Contracts and Agreements

Contracts and agreements at TWU are classified into four (4) categories:

1. Academic Agreements
2. Procurement Contracts
3. Miscellaneous Agreements
4. TWU Standard Form Agreements

Each contract or agreement is assigned an identification number. Please reference this number when inquiring about the status of your contract or agreement.

Academic Agreements

Academic Agreements are agreements that further the academic mission of TWU and generally do not involve the exchange of money, except for agreements associated with grant funding. There are four (4) general categories of Academic Agreements:

• • Affiliation agreements (both clinical and non-clinical). 
    • These are used to establish a relationship of a continuing nature with an outside academic entity or with a training site.
  • Memoranda of Understanding ("MOUs") or partnership agreements with other educational institutions.
    • These are used to develop collaborative activities related to student or faculty exchange, research, or instruction.
  • Research and sponsored program agreements
  • Data sharing agreements or non-disclosure agreements for academic purposes

The Office of the Executive Vice President for Academic Affairs and Provost (“Academic Affairs”) manages the review of Academic Agreements. To begin the legal sufficiency review process, Requesting Departments must submit their agreements through the Academic Agreements Review Portal. OGC is unable to review agreements that are submitted directly to our office. More information on Academic Agreements and how to submit an Academic Agreement for review may be found on the Academic Agreement Review page.

Procurement Contracts

A Procurement Contract is a legally binding agreement between a buyer and a seller. Typically, these will be contracts that require TWU to pay for a good or service. They do not include contracts related to grant funding; those are considered Academic Agreements.

Examples of Procurement Contracts include, but are not limited to, contracts for the purchase or rental of the following:

• • Software licenses or subscription agreements
  • Event services (e.g., attending conferences)
  • Goods (e.g., equipment, hardware)
  • Services (e.g., maintenance services, professional services, consultants, guest speakers)
  • Interlocal agreements with other Texas agencies

The Procurement Contract review process is managed by TWU’s Procurement and Contract Services Department (“Procurement”). To begin the review process, Requesting Departments must submit a Contract Routing Request ticket using the Contract Routing Review process. Contract submissions sent to Procurement or OGC staff via email will not be accepted.

After receiving all required documentation, Procurement will assist the Requesting Department by making appropriate contact with vendors, negotiation of cost, and contractual specifications. The contract may need approval from all or some of the following: Procurement, Information Technology Solutions (ITS), Risk Management, Digital Accessibility Information Resources, and Data Management. Upon receipt of all necessary approvals required, Procurement will assign the procurement contract to OGC for legal sufficiency review. Vendors will be requested to accept TWU's Standard Contract Addendum, which include mandatory terms and state certifications.

More information on Procurement Services and Contracts, may be found on the Contracts page.  Information regarding the Contract Routing Review may be found on the TWU Service Center.

Miscellaneous Agreements

Miscellaneous Agreements are agreements that do not fall under Academic Agreements or Procurement Contracts. Examples of these agreements include, but are not limited to, the following:

• • Waivers and releases, including student waivers and releases
  • Non-TWU facility usage agreements
  • MOUs and agreements not related to academic affairs, clinical or program affiliations, or research. This typically will include MOUs and agreements requested by TWU departments outside of the Division of Academic Affairs.

Submissions must include all referenced exhibits, attachments, hyperlinked data, schedules, prior executed agreements, and all other relevant documents. All submissions must be in an editable electronic “Word” version rather than a "pdf" version. Please also inform the other party that all edits should be made using the Track Changes feature in Word.

OGC manages the review and processing of Miscellaneous Agreements. Miscellaneous Agreements must be submitted directly to OGC through the TWU Service Center. For questions regarding Miscellaneous Agreements, please contact Izzy Yang, Assistant General Counsel, at jyang9@twu.edu or 940-898-3236.

TWU Standard Form Agreements

TWU Standard Form Agreements ("SFAs") are legal templates that have been created and approved by OGC for Academic Agreements and Procurement Contracts. Using a TWU SFA will likely expedite the review process. If the other party agrees to accept a TWU SFA without any edits or changes, the Academic Affairs or Procurement Offices may be able to process the agreement or contract without requiring that it undergo OGC's legal sufficiency review. If the Requesting Department or the other party requests any edits or changes to a TWU SFA, OGC legal sufficiency review will be required but may be expedited depending on the edits or changes requested.

Academic Affairs manages the review and processing of Academic Agreement SFAs. More information on these types of agreements may be found on the Academic Agreement Review page.

Procurement manages the review and processing of Procurement SFAs. More information on these types of agreements may be found on the Forms and Instructions page or questions may be emailed to TWUContracts@twu.edu.

Responsibilities of the Requesting Department

All Requesting Departments initiating a contract or agreement must determine if they will be able to adhere to the business terms, obligations, and requirements of the contract or agreement prior to submitting it for review and approval. Requesting Departments should review all related documents, including but not limited to, the following:

• • Attachments
  • Exhibits and addendums
  • Externally linked terms and conditions
  • Externally linked data security procedures
  • Externally linked privacy policies
  • Previously executed contracts or agreements with the same vendor or facility

If the Requesting Department disagrees with the business terms, obligations, or requirements of the contract or agreement, then the Requesting Department should use Track Changes in Word to document the issue and propose new language that is acceptable before submitting the contract or agreement for legal sufficiency review. After the Requesting Department determines it is appropriate to proceed with the contract or agreement review process, all relevant and related documents must be submitted to either Academic Affairs for Academic Agreements or to Procurement for Procurement Contracts. These documents should be provided to the appropriate office in a Microsoft Word format.

Failure of a Requesting Department to submit all related documents may result in a delay of OGC’s legal sufficiency review.

Legal Sufficiency Review

OGC’s legal sufficiency review is a critical and required step in the contract and agreement process. Reviewing a contract or agreement for legal sufficiency mitigates legal risks that are associated with contracts and agreements and ensures compliance with state laws and regulations.

During OGC’s legal sufficiency review, OGC will:

• • Review the contract or agreement for legal terms to ensure TWU retains all legal rights as an agency of the State of Texas
  • Add any required clauses which are necessary according to federal or state law, or TWU policy and procedure
  • Determine whether to deem the contract as legally sufficient

During OGC’s legal sufficiency review, OGC may:

• • Provide additional terms and conditions to clearly define the rights and responsibilities of the parties
  • Recommend edits to improve TWU’s position on certain legal clauses
  • Require collaboration with the Requesting Department

During OGC’s legal sufficiency review, OGC will not:

• • Review the business or operational aspects of the contract and all related documents. The Requesting Department is deemed to have read and understood the contract and all ancillary documents.

Negotiations

In the event that OGC recommends changes to proposed contract or agreement terms, these changes must be reviewed and approved by the other party. The negotiation over OGC’s recommended changes can prolong the legal sufficiency review process. The legal sufficiency process is not concluded until OGC and the other party have reached an agreement on the terms of the contract or agreement.

OGC will periodically provide updates to the Requesting Department during the negotiation process. OGC may also request input from the Requesting Department. Other TWU Departments, such as Risk Management, Office of Audit Services, and Information Technology Solutions, may also be consulted.

Signature Authority

Once the parties have finalized the contract or agreement terms, OGC will create an Approved Form which will be sent out for signature by Procurement or Academic Affairs.  Contracts and agreements must only be signed by TWU-authorized signatories, in accordance with the signature authority matrix, as approved by the Chancellor and President of TWU. Only the individual with appropriate delegated authority can execute the contract or agreement on behalf of TWU and bind the university to the terms. The Office of General Counsel cannot modify or waive the signature authority matrix requirements.