Negotiating and Execution of Contracts


In December 2007, Augusta University revised its procedures regarding negotiating and executing contracts. The text of the revised policy can be found in the Administrative Policy Library,under Legal Office 6.0 Negotiation and Execution of Contracts.” We have set out a brief overview of the revised policy below.

Negotiating and Drafting the Contract

Primary responsibility for negotiating and drafting a contract lies with the office/department/department that will ultimately manage the contract. If the contract may affect another Augusta University unit, that unit should be made aware of the potential contract and its input solicited. Because the language of a contract will govern the interpretation of the contract should a dispute arise, it is extremely important that the contract's terms and conditions be written as clearly as possible. Attachment A to the Policy discusses several items that may appear in contracts, such as confidentiality, damages, indemnification, and intellectual property. The Office of Legal Affairs is available to assist and participate in contract negotiations and the drafting process.

Routing the Contract for Necessary Approvals and Execution

Once a contract has been negotiated and reduced to writing, it must be routed within Augusta University to obtain the necessary approvals and signatures. Before a contract can be submitted for execution, it must be approved by the department chair/office head and corresponding dean/vice president. In addition, certain contracts must be routed to specific Augusta University divisions/offices for review. For example, the Division of Sponsored Program Administration will review sponsored agreements, the Office of the Controller will review other revenue producing contracts (excluding certain departmental sales transactions), and the Division of Information Technology Support and Services will review contracts impacting information technology. Signatures reflecting such approval/review will be collected on a new “Contract Routing And Approval Form,” which can be found at Contract Routing and Approval Form

After the necessary approval signatures are obtained, all contracts will be sent to the Office of Legal Affairs for final review. Once our office has signed off, the contract will be submitted to the appropriate Augusta University official for execution signature. Please remember that all contracts to which Augusta University is a party must be signed by an Augusta University official with the appropriate signatory authority. A list of Augusta University officials who have been given delegated authority by the President to sign contracts on the President's behalf may be obtained from the Office of Legal Affairs.

Post-Execution

The Augusta University official who signs the contract for execution is responsible for returning all signed originals of the contract to the Office of Legal Affairs, which will be responsible for storing Augusta University's original contract. The Office of Legal Affairs will return the second signed original to the department/office which initiated the contract; that department/office will be responsible for sending the second signed original to the other contracting party. The Office of Legal Affairs will make a paper copy or an electronic image of the original signed contract available to the initiating department/office, the Augusta University official who signed the contract, and Augusta University units with a need to see the contract.