Office of General Counsel

Contract Review Policies and Process

Contract Overview:  A contract is an agreement that parties enter into with the intent to be bound by the terms of the agreement.  Although certain contracts can be oral, the University requires that all contracts entered into on behalf of the University must be in writing and signed by an authorized signatory of the University. 

Authorized Signers: To see who has delegated authority to sign a contract, see the Delegations of Signature Authority for Contracts Schedule.

Contract Review: All contracts must first be reviewed by one of the authorized reviewing offices before the transaction begins – that is before an item is purchased or sold, the work is to begin, or the service provided – and before the contract is signed on behalf of the University.  Reviewing offices have authority to review contracts provided by the contracting party.  For efficiency and effectiveness purposes, please contact the OGC early in the process or prior to the start of an initiative so that a contract can be drafted well in advance of any start date and that terms can be fully negotiated.

OGC Contract Review and Assessment

Office of the General Counsel (OGC) has primary review of:

  • academic agreements (other than for the purchase of goods and services)
  • affiliation agreements
  • facilities use agreements for use of University facilities
  • gift agreements
  • income/revenue producing agreements
  • leases
  • non-research collaboration agreements
  • publishing agreements
  • purchase and sale agreements

Submission of Request for Review

Requests for review of income/revenue producing contracts must first be submitted to the Provost’s Office for approval and if approved, the Provost’s Office will submit the request to OGC for review or drafting of a contract.

Requests for review of any contracts related to the acquisition, lease, sublease and/or disposal of real estate (this includes licenses, use of Brown owned or leased facilities, and easements) as must first be directed to Real Estate & Strategic Initiatives for consideration and if determined that the transaction fits within the University’s strategic plan, the Real Estate Office will submit the request to the OGC for review or drafting.

All other requests for review or drafting of a contracts by the OGC must be submitted directly to a specific OGC attorney or to the general email account : OGCcontractsadmin@brown.edu

OGC Review

The written contract is a business document that can be legally enforced.  The OGC’s review of a contract or drafting a contract upon request of a department is not an approval of the business terms or authorization to proceed with the transaction. OGC review is to assess that the contract, as written, is legally sufficient - i.e. complies with relevant federal and state laws, policies and procedures, conforms to the University’s expectations, adequately protects the University’s interests and rights, and appropriately allocates risks among the parties.  It is the authorized signatory’s decision whether to enter into the business transaction at the price negotiated. 

In order for OGC to timely review and assess and/or draft a contract, please contact OGC as early as possible to provide adequate time prior to the anticipated start date of the relationship.  All requests to review or draft a contract must be submitted before the work begins and before the contract is signed on behalf of the University with ample time between the time the request is submitted and the contract begins for an informed review that will provide for favorable terms to Brown. 

The Requesting Department

The Requesting Department is responsible for the establishment and approval of the business terms of a contract and any potential risks associated with the relationship/transaction.  Business terms include, but are not limited to, services to be provided, fees, payment term, length of time (start date and end date), and deliverables.  The Requesting Department is expected to negotiate business terms that are favorable to the University and within the budget.  The Requesting Department’s officer with delegated signature authority should be apprised of and agreeable to the proposed business terms, risk management, and relationship and/or transaction. If the University is expending money, the Requesting Department must ensure that it has adequate funds for the purchase. 

Once the Requesting Department completes its review of the business terms and has confirmed that the Requesting Department's officer with delegated signature authority is amenable to the contract, it should submit the contract to the OGC for review through the OGC Contract Request Form or via the OGCcontractsadmin@brown.edu email.

Upon completion of its review, the OGC will either propose recommended changes or indicate that no changes are necessary and send the contract back to the Requesting Department.  Once the OGC has notified the Requesting Department that no changes are necessary, it is the Requesting Department’s responsibility to determine who has authorized signatory delegation and process the contract for signature on behalf of the University. 

Please note that contracts that have been fully executed or that relate to transactions that have already occurred should not be submitted for review.

Templates

In order to simplify the contracts process and so that units can operate at the speed of business, OGC has developed and approved Standard Template Agreements for use by campus offices for routine transactions or relationships. These Agreements should be used whenever possible. Provided there are no changes, there is no requirement to send these contracts to OGC for additional approval. The Requesting Department simply fills out the terms and submits the document through the Brown Contract Management system. If the Requesting Department has the need for a Standard Template Agreement for its frequent use, and one does not exist, a template can be obtained by submitting a request to the appropriate OGC attorney or through the OGCcontractsadmin@brown.edu email.

Other Reviews and Approvals

Certain types of contract clauses may need to be reviewed and approved by other offices on campus prior to OGC review, as follows:

  1. If the proposed contract contains insurance language that requires Brown to provide, or maintain insurance, the Insurance language must be reviewed and approved by the Insurance Office. Any questions will be addressed in the Insurance review process. Please note that the University also has insurance requirement standards for vendors/suppliers that are reviewed as part of the procurement process. Standard insurance categories and limits, event insurance, requests for certificates of insurance and the various insurance policies can be found on the Insurance Office website.
  2. Any contract which grants a third party access to campus information containing Brown data or integrating with Brown IT infrastructure must be approved by the Office of Information Technology's (OIT) Information Security team. Contact OIT Contract Managers, CIS-Contract-Managers@brown.edu, directly with any questions. Turnaround time is generally dependent on the risk classification of the data held in the system. The higher the risk, the more in-depth the review.

Retention and Maintenance of a Contract

Review and signing a contract is simply the start of the contractual transaction or a relationship. The Requesting Department is required to retain the contract so that it can evaluate whether the contract has been satisfied, that payments have been made timely, and that the work has been done to certain standards and is acceptable.  If a contracting party has not performed its end of the bargain, the contracting party may be in breach of the contract and the University may be able to seek damages or other remedies. If there is a potential or actual breach or a dispute about the completion of the contract, please contact OGC has soon as possible to preserve the University’s rights.

Statute of Limitations

A statute of limitations defines the period of time in which a party has to take action against another party.  Generally, the Rhode Island contract statute of limitations for breach of contract actions is ten (10) years, with the ten-year period starting to run when the breach of contract occurs (R.I.G.L. § 9-1-13). The Brown University Record Retention Schedule requires that the Requesting Department retain the contract for that time period. It is best to notify the OGC as soon as possible if there is a breach or a dispute so that it can be timely addressed and memories are the most accurate.