s) and/or position(s) as indicated in the Schedule of Review and Signing Authority for Contractual Obligations prior to the negotiation of a contract with the other contracting party to ensure that the University’s interests are protected. The review of contracts by the unit(s) and/or position(s) noted in the Schedule must be completed prior to the signing of the contract. The Contract Administration Transmittal Summary Form must be completed by the reviewer and forwarded to the appropriate person(s) according to the Schedule. Contract signing authorities have the responsibility to bring any contracts involving unusual or significant risk to the attention of the appropriate Vice-President‘s Office and the Office of the General Counsel prior to signing.
5. Contracts to be Reviewed by the Office of the General Counsel
In addition to the reviews required in the Schedule of Review and Signing Authority for Contractual Obligations, the Office of the General Counsel shall review:
- All contracts including the acquisition or disposition of an interest in lands, regardless of value; or
- All contracts expressly governed by the laws of a jurisdiction other than Newfoundland and Labrador, or subject to the exclusive jurisdiction of a court outside of Newfoundland and Labrador; or
- All contracts containing activities that could result in significant direct or indirect physical harm or other injury to person, property or environment, or impact negatively on the University’s reputation; or
- All contracts not included in the Schedule of Review and Signing Authority for contractual obligations; or
- All non-standard contracts of employment.
If a contract signing authority is uncertain regarding any contract provision, he/she should seek legal advice from the Office of the General Counsel.
The Office of the General Counsel will consult other Units, such as Office of the Chief Risk Officer, Information Access & Privacy Protection (IAPP), as appropriate.
6. Standard, Recurring Contracts
Where a type of contract has been previously approved for use by the Office of the General Counsel, no additional legal advice from the Office is required. However, those with contracting authority should consult the Office of the General Counsel where they wish to amend a term or condition in such contracts. Standard contracts, or contractual terms, adopted for one specific use should never be amended, or terms of one such contract transferred to a different contractual area, without express agreement of the Office of the General Counsel.
7. Contract Authority and Signing
7.1 Where a contract is presented to the signing authority for execution, it shall include the Contract Administration Transmittal Summary Form, including a brief description of the contract and signature indicating that the appropriate reviews have been completed.
7.2 All contracts must be signed by the appropriate authority as outlined in Schedule of Review and Signing Authority for Contractual Obligations and include the printed name of the contract signing authority as well as the date signed.
7.3 Certain University contracts require the use of the University Seal (S. 42, The Memorial University Act). If a request is made for use of the seal outside of the permitted use as noted in the Act, permission should be sought from the Office of the Vice-President (Administration and Finance) or the Registrar, as appropriate.
7.4 Obligations under a contract shall not commence until the contract has been reviewed, approved and signed by the appropriate signing authority(ies), and all pre-commencement obligations have been satisfied.
Those who have authority to bind the University may, in certain circumstances, be able to delegate this authority. All such delegations must be express, written delegations. If there is doubt about the appropriateness of a delegation, advice should be sought from the Office of the General Counsel.
9. Contract Adherence
Once a contract has been approved and appropriately signed, University employees administering the contractual arrangement have a duty to ensure that the University and other contracting parties meet their respective obligations under the contract.
10. Records and Retention
The individual or entity with signing authority shall retain the signed original contract in their files.
Schedule of Review and Signing Authority for Contractual Obligations
Contract Administration Transmittal Summary Form
Conflict of Interest Policy
Research Contracts and Agreements Policy
Information Technology Project Approval Policy
Intellectual Property Policy
The Marine Institute’s “Proposal Development and Contract Review Procedure”
Use of Seal Policy
There are no procedures associated with this policy.
For inquiries related to this policy:
The Office of the General Counsel: 709-864-6481
There is at least one previous version of this policy. Contact the Policy Office to view earlier version(s)