Contract Review and Approval Policy

I.  EFFECTIVE DATE

03/12/2024 

II. LAST REVISION DATE

N/A 

III. RESPONSIBLE PARTY

Office of Procurement and Payment Services 

IV. SCOPE

All University employees are subject to this Policy.   

V. PURPOSE

This Policy defines the general process for review and approval of contracts before execution by an authorized Signatory Authority.   

VI. POLICY STATEMENT 

To support Marymount University’s (“University’s”) educational, research, and business operations, it is at times necessary to enter into contracts with other entities. Well-drafted contracts clarify and define the agreement between the parties and protect against unnecessary risks to the University’s resources and reputation.  Employment agreements and faculty contracts are not covered under this Policy, and questions about those types of contracts should be directed to Human Resources.   

VII. DEFINITIONS 

Contract 

A contract is an agreement between Marymount University and a third-party, intended to have legal effect or be otherwise recognized at law. A contract involves two or more parties and contains essential terms that reflect their respective mutual obligations and the existence of valid and sufficient “legal consideration,” meaning that something of value is exchanged between the parties. A contract may also be referred to as an agreement, memorandum of understanding, release, waiver, license, or lease. 

Signatory Authority 

Signatory Authority means individuals identified in the Signatory Authority Policy who are authorized, within the scope of their authority, to approve, execute, and acknowledge, on behalf of the University, all contracts that they determine to be necessary or appropriate to carry out University business. 

VIII. POLICY 

A. Initial Review by Initiating Department

1. Prior to submitting a proposed contract for the University’s approval, the initiating department must conduct its own review of the proposed contract.  The review should focus on the business implications of the terms and conditions of the contract.  
2. Once the initial review is complete, the initiating department must submit the proposed contract for approval to the following University office based on the type of contract:

1. 1. Office of Procurement and Payment Services:  Contracts related to the acquisition of goods and services.  Examples include professional services agreements, purchase orders, software license agreements, and leases of movable property, such as tools, equipment, and vehicles. 
   2. Office of the Provost:  Contracts related to affiliations, partnerships, or other cooperative relationships with educational institutions, government agencies, and private organizations for local and international programs in support of academic initiatives and community outreach with a focus on academic programs, faculty research, and student exchanges. Examples include memoranda of agreement with other educational institutions or governmental entities, agreements related to study abroad programs, online education partnership agreements, articulation agreements, affiliation agreements, student or faculty exchange program agreements, experiential learning opportunities agreements, student internship agreements, and clinical placement agreements. 
   3. Office of Sponsored Programs:  Contracts related to grants and contracts with private or governmental sponsors that support University research, scholarship, teaching, or creative activity. This includes non-disclosure agreements and teaming agreements related to proposal submissions and Interagency Personnel Agreements with federal government agencies. 
   4. Office of University Advancement: Contracts related to gifts and bequests to the University, the naming of buildings or other University spaces, and the establishment of endowed or non-endowed funds. 

3. Each of the above-identified University offices may establish additional procedures for an initiating department to follow when submitting a proposed contract for approval.  

B. General Requirements Applicable to all Contracts 

1. Contracts can be signed only by an authorized Signatory Authority as defined in the Signatory Authority Policy.

1. 1. The performance of work, ordering of goods, contracting of services or other activities related to a contract must not begin before the review and approval and signing of a contract as set forth in this Policy, unless authorized by the relevant Signatory Authority.   
   2. All contracts must identify Marymount University as the contracting party. Individual colleges, schools, departments, offices, student organizations and/or individuals may not be named as parties to the contract but may be referenced in the body of the contract. The official Marymount University address is 2807 North Glebe Road, Arlington, VA 22207.   
   3. No contract may be executed by the University unless it has been subject to a review and approval process that conforms with this Policy and is managed by the applicable University office identified in Section VIII A(2) of this Policy who is accountable for the following requirements: 

• • • the necessary review and approval have been completed and appropriately documented; 
    • the contract language is accurate, complete, reflects the parties’ negotiations, and is sufficiently clear so that the University’s obligations are easily understood;  
    • the contract is fiscally prudent and meets programmatic needs and University mission and operational requirements;  
    • the initiating department can furnish services, materials, funds, or other resources to carry out the University’s obligations of the contract and the contract is in the best interests of the University;  
    • risks have been identified and effectively managed or mitigated;  
    • the terms of the contract, as well as the context within which it was initiated and negotiated, conform to the University’s Conflict of Interest Policy and all other University policies and procedures, and applicable local, state, and federal laws; 
    • the contract does not conflict with existing University contracts; and 
    • specialized review has been conducted when relevant, such as that performed by the Office of General Counsel, Office of Risk Management, and Information Technology Services.   

C.  Review by Signatory Authority Before Contract Execution 

Once the reviews and approvals have been obtained under this Policy, the contract may be submitted to the authorized Signatory Authority for review, approval, and execution in accordance with the Signatory Authority Policy. 

D.  Contract Retention 

The original or appropriate copy of a fully executed contract and supporting documentation of review and approval must be maintained by the applicable University office identified in Section A(2) of this Policy. The initiating department is also responsible for maintaining copies of such contracts in its own files. 

E.  Compliance and Enforcement 

Failure to enforce the requirements set forth in this Policy may expose the University to financial loss, legal actions, and claims of breach of contract or default. Further, the University does not recognize contracts signed by University employees or agents as binding on the University unless the employee is an authorized Signatory Authority. Employees who sign a contract without authority properly delegated pursuant to the Signatory Authority Policy may be personally liable under the contract and may be subject to University disciplinary action, up to and including termination of employment.