Contract Review Guidelines for SHU Employees

1. Process & Policy Statement

The following is the Sacred Heart University (“SHU”) contract review process and policy.  

SHU representatives have the authority to sign contracts on behalf of SHU pursuant to: (1) A resolution by SHU’s Board of Trustees; or (2) A valid delegation of authority from either the SHU President or the Board of Trustees.

This Process and Policy Statement ensures that all legal agreements obligating SHU and its resources are properly reviewed and approved by the Office of the General Counsel.

2. SHU Contract Review Process

A contract is any legally enforceable agreement whether it is entitled “contract” or not. An agreement can be binding even when no financial transaction takes place. Examples of contracts include lecture or performance agreements, affiliation agreements, memoranda of understanding, and service contracts, to name a few. All SHU contracts must be in writing.

SHU’s accurate legal name for all legal documents is: Sacred Heart University, Inc., a Connecticut non-stock corporation.

2.1 Contracts Requiring Legal Review

Generally, contracts to which SHU is a party must be reviewed and approved by the Office of the General Counsel prior to signing because entering into a contract has legal implications for SHU. SHU administrators, faculty, and staff who enter into unauthorized agreements on behalf of SHU may be subject to disciplinary action up to and including termination.

2.2 Initial Review by Initiating Department

Initial review by the initiating internal department must focus on the contract’s business terms and conditions. The initiating SHU department must determine what terms it is able and not able to agree to, and what terms must be negotiated with the other party. It is your responsibility to negotiate business terms. Some items to consider when negotiating business terms and conditions are:

  • Whether the contract contains clearly defined terms (e.g., effective date, length in years, price, and delivery)? Note that automatic renewal language in SHU contracts is generally frowned upon; any new term should be negotiated well before its expiration by the initiating department.
  • Are the contract terms and conditions, including duties of the parties, clearly defined, measurable and acceptable? Can the initiating department meet its obligations under the contract parameters?
  • Does the SHU division, college, department, or unit have the necessary funds and resources?
  • Is the contract appropriate?  Does it serve SHU’s mission, vision and responsibilities?
  • Are the services to be provided to SHU of high quality and of reasonable cost?
  • Does the contract accurately capture the entire understanding of the parties, without the support of any additional oral promises not included in the “four corners” of the written contract?
  • Has the SHU initiating department representative read and fully understood the terms and conditions of the contract?

2.3 Legal Review by The Office of the General Counsel

Following review by the initiating department, and once the contract terms are fully agreed upon by SHU and the other party, one will next need to fully complete the Contract Review Request Form and submit it along with the draft contract to the contract review mailbox at legalreview@sacredheart.edu. 

The Contract Review Request Form provides key information to the Office of the General Counsel for its review of the contract and confirms that all necessary business pieces and internal approvals are present. The specifics of these integral next steps are as follows:

  • Agreements are reviewed on a first come, first served basis.
  • A Word version of the contract must be sent to the legal review email box along with the Contract Review Request Form. The email account is monitored daily by the Office of the General Counsel.
  • Contract review normally takes five (5) business days from the date of receipt depending upon the volume of legal requests already pending review at the time of submission. In instances where a contract requires complex negotiations, a revised contract must be drafted and submitted, or if there is a signing deadline one is encouraged to include the Office of the General Counsel in the process as early as possible. Being proactive ensures the best outcomes!
  • If one needs the Office of the General Counsel to draft a contract for their department, additional time will be required -- so plan accordingly.
  • The legal review process will not be compromised because of avoidable time concerns/constraints.

Request for Contract Review Form

Contract Review Flowchart

A thorough and thoughtful contract review by the Office of the General Counsel ensures that SHU abides by all applicable laws, is operating in accordance with Board of Trustee policies and procedures, and does not inadvertently agree to prohibited or imbalanced terms. It is extremely important for the initiating department representative to understand that the legal review process determines the validity of a contract; not whether the contract is reasonable from a business perspective. The decision to enter into any contract is the responsibility of the initiating department in consultation with its divisional Vice President and after all applicable SHU approvals are obtained.

The Office of the General Counsel representative will thereafter forward any contract it deems relevant to the Director of Risk Management for review of insurance and indemnification language. After each proposed contract has been fully reviewed and if there are no modifications, it will be returned to the requesting department with the necessary legal stamp indicating that the contract is “approved as to legal form” which means that the signing authorities may sign the contract. “Approved as to legal form” does not mean the purchase of goods or services has been approved by the Office of the General Counsel. It means that the requirements as to process and the form of a document have been complied with based on the information provided to the attorney giving their approval as to legal form.

Should the contract require certain legal language changes with respect to non-business terms to protect SHU’s legal interests, or if the reviewer has language suggestions, the modifications will be communicated to the initiating department’s appropriate representative by the Office of the General Counsel. In the first attempt, the SHU initiating party should then re-enter discussion with the other party to try to reach agreement on the new terms/corrections. If the SHU initiating party cannot reach agreement on new terms or language, the Office of the General Counsel will assume negotiations.  

After the other party agrees to all of SHU’s necessary legal modifications, the contract will then receive a legal stamp from the Office of the General Counsel indicating that the contract is “approved as to legal form” and the signing authorities may sign the contract. If the signing authority chooses to move forward without the approval of the Office of the General Counsel, notice will be given to the signing authority that the signing of the contract is against the Office of the General Counsel’s legal advice.

2.4 Exemptions to Contract Review Process

The following types of contracts are exempt from the legal contract review process:

  • (a) All routine purchase orders, bills of sale, and invoices that do not contain any terms and conditions; and
  • (b) Pre-approved and unmodified standard SHU contract/agreement templates -- unless modifications to the terms and conditions are needed (Note: Such templates must not be used inappropriately; for example, a service agreement may not be used to enter into a contract with providers of supplies); and
  • (c) The SHU Information Technology Department (IT) must review and approve all contracts that: (i) require IT technical support or resources; (ii) include software of any kind (e.g., SAS, Hosted, Cloud); (iii) require a server or another IT component; or (iv) store or integrate data with any system(s).

The exemption from legal review and approval does not exempt contracts from any other required and applicable SHU approvals including Business Office review.

3. Signatory Authority

Only authorized individuals may sign contracts on SHU’s behalf. The appropriate signatory authority depends on the contract value and type.

Due to the fact that signing values change, one is urged to access SharePoint for the most current Signature Authorization Limits information.

4. Conflicts of Interest

It is the responsibility of all SHU officials to ensure that they do not knowingly sign a contract that does, or may, present a conflict of interest as defined in the SHU Code of Business Conduct & Ethics Policy. SHU officials must exercise their judgment and authority in a manner consistent with SHU conflict of interest policies. If a conflict arises, the SHU official must disclose said conflict promptly to their supervisor before entering into any contract negotiations and recuse themself from contract negotiations or review. In such an instance, the supervisor will assume responsibility for the contract or appointment a different official to be responsible for said contract.

Questions regarding SHU’s conflict of interest policies may be directed to the Office of the General Counsel or to the Vice President of Human Resources.

5. Disclaimer & Questions

The Office of the General Counsel reserves the right to amend or modify the Contract Review Process and Policy as appropriate. It is the responsibility of all SHU personnel to be familiar with these policies and procedures. In all circumstances, the Office of the General Counsel has final authority with respect to all University contracts.

Questions regarding the Contract Review Process & Policy, contract negotiation basics, or general contract questions should be directed to the Office of the General Counsel. We are here to help!