Contract Review and Approval Policy

This Contract Review and Approval Policy (“Policy”) applies to any type of contractual agreement that obligates the University to provide or receive payments, services, goods, gifts or use of Arcadia University property, facilities or other resources, to or from a vendor or third party. Each contract is subject to this Policy regardless of whether it has been drafted by the University or a third party.

This Policy applies to all members of the University community.

The University enters into contractual agreements each year with third parties that involve a wide array of activities. The purpose of this Policy is to establish the protocol that members of the University must follow before entering into contracts that are intended to be binding upon the University.

The University will only be bound by written contracts that have been reviewed and approved in accordance with this Policy, and that have been executed by University officials who have specific contract signature authority under the University’s Contract Signing Authority Policy. No officer or member of the University community has the authority to sign contracts on behalf of the University or any program, department, or division of the University in the absence of a formal written delegation of authority. Any contractual agreement binding the University, regardless of dollar amount, must be reviewed and approved in writing by the Office of General Counsel prior to execution by University personnel, unless that type of contractual agreement has been specifically excluded from the contract review process, at the sole discretion of the Office of General Counsel. In that event, notice of the types of contracts that are not subject to review will be communicated to the University community. 

Any amendment or revision to an existing contractual agreement must also be reviewed and approved in writing by the Office of General Counsel. In addition, while a contract may appear not to bind the University to financial obligations (e.g., the contract is for services or equipment provided without charge to the University), there may be substantial financial obligations or liabilities inherent in the arrangement (e.g., indemnification and insurance obligations in the event of an injury to persons or damage to property).   Except where a specific written exception applies, the following requirements apply to all Contracts. If, after reviewing this Policy, you are uncertain about the review and approval process or requirements for a particular type of Contract, contact the Office of General Counsel.

Contract Originators are responsible for conducting a preliminary review of proposed Contracts. Prior to submitting a Contract for required review and approval as described below, the Contract Originator must, in addition to obtaining approval to move forward from the Vice President of the unit involved, read the entire document to confirm that the Contract is clear and consistent; is complete and accurately reflects the intentions of the parties; is consistent with the University’s mission and is in the best interests of the University; and does not contain requirements with which the University cannot comply.

Contracts between student organizations or residence hall facilities and outside individuals or entities (such as bands, speakers, transportation companies, off-campus facilities, etc.) require a non-student Contract Originator. The Contract Originator is responsible for the preliminary review of such Contracts. The University will not assume liability for Contracts entered into by student organizations or residence hall facilities that do not comply with this Policy.

Following preliminary review by the Contract Originator, all Contracts must undergo further administrative review and approval as set forth in the Contract Review and Approval Procedures.

The governance documents of the University specify that the President is authorized to enter into Contracts between the University and another party. The President, however, is permitted to delegate this responsibility to appropriate financial or academic University officials. All delegations of signature authority must be in accordance with the Contract Signing Authority Policy.

No officer or member of the University community has the authority to sign contracts on behalf of the University unless they have been delegated signature authority in accordance with the Contract Signing Authority Policy. Contracts signed by officers or employees without documented signature authority may be deemed unenforceable. Individuals in such circumstances may be personally liable for the obligations assumed under such Contracts and may be subject to disciplinary action up to and including termination of employment. The Department Chair, Vice President, or other supervisor is responsible for communicating this Policy to all staff members and for enforcing its requirements.

All fully executed contracts must be maintained in the Office of the Contract Originator and must be maintained for the period required by applicable law. In addition, all fully executed Contracts should be forwarded to the Office of General Counsel.

All University employees must abide by the Conflict of Interest Policy for Faculty, Staff, Independent Contractors, and Volunteers and the Conflict of Interest Policy for Trustees and Senior Administrators in the course of negotiating, reviewing, and approving Contracts.

Contract means any agreement between two or more parties that creates a legally binding obligation or right. A Contract may or may not involve the payment of money. This Policy applies to any document that obligates the University, irrespective of the terminology used to describe that document. The types of documents that constitute contracts may include, but may not be limited to: academic agreements; affiliation agreements; agreements of sale; agreements with software consultants; SaaS agreements, agreements for computer hardware services; agreements for telecommunication services; agreements with temporary employment agencies; assignments; business agreements; construction contracts; contracts with vendors for the purchase of materials, equipment, or services; deeds; financing agreements; independent contractor pr service agreements; consultant agreements; leases; memoranda of understanding; memoranda of agreement; click-through (or click-wrap) agreements or terms and conditions found on a website; letter agreements; letters of intent; non-disclosure agreements; procurement agreements; license agreements; promises to pay; promissory notes; purchase orders; riders; amendments or addenda to existing Contracts; separation agreements; settlement agreements; and waivers.

Contract Originator means the individual appointed by the unit Vice President who proposes to enter into contract negotiations with a non-University individual or entity. Contract Originators must be University employees.

University refers to Arcadia University, its colleges, schools, affiliates, divisions, and subsidiaries.

This Policy is effective on the date that it is signed by the President.

May 18, 2015, revised November 17, 2023.