Contract and Agreement Review

Purpose

Texas Woman’s University (TWU) policy requires that certain contracts and agreements be reviewed by the Office of General Counsel prior to commitment, execution, or final action.

At this time, the Office of General Counsel only reviews the legal sufficiency of such contracts and agreements. The individual department initiating a contract or agreement must determine if it can abide by the business terms, obligations, and requirements.

Initiating a Contract (Two Routes)

Most contracts at TWU can be divided into two categories:

1. Procurement Contracts
2. Academic Agreements

Procurement Contracts are contracts that involve the exchange of money (exclusive of contracts to receive or provide grant funding) and are generally for the purchase of goods or services. Some examples of Procurement Contracts include, but are not limited to, contracts for the purchase of software, to pay outside vendors for event services, and some employment contracts. 

The initiation of a Procurement Contract should happen with TWU’s Procurement Office, which may accessed here:https://twu.edu/procurement/contracts/. TWU’s Procurement office will assist TWU departments with making appropriate contact with vendors, negotiation of cost, and contractual specifications. Once the essential terms of the contract have been negotiated between the parties, Procurement will send the contract to OGC for legal review, if necessary. 

Academic Agreements generally do not involve the exchange of money (with the exception of grant funding) and involve agreements to further the academic mission of the University. Some examples of Academic Agreements include, but are not limited to, affiliation agreements memorandums of understanding and partnership agreements with other educational institutions, data sharing agreements, and non-disclosure agreements. The Initiation of Academic Agreements should happened with TWU’s Office of Academic Affairs, which may be accessed here: https://twu.edu/academic-affairs/. 

Additional information for submitting Academic Agreements or Procurement Contracts for review and signature may also be accessed through the TWU Service Center, here: https://servicecenter.twu.edu/TDClient/1956/Portal/Requests/ServiceCatalog?CategoryID=9793

OGC Contract Review Procedure

All Procurement Contracts and Academic Agreements will be submitted to OGC for review by either the Procurement or Academic Affairs department. The only contracts or agreements that should be initiated directly through OGC are contracts that do not fit into one of those two categories or requests for new contracts when there is no existing TWU template and the non-TWU contracting party does not provide a template. The Office of General Counsel does not accept requests for review via email. 

Each contract will be signed an identification number. Please use this number when inquiring about the status of your contract or agreement. 

Legal Sufficiency Review

During legal analysis, OGC will:

• Review the contract or agreement for legal terms to ensure that TWU retains all legal rights as an agency of the State of Texas.
• Determine whether or not to approve the contract as to legal form. OGC does not review the business or operational aspects of the contract and the contract initiator is deemed to have read and understood the contract if no questions are presented with the contract.

During legal analysis, OGC may:

• Provide additional terms and conditions to clearly define the rights and responsibilities of the parties.
• Require collaboration with contract initiator.

If the non-TWU contracting party has provided their template, the OGC will only use their template as a starting point for the negotiation of legal issues.

Contract Negotiation and Revisions

If there are revisions to the contract or agreement, OGC will make proposed edits using Track Changes in Word and return the revised contract to the contract initiator. The initiating department should forward the revised contract to the non-TWU contracting party for their review and approval of OGC’s edits. If approved, the outside party may accept the revisions, sign and return the revised contract to the initiator who will then return the copy signed by the non-TWU contracting party to OGC via the appropriate workflow system. OGC will then mark the contract or agreement “Approved as to Legal Form” and forward it to the proper authority for execution.

If the outside party has additional revisions, their revisions must be forwarded back to the OGC for review and approval. If OGC approves the outside party’s revisions, OGC will mark the contract or agreement “Approved as to Legal Form” and forward it to the proper authority for execution.

Contracts That Do Not Need OGC Review

OGC is not required to review any contracts or agreements that are on a pre-approved TWU Standard Form Template, so long as the non-TWU contracting party does not request edits beyond filling in required information. OGC is not required to review recurring contracts or agreements or renewals of existing contracts or agreements, unless changes are requested by either party.