Policy on the Review and Approval of Proposed Contracts

Policy Number: 113

Governance and Legal

The permanent link for this policy is: https://policies.northeastern.edu/policy113/

I. Purpose and Scope

This policy provides for the review and approval of agreements entered into by and/or on behalf of Northeastern University. This policy applies to all proposed contracts, as defined below.

II. Definitions

For purposes of this policy,

Contract means any agreement, whether labeled “Contract” or not, between the university and another party or parties that creates an obligation on behalf of the university or a third party to the university (see “Additional Information” below for types of agreements covered by this policy). The other party may be a person, corporation or other entity, including an employee of the university. A contract may or may not involve the payment of money.

Contract Review Procedures means procedures and/or protocols developed from time to time by the Office of the General Counsel in collaboration with one or more departments or divisions of the University for the efficient and centralized legal review and approval of certain contracts and/or the procurement of certain goods and services.

III. Policy

A. Business Review of Contracts

The department or unit initiating any proposed contract shall verify that the contract is accurate with respect to the core business terms (for example, the pricing information or duration of the contract); consistent with the University’s mission and operational requirements; compliant with university policy; and free of requirements with which the university cannot comply. Business terms must be reviewed by and acceptable to the department or unit prior to legal review.

B. Legal Review and Approval of Contracts

Unless otherwise expressly permitted by the Office of the General Counsel, all contracts require legal review and approval by the Office of the General Counsel prior to signature by an authorized University signatory. Unless otherwise expressly permitted by the Office of the General Counsel, such review should follow the relevant contract review procedures.

C. Contract Signature

Contracts should be executed by all parties prior to the commencement of any work under the contract. Pursuant to the Policy on Signature Authority, contracts can only be executed by designated signatories who have been duly authorized by the Board of Trustees.

University employees, students or other individuals who sign documents on behalf of Northeastern University and who do not hold valid signature authority may be subject to disciplinary action up to and including separation from the University. In addition, individuals who are not authorized to sign documents do so at their own legal risk.

IV. Additional Information

Types of documents that may constitute contracts include, but are not limited to: memoranda of understanding/agreement; cooperation agreements; employment agreements; separation agreements; independent contractor agreements; statements of work; purchase orders; purchase agreements; service agreements; riders or addenda to existing contracts; gift agreements, waivers; non-disclosure agreements; certifications; research agreements; promises to pay; promissory notes; settlement agreements; affiliation agreements; material transfer agreements; business agreements; construction agreements; investment agreements; leases; license agreements; professional service agreements; and vendor agreements.