Contract AdministrationBusiness Managers MeetingJanuary 11, 2006 Carrick D. Craig Associate General Counsel 2315 Seibert Admin Bldg 387-1900 firstname.lastname@example.org
Contract Administration • A “Contract” is any binding agreement – usually written but can be verbal – from the mundane to the multi-million • Always think: “Do I have the authority to do this?” • If it is not binding – it’s not a contract – for example certain MOU’s • The BOT is the legal entity that governs WMU and only it or its designee can bind the University • Authority to sign has been delegated to: • President, Treasurer, and Assistant Treasurer • Further delegation for specific purposes: • Miller Auditorium • Purchasing and Logistical Services • Athletics • Authority based on use of approved contracts
Contract Administration • If you do not have authority to sign, you may not sign. University and personal liability may attach if you do so and it will subject you to employee discipline as well (up to and including discharge).
Contract Administration Continued • There are standard contracts on the web, such as the independent contractor agreement • Most contracts should be forwarded to Lowell who will review them and determine whether legal review is needed • READ THE CONTRACT FIRST – WHAT DO YOU THINK! • If we are drafting the contract we need to know a few things: • What are the essential terms: • Length of the contract • Compensation and method of payment • Deliverable schedule
Contract Administration Continued • We look for other features too: • Indemnification provisions • Termination clauses • Insurance requirement • Confidentiality clauses • Ownership of intellectual property that results • How to get your contract reviewed: • Do not sit on it – contact Lowell • Who else needs to be in the loop? Which wing of the house is involved? OVPR, IT, etc. • Not all contracts are created equal
Contract Administration Continued • Expect a week to 10 days to review a contract • Longer contracts or those involving large dollars will require more time • Give us some history – what is it for, why is it needed, who has approved the concept, and what the bargaining relationship is • DO NOT SEND IT THE DAY BEFORE YOU NEED IT SIGNED!
Contract Administration Continued • After the contract is signed it is up to ‘you’ to administer it: • B&F and the OGC do not keep copies; • We do not diary dates; • We do not take ownership of the obligations • If there is a problem with the contract – let us know sooner rather than later • The vast majority of times Lowell and I can fix problems, but the sooner we know, the better the chances.