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Scope

This policy outlines the requirements for review of Contracts by the Office of General Counsel and the process for the exemption of certain Contracts and agreements from the requirement for individualized legal review by the Office of General Counsel.

Reason for Policy

The effective administration of Contracts is essential to the operation of the �Ͼ�Ʒ�� System, each of its four campuses, and MU Health Care (collectively referred as “the University”).  The purpose of this policy is to streamline the University’s Contract process and centralize responsibility for low risk contracting decisions with the Contracting Offices. 

Policy Statement

Legal Review of Contracts: The Office of the General Counsel must approve all Contract documents, as required by CRR 10.070.B.5.g, as to legal form only. 

Request for review: Contracts, agreements, and quotes of all types, however titled, including any cooperative agreement, memorandum of agreement (MOA), and/or memorandum of understanding (MOU), must be submitted for review and processing through an authorized UM System, MU Health Care, or other University office(s) responsible for the processing of Contracts (collectively referred to herein as “Contracting Offices”). Contracts must be submitted to the Contracting Offices in such form as may be required by such Contracting Office(s) or by the Office of General Counsel.  Any department originating a Contract is fully responsible for the origination, management, compliance, and funding of its requested Contracts and agreements as set forth in System policies and procedures.   Should such Contracts require additional review or approval, the Contracting Offices responsible for processing Contracts must work with the business unit to seek and obtain such review or approval as required by University policies and procedures.

Exemption of certain Contracts from individualized legal review: The General Counsel or delegee and the Assistant Vice President for Management Services & Director of Risk Management (AVP) together may identify certain categories of Contracts presenting historically low claims risk to be exempt from individualized legal review prior to execution.  The initial criteria for Contracts that will be exempt from individualized legal review is outline in procedures of this policy. 

The Office of General Counsel and the Assistant Vice President for Management & Director of Risk Management will periodically review the criteria and may publish modifications to the procedure to this policy. A copy of each Contract executed without individualized legal review based on an exception must be maintained by the applicable Contracting Office for review by the General Counsel's Office, the Risk and Insurance Management Office, and/or Ethics, Compliance, and Audit Services. 

The Office of General Counsel may exempt Contracts from individualized legal review that are prepared on forms that are approved in writing by the Office of General Counsel for use without individualized legal review. Such exemption from individualized legal review does not affect or eliminate the requirement to follow UM System Procurement policies.

Definitions

Contract - Any written agreement that creates a binding obligation, financial or otherwise, for the University. Contracts or agreements include but are not limited to affiliation agreements, cooperative agreements, easements, grants, intellectual property agreements, interagency contracts, internship agreements, leases, letter agreements, letters of intent, licenses, loans, memoranda of understanding, nondisclosure agreements, professional services agreements, purchase orders, and amendments to any of these types of agreements.

Signature Authority  - Under the University’s Collected Rules and Regulations, all Contracts entered into must be signed by an individual with appropriate delegated authority.

Contracting Offices - Authorized UM System, MU Health Care, or other University office(s) responsible for the processing of contracts (UM System Procurement, Campus Business Service Office, Campus Office of Sponsored Programs, MU Health Care Supply Chain, MU Health System Contracting Office).

Accountabilities

Office of General Counsel and Assistant Vice President for Management & Director of Risk Management: 

• Identify and maintain the contract classes exempt from individualized legal review
• Periodically review forms and the list of Contracts exempt from individualized legal review and publish any modifications as updates to the procedure of this policy. 

Contracting Offices:

• Responsible for determining whether a Contract is exempt from review by the Office of General Counsel in accordance with policy procedure. Each office holds delegated Signature Authority for applicable contracts.

Departments: 

• Department originating a Contract is fully responsible for the origination, management, and funding of its requested Contracts and agreements as set forth in System policies and procedures. 
• Responsible for ensuring compliance with university policies and procedures regarding delegation of authority.

Additional Details

/ums/policies/finance/procurement_authority

/ums/rules/collected_rules/business/ch80/80.010_procurement

Forms

Related Information

History

Procedures

Contracts Classes Exempt from Individualized Legal Review

The following Contracts and agreements will not require individualized legal review by the Office of General Counsel pursuant to CRR 10.070.B.5.g:

(a)Click-through IT Software Contracts
(1) When a department acquires goods or services through a vendor’s website and the vendor’s website contains click-through terms and conditions (online terms and conditions requiring an end user to click “I agree”), the department does not need to submit the terms and conditions for OGC review and approval when all the following criteria apply:
 (i) The department’s purchase is valued under $25,000 for the Contract term;
 (ii) Online terms and condition which do not require signature;
 (iii) DCL1 or DCL2 only data as defined by the University Data Classification System
 (iv) Approved by University Campus IT; and
 (v) Catalogued and available for audit inspection by OGC.
(b) Expense Contracts Under $25,000 for the Contract term with exceptions (this includes all agreements from Business Services, UM System Procurement, MU Health Care Supply Chain and MU Health System Contracting Office
(1) Expense Contracts for purchases of other goods or services with a total expected value at or below $25,000 for the Contract term, except that legal review is required for all expense Contracts related to:
 (i) Purchase, sale, lease/sublease, or license/sublicense of, or granting of naming rights in, any University interest in real property;
 (ii) Performance agreements;
 (iii) Legal services, settlement or release of legal claims or disputes;
 (iv) Financing, refinancing, restructuring or guarantee of debt or granting any security interest;
 (v) The provision of professional clinical or administrative health care services,
 (vi) Construction, improvement, alteration, or repair to buildings or property (provided, however, review is not required for projects using standard forms approved by Facilities Planning and Development);
 (vii) Exchange of or access to DCL3 or DCL4 data as defined by the University Data Classification System;
 (viii) Conflict of Interest Contracts with employees;
 (ix) Granting any interest in University IP;
( x) Investments; and
 (xi) Grants;
 (xii) Charter transportation;
 (xiii) Aviation, including agreements related to drones and skydiving; and
 (xiv) International operations.
(2) Renewals, extensions, or amendments of existing Contracts that change only business terms do not need to be reviewed if the existing Contract was exempt from individualized legal review, unless:
a. The change results in the Contract no longer qualifying as a Contract exempt from individualized legal review.
(c) Sponsored Project Agreements and Grants
(1) Contracts and subContracts using Federal Demonstration Partnership (FDP) forms, provided the standard FDP terms and conditions have not been modified or amended.
(2) Sponsored Project Agreements and Grants with the federal government on official federal government forms.
(3) Sponsored Project Agreements and Grants with Missouri state agencies and political subdivisions.
(4) Amendments, modifications, renewals, and/or extensions to an existing sponsored project/grant agreement when the revision is limited to:
 (i) An extension of the term;
 (ii) A change in the overall cost of the agreement;
 (iii) A non-substantive change; and/or
 (iv) A change to correct clerical error.