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Legal Affairs

» Academic and Administrative Contract Approval & Legal Review Process

Summary

  • All contracts originating from colleges and academic departments (“Academic Contracts”) require prior approval by the Provost’s Office before submitting the contract to Legal Affairs for review. See the online (Formstack) Academic Contract Request form.

  • After reviewing the Preliminary Steps, below, contracts originating from administrative units can skip the Academic Contract approval process (described in Section I below) and start with Legal Review in Section II.

  • For Academic Contracts, the Provost’s approval is the first step in the Contract review process, and must occur prior to Legal review and signature by the EVP/COO, Harold Hewitt.

  • The Academic Contract approval process will include your Dean and may also include the Vice President for Research, if your Contract is related to research or a grant.

  • Once the Provost approves your Academic Contract, it will automatically be forwarded to Legal Affairs and Risk Management for final review prior to signing, as further described in Section II, below.
  • If your Contract is for a grant proposal or sponsored research, please submit it for approval through Cayuse. IRB approval requests must be submitted through Cayuse IRB. Kindly contact the Office of Research if you have any questions about research related contracts or IRB approvals.

Preliminary Steps Before Submission

  • The most common University template contracts can be found on the Legal Affairs website. Commonly used templates are the Speaker Agreement and the Independent Contractor Agreement (ICA). If you have any questions about which template to use, please contact Legal Affairs. Please check that the hyperlinks embedded in contracts still work.

  • If you are contracting with a speaker from a foreign country, please use the International Speaker/Performer Agreement template (available on Legal Affairs website). International speakers and visitors must also be screened using Visual Compliance. You can contact @Henriquez, Brian or Research Compliance to perform the screening.

  • International visitors who are not U.S. Citizens, Permanent Residents, Refugees, Asylees are required to complete a GLACIER record. There are tax withholding requirements for international visitors. Honorariums paid to international visitors may be subject to a significant tax withholding unless a treaty exception applies. Using the Glacier app, Financial Services can help you determine whether the honorarium is subject to a tax withholding, which should be memorialized in the Agreement with the visitor.

  • If your Contract involves engaging an individual as an independent contractor or consultant on an ICA, please request AB5 review from Human Resources in advance. The AB5 review outcome email from HR should be included to your email to Legal Affairs prior to Contract signing. HR’s review time may take up to three business days.
  • If your Contract includes a software product or service you must separately request an accessibility & security review by IS&T. You will need to submit IS&T’s approval email to Legal Affairs prior to Contract signing.

I. The process for Academic Contract approval:

  • All Academic Contracts must be approved by the Provost.

  • What is an Academic Contract? An “Academic Contract” is a contract originating from an academic department that includes the following types of documents: letters of intent to collaborate, affiliations, advertising, clinical experiences, internships, student activities, research agreements, research subawards, data sharing or licensing, consulting and independent contractor agreements (ICAs), MOU’s, materials transfer agreements, copyright and trademark licensing, hotel agreements, facility rentals, transportation, vendor exhibits, leases, software licenses, library content licenses, catering agreements, faculty placements, equipment rentals and purchases, gifts, filming agreements, liability waivers and releases, services agreements, nondisclosure agreements, travel program agreements, international agreements, classroom and speaker agreements, and publication licenses and agreements.

  • To initiate the Provost’s approval process, please fill out and submit the online (Formstack) Academic Contract Request form.

  • If you have a copy of the proposed Contract, please upload it to the form as requested.

  • If your Contract is related to a research project or a grant, please indicate this as requested on the form.

  • If the Office of Research, your Dean or the Provost have any questions about your submission, they will contact you directly during the review process. Once they approve your Contract, you will receive an approval email and your Contract will be forwarded to Legal Affairs and Risk Management for final review.

  • Once Provost approval is received, Legal Affairs will review the Contract before it is submitted to the EVP/COO for signature. Legal Affairs’ initial review time is approximately 1-3 days (contract negotiation may take additional time). Please proceed to Section II, below.

II. After Contract approval – Legal Review:

  • Legal Affairs, and separately Risk Management, will automatically receive an approval email when your Academic Contract has been approved by your Dean and the Provost. If you did not upload a copy of your Contract in the Formstack request form, please email a copy directly to Legal Affairs.

  • For administrative units, please email your contract review request directly to Legal Affairs and Risk Management at the same time.

  • Legal Affairs’ contract review is necessary to ensure that the scope of work (SOW) and terms & conditions of the Contract meet the University’s legal requirements, are not ambiguous, and are sufficiently described to be enforceable. Please see the Contracts Checklist for University Templates when filling out your Contract template.

  • If any changes to the SOW or terms or conditions of the Contract are needed, Legal Affairs will send redlined edits and comments to the Contract back to you to get the vendor's approval. There may be several rounds of negotiations with the vendor before the Contract can be finalized for signature. Once finalized, Legal Affairs will ask you to obtain the vendor’s signature.

  • Please be patient during the negotiation process. If you already received Academic Contract approval as described in Section I above, you will not need to repeat the approval process.

  • Risk Management (a separate department from Legal Affairs) will also review the Contract to ensure that the University’s insurance requirements will be met. Risk Management’s initial review time is approximately one business day.

  • Just a reminder that only the EVP/COO can sign Chapman contracts. The only exceptions are for (i) Classroom Speaker Agreements under $600, which only require the Speaker’s signature; and (ii) Non-binding academic Letters of Intent or MOUs, which the Provost can sign.

III. Questions about the process?