All contracts, agreements, leases or other legal instruments binding the University or any of its components, or modifications to such, must be reviewed by the Office of General Counsel.
No officer or member of the University community may sign or otherwise execute a contract that binds the University or its subunits unless they have been delegated signature authority as outlined in the Contract Approval and Signature Authority Policy. Contracts signed by officers or employees without written signature authority may be deemed void.
Although OGC will review all contracts and agreements, most go through a workflow that makes the legal review and signature more efficient and easier for the client. In most cases, there is no need to send your agreement directly to OGC if they are coordinated through the procurement systems or MOU workflow. Regardless of how you seek OGC review and approval of your agreement, do not hesitate to reach out to us to seek assistance with any proposed agreement.
Termination of Contracts or Agreements: Seek OGC consultation any time you anticipate terminating a contract or agreement. OGC will review the contract or agreement to ensure that there is a proper legal basis for termination and we notify the vendor in accordance with the agreement.
Procurement of Goods and Services
If you are trying to procure goods or services that require some financial obligation from the University, your first step will be through Catholic University Procurement. As part of the contracting process led by the talented Procurement Team, the Office of the General Counsel will review the contract. Procurement has template agreements, developed in conjunction with OGC, to assist you in framing your agreement with a vendor. Utilizing these templates will greatly expedite the procurement process.
Contracts for Independent Contractors will be reviewed by the General Counsel through the procurement process. In addition, these agreements will be reviewed by Human Resources
Repository for Contracts: All contracts that are executed through the procurement system will be retained by Procurement. Ensuring compliance with the agreement by the Vendor is the responsibility of the sponsor of the agreement.
Memorandum of Understanding or Affiliation Agreements
If you are seeking to establish a relationship with another institution or organization for purposes of internships, research, or other education related activities and there are no financial obligations created in the agreement, your first stop will be the Provost’s MOU workflow. The Office of General Counsel works directly with the Provost Office to review these agreements as part of the workflow. The most efficient way to proceed is to load the agreement into the workflow and the agreement will be reviewed by the OGC. If you need help getting started here are a couple templates for affiliation agreements that are commonly used. You can reach out to the Office of General Counsel if you need assistance framing an agreement as we have templates we can share.
Repository of Affiliation Agreements: The Provost is the repository of these agreements so all signed and executed affiliation agreements must be uploaded through the Provost MOU workflow. The department executing the agreement is responsible for compliance with the agreement.
Waivers and/or releases of liability (“releases”) are legal agreements designed to transfer responsibility for injuries and property damage from one party to another. Waivers or releases may serve to inform participants of the risk and possible repercussions of an activity and seek to document the participant’s acknowledgement of the risks assumed when they participate. Other kinds of releases simply seek the participant’s informed consent, such as a photo release which gives the University permission to use the image of the signatory.
A properly administered release may protect Catholic University and its employees from legal liability for injuries or any future claim to a violation of rights that occur to students or other individuals who participate in University activities on and off campus. Activities that occur as part of a class typically do not require a waiver or release. But if your department or program sponsors student activities that involve risks of injury or damage to property and you do not use a release, you may be missing an opportunity to inform participants about the risks associated with an activity or event and you may be unnecessarily exposing the University to costly claims or lawsuits. Although releases are primarily legal tools, they also serve an educational purpose by making participants aware of potential risks which may be necessary to avoid preventable accidents and subsequent litigation.
Please reach out to OGC for advice on when a waiver or release is appropriate.
Repository of these waivers: The department sponsoring the activity must keep signed releases for at least three years after the activity ends.
Faculty Appointments or Employment Contracts
The Provost and Human Resources will have the lead in negotiating and finalizing employment contracts or faculty appointments. Supervisors may reach out to OGC if you have questions on how best to structure an employment relationship with a potential employee. OGC will work with HR and the Provost in order to draft employment contracts for certain employees if required. No offer of employment should be made without coordination with Human Resources and the Provost.
Repository of these Leases: Human Resources and the Provost will retain any employment contracts or faculty appointments.
OGC will review all Leases at Catholic University. This includes both leases of off-campus space from third parties, and leases of space in CUA facilities to third parties. Both types of leases MUST be coordinated through OGC and Facilities. Please reach out to OGC for assistance in these matters.
Equipment leases should also be coordinated through OGC.
Repository of these Leases: Facilities will maintain all leases in which the University is leasing space.
OGC has built numerous example waivers, agreements, and program guidance in order to assist employees who run summer camps. This camp guidance is geared towards assisting administrators to run safe and rewarding summer camps for minors.
If you are involved with the summer camps as a coordinator, counselor or instructor, you are required to complete the United Educators protection of minors training. Please reach out to Andrea Daniels in HR for details.
Even though we have addressed virtually all types of agreements, I am certain there is someone, someplace, with a unique requirement so do not hesitate to call us for advice!