Legal Topics - Contracts

I. Signature Authority on Contracts

Contracts may only be signed by those University officials who have received delegated signature authority from the University’s Board of Trustees. The University’s Senior Vice President for Business and Finance has delegated signature authority for the majority of University contracts. Other delegations include:

Research Agreements: Executive Director of OSURF
Gift Agreements: Vice President for Development
Certain Purchasing Agreements: Director of Purchasing

The Senior Vice President for Business and Finance may delegate signature authority to local units for form agreements that have been reviewed and approved by Legal Affairs. If you would like to request a delegation of signature authority on a routine contract please contact the Office of Legal Affairs.

Failure to ensure that the appropriate signature authority is obtained may result in personal liability for the employees involved in the transaction. If you have any questions regarding whom may sign a contract please contact the Office of Legal Affairs.

II. Types of Contracts

A. Purchasing Contracts

Generally, purchasing contracts are negotiated and administrated by Purchasing in consultation with Legal Affairs. Competitive bid procedures must be conducted for all purchases of goods greater than $25,000 and services greater than $50,000. For more information on the University’s purchasing policies and procedures please see the Purchasing Department’s website at http://www.osupurchasing.com/.

B. Research Agreements

Research Agreements are negotiated and administered by OSURF. For more information please visit OSURF’s website at: http://www1.rf.ohio-state.edu/

C. Gift Agreements

Gift Agreements are generally negotiated and administrated by University Development, however, arrangements in which the donor receives a benefit from the University in return may not be gifts handled by Development. Please contact Legal Affairs if you have questions about the nature of your gift agreement.

D. Construction Agreements

Construction Agreements originate in Facilities, Operation and Development and are then reviewed by Legal Affairs and signed by Business and Finance.

E. Licensing Agreements

Technology Licensing Agreements are reviewed and signed by the Office of Technology Licensing. Trademark Agreements are reviewed and signed by the Office of Trademark and Licensing.

F. All Other Types of Contracts (including but not limited to sales of services, affiliations, sponsorships, performance)

All other agreements must be reviewed by the Office of Legal Affairs prior to being sent to the Office of Business and Finance for signature.

III. Legal Affairs Review and Approval Process

Generally, all contracts signed by the Office of Business and Finance must be reviewed and approved by the Office of Legal Affairs. Requests for legal review should be accompanied by the Contracts Checklist below. It is best to contact the Office of Legal Affairs at the beginning of the contract negotiation process. Departments/ Units must be prepared to make decisions on the business terms of the contract, as well as monitor compliance with the contract throughout its term.

IV. Basic Contract Requirements

A. Signatures:
All University contracts must be in writing and signed by both parties. The University signature must be obtained from the appropriate individual with signature authority for the contract (usually the Senior Vice President for Business and Finance).

B. Contracting Parties:
The contracting party for all University contracts is “The Ohio State University on behalf of _______________ (insert department)”. For example, a contract for the School of Architecture would read “The Ohio State University on behalf of its School of Architecture”.

If the other party is a corporation, organization or other legal entity the contract should include its correct, full legal name and address.

C. Other Basic Terms and Conditions:
All contracts should clearly state the following information:

The name of the parties
The term of the agreement (i.e. the start date and the end date) and, if applicable, procedure for termination
The terms of payment (including amount, timing and to whom payment is made)
That the contract is governed by the laws of the State of Ohio
Signature lines for the appropriate parties

V. Prohibited or Problematic Provisions

The following contract provisions are either prohibited by applicable law or problematic.

A. Indemnification/Hold Harmless: In general, the University as an instrumentality of the State of Ohio can not indemnify or “hold harmless” the other party in a contract. During negotiations every effort should be made to remove these provisions from the contract. If you are unable to remove these provisions, contact the Office of Legal Affairs.

If the agreement contains a clause that the other party will indemnify or hold harmless the University, this clause can not give exclusive control of the defense or settlement of the lawsuit filed again the University to the other party. If the agreement contains such a language, contact the Office of Legal Affairs.

B. Choice of Law/Governing Law/Jurisdiction/Venue: Any provision that calls for the University to submit to any jurisdiction other than the Ohio Court of Claims must be deleted. All contracts should be governed by Ohio law. If you are unable to exclude or modify this provision, contact the Office of Legal Affairs.

C. Confidentiality: As an instrumentality of the State of Ohio, the University is subject to Ohio Public Records laws. As such, any provision that requires the terms of the contract, or specific information obtained during the term of the contract, to be kept confidential must be removed or modified “to the extent permitted by Ohio law.”

D. Insurance: Contract provisions which require the University to maintain certain types or amounts of insurance may be in conflict with the University’s coverage. The treasurers office will need to be consulted on these types of clauses.

E. Arbitration/Mediation: Any provision that requires the University to submit to binding arbitration or mediation should be deleted.

VI. Contract Checklist: PDF Form

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Legal Topics - Contracts