Βι¶ΉΣ³»­

Contracts

A contract is an agreement between two or more persons (or entities), which creates an obligation to do or not to do a particular thing. It's essential components are competent parties (persons or entities legally capable of contracting), subject matter (the purpose of the contract), a legal consideration (the inducement to contract, usually money or something of value, but also including mere promises to perform something or refrain from doing something), mutuality of agreement (all parties must voluntarily enter into the contract), and mutuality of obligation (all parties are obligated to do something or no to do something they otherwise have a right to do).

Labels do not control whether a contract exists or not. The following, which are not meant to be all-inclusive, are all contracts if they constitute an agreement between two or more persons that creates an obligation to do or not to do a particular thing:

  • contract;
  • agreement;
  • lease;
  • rental agreement;
  • letter of intent;
  • memorandum of agreement;
  • memorandum of understanding;
  • employee separation agreement;
  • facility use agreement;
  • education affiliation agreement;
  • purchase order;
  • grant;
  • grant agreement.

Who is authorized to sign contracts on behalf of the University?

requires that contracts must be entered into in the name of the Board of Regents of the Βι¶ΉΣ³»­ System of Higher Education, on behalf of the Βι¶ΉΣ³»­. The Chancellor is the contracting officer vested with authority to sign contracts on behalf of the Board of Regents, with certain exceptions that are reserved for approval of the Board.

In the NSHE Procedures and Guidelines Manual, Chapter 5, Section 3, the Chancellor has delegated signature authority for certain contracts to the presidents of the NSHE institutions or to the presidents’ designee. The President of the Βι¶ΉΣ³»­ has delegated signature or approval authority to certain university officers in order to facilitate the timely execution of business processes. Individual employees should not sign contracts on behalf of the University unless they have received an express delegation of authority. Any contract signed in violation of applicable policies is void and of no effect.

Requesting OGC review of contracts

  1. Contracts subject to review

All contracts must be forwarded to University administration for review and signature as specified by the University Administrative Manual 503. Additionally, the following contracts must be reviewed by the Office of General Counsel (OGC) prior to signature:

  • All contracts requiring Board of Regents or Chancellor approval or signature, including any amendments;
  • All contracts requiring the approval or signature of the University president;
  • Template contracts that have been modified or altered from their approved form, including the following agreements:
    • athletic contests agreements
    • educational affiliation agreements
    • internship or clinical placement agreements
    • international partnership or exchange agreements
    • fee for service agreements
    • use of space agreements
  • Contracts that include an indemnity or insurance provision that does not comply with NSHE policy;
  • Design and construction contracts valued at or above $25,000;
  • All contracts required to be reviewed by OGC by applicable policy and/or pursuant to a written delegation of authority; and
  • All other contracts which, in the judgment of the approving authority, have such a serious political, social, or financial impact on the University or public, that review is appropriate.

Contracts which are not required to be submitted for OGC review may be submitted at the discretion of the submitting party and/or approving authority.

  1. Contract review process

The following outlines the process for submitting contracts to the OGC for legal review. Please follow these steps carefully to ensure a smooth and timely review.

  1. Before submitting a contract to the OGC for legal review, the submitting department (and end-user, if different) is responsible for:
    • Reading the entire contract: Thoroughly review the contract in its entirety to ensure that you understand all terms and provisions, and that it aligns with the department’s goals and objectives. Pay attention to all clauses, including those related to payment, deliverables, timelines, and dispute resolution; and
    • Confirming the business terms: Verify the business points, such as pricing, deliverables, or performance metrics, with the appropriate internal stakeholders. These terms are not typically within the scope of OGC's review.
  2. The OGC’s review of a contract, or our drafting of a contract upon request of a department, is not an approval of the business terms or an authorization to proceed with the transaction. The purpose of OGC’s review is to ensure that the contract is legally sufficient, including an assessment whether the contract:
    • Complies with relevant federal and state laws, as well as NSHE and University policies and procedures;
    • Conforms to the University’s expectations and standards;
    • Adequately protects the University’s legal interests and rights; and
    • Appropriately allocates risks between the parties.

      It is the approving authority’s decision whether to proceed with the business transaction, including the negotiated price and terms. The OGC’s review does not extend to approving the business arrangement itself, but ensures that the contract is legally sound.

  3. To submit a contract to the OGC for review, please follow these steps:
    • Download and complete the following routing documents
    • Send the completed contract (including all attachments and routing sheets) to the OGC at:
      OGCcontracts@unr.edu
      • If you are already working with an OGC attorney on the same contract, please copy that attorney on the email. Please do not send the contract only to the attorney you are already working with.
    • If you are submitting a draft of the contract, ensure it is in an editable format, such as a Word document. If you receive a contract from a third-party in a non-editable format (e.g., PDF), please request that the contract be sent to you in an editable format to facilitate a more efficient review.
  4. Timing of Review: The OGC strives to conduct contract reviews on a timely basis. However, when submitting a contract for review, whenever possible, please allow a reasonable period of time for review. Review timelines can be affected by various factors, including, whether the contract requires negotiation with the other party, office workload, and whether the contract is submitted during peak times (e.g., at the beginning or end of academic terms).
    • If the request is urgent, please clearly notify the OGC when submitting the contract. While we generally review contracts in the order they are received, we will try to accommodate rush requests when there is a justified need. Please note that expedited review may require flexibility in timelines.
    • If necessary, you may inquire about the status of a contract being reviewed by emailing OGCcontracts@unr.edu.
  5. Upon receipt, the contract will be assigned to an attorney for review, who will conduct the legal review and return any comments or suggested revisions. If necessary, this may involve negotiations with the other party to reach an agreement that meets both legal and business requirements.
  6. Once the contract has been reviewed and approved by each party:
    • Prepare final documents: Ensure the final version of the contract, including all exhibits and attachments, is complete and accurate.
    • Submit for routing: Send the finalized contract along with all required routing sheets to OGCcontracts@unr.edu and we will route for final approval and signature.
      • If the contract is an amendment to an existing contract, the combined routing package must include a copy of the underlying contract.
  7. Once the contract has been signed by all parties:
    • The submitting department is responsible for retaining the contract and any related documents in accordance with the .
    • The submitting department must also monitor compliance with the terms of the contract throughout its duration.

Disclaimer

These procedures are intended to provide general information about the contract review process. They do not constitute specific legal advice for any particular situation. Please do not rely on this information as a substitute for legal advice. If you need legal advice or have specific legal questions, please contact the OGC.