Pol-University Contract Review and Approval and Signature Authority — Policy and Procedure Library (2024)

Pursuant to the rights granted to it by the laws of the Commonwealth of Kentucky, the University of Louisville Board of Trustees has authorized the president of the University of Louisville to enter into Contracts and to authorize payments on behalf of the University. The board and the president, as applicable, have further delegated authority to certain other officers and employees of the University to enter into designated types of Contracts of the University, each as prescribed pursuant to written resolutions and/or delegations of authority. The University may not be obligated under any Contract except as pursuant to a valid authorization, approval, and signature.

All Contracts purporting to bind the University or one of its statutorily affiliated corporations must be in writing and must be in the name of the University of Louisville, ULRF, or ULAA, as appropriate. Contracts may not be in the name of an individual (i.e., administrator, faculty, or staff, unit, office, or departments). Except as otherwise determined by the Office of University Counsel (hereafter referred to as the “OUC”) as described in this policy, all Contracts, regardless of the obligations thereunder or Contract amount, must be reviewed by the OUC for approval as to form and legal sufficiency prior to authorized signing. This policy shall apply to all Contracts in the name of the University of Louisville, ULRF, and ULAA or any other future statutorily affiliated corporation of the University of Louisville. This policy does not apply to those agreements that do not purport to bind the University (or its affiliated entities), or those agreements entered into in an individual capacity as further noted below.

Signature Authority

The authority to execute Contracts on behalf of the University of Louisville is governed by the terms of the Bylaws of the UofL Board of Trustees. A Contract entered into on behalf of the University or one of its statutorily affiliated corporations may only be signed by an individual who has been authorized directly by the board or by a proper written delegation of signature authority. A chart showing the valid delegations of signature authority is available at https://louisville.edu/counsel/contract-signature-authority (requires UofL Login). Please also refer to the approved board resolutions on UofL signature authority, ULRF signature authority, and ULAA signature authority. Any questions regarding delegations of signature authority should be directed to the OUC.

Anyone who is not authorized as described above and who signs a Contract that purports to bind the University or any of its units, or a statutorily affiliated entity, is acting without authority and may be held personally liable for the Contract and all costs incurred thereunder, to the extent permitted by law, and may be subject to University disciplinary action in accordance with University policy. For the avoidance of doubt, this includes but is not limited to any individuals agreeing to “click-through” agreements without obtaining the requisite review, approval, and signature as required by this Policy.

Retention and Monitoring of Executed Contracts

A. Following execution of a Contract, the Responsible University Office is the official record keeper of the Contract, unless stated otherwise by the OUC or the Office of the Provost or President. The Responsible University Office shall be the official custodian of the original Contract, and any Contract original shall be maintained in accordance with the University Records Retention Schedule and procedures, which can be found at https://library.louisville.edu/archives/records-management/retention.

B. The Responsible University Office shall provide a copy of all executed Contracts to the OUC and to the appropriate office that assisted in the review of the Contract if it was not reviewed solely by the OUC (Procurement, Sponsored Programs, etc. - see Policy Exceptions).

C. The Responsible University Office shall have the obligation to oversee the performance of the Contract and monitor the University’s compliance with the terms of the Contract. The Responsible University Office shall also have the responsibility for tracking Contract requirements including, but not limited to, service/delivery deadlines for goods, payment dates, termination/renewal deadlines, and applicable reporting requirements.

Policy Implementation

In order to ensure a smooth and timely transition toward the more formal and robust Contract review process detailed herein, for six months following passage of this Policy (the “Implementation Phase”) the Office of University Counsel will coordinate directly with the most affected offices, including but not limited to the Department of Procurement Services, the Office of Sponsored Programs Administration, UofL Innovation and Commercialization, and University Libraries, to develop procedures for the efficient and timely review of Contracts in each department. During the Implementation Phase, the Office of University Counsel, in coordination with affected University Offices, will create contract checklists and/or similar tools or guidelines to assist relevant University personnel in performing preliminary Contract review which may further streamline the Contract review process. Full implementation of the policy will be accomplished on or before January 1, 2025.

Policy Exceptions

Certain offices or departments of the University have established policies and procedures whereby Contracts administered pursuant to those policies and procedures will be reviewed by those departments in coordination with the OUC pursuant to review procedures developed during the Implementation Phase, as described above. For purposes of clarity, the departments listed below may manage and review Contracts in accordance with their respective policies and processes, but all such Contracts will be subject to final review and approval by the OUC prior to Contract execution. OUC may, in consultation with the President, make additional exceptions to the review process outlined in this Policy in order to maintain efficient and timely Contract review practices.

  • Contracts involving procurement of goods or services shall be managed in accordance with the policies and processes established by the Department of Procurement Services and must comply with the requirements of Chapter 45A of the Kentucky Revised Statutes (the Model Procurement Code).
  • Contracts related to all externally sponsored activities, including research, training/instruction, and service projects funded by governmental entities, private non-profit organizations and for-profit/industry sponsors shall be managed by the policies and processes established by the Office of Sponsored Programs Administration.
  • Contracts related to intellectual property protection and licensing shall be managed by UofL Innovation and Commercialization, under the direction of the Office of the Executive Vice President for Research and Innovation.
  • Contracts for library resources, materials, and services in all formats relating to the University’s libraries shall be managed in accordance with the policies and processes established by the Dean of University Libraries.

Policy Compliance

A violation of this policy may result in sanctions; corrective measures, which measures may include, but shall not be limited to, Contract cancellation or other remedy necessary to rectify the unapproved Contract (including potential personal responsibility for the individual responsible); and appropriate disciplinary actions, up to and including termination, as determined pursuant to existing University policies.

Pol-University Contract Review and Approval and Signature Authority — Policy and Procedure Library (2024)


What is the contract review and approval policy? ›

A policy on requesting in-house counsel to review or prepare a contract and obtaining the organization's internal approval of the contract.

What is the contract and order review procedure? ›

The purpose of the contract and order review procedure is to ensure that all quotes, orders or tenders are checked to determine the necessary requirements applicable to the product or service and that the company has the ability and capacity to meet the customer requirements.

What are the 7 essential elements of a contract? ›

What are the essential elements of a contract? There are seven essential elements an agreement must have to be considered a valid contract. The elements of a contract include identification, offer, acceptance, consideration, meeting of the minds, competency and capacity, and contract legality.

What is the contract review procedure in ISO 9001? ›

The contract review process is an important part of the ISO 9001 quality management system as it ensures that the organization has the necessary resources and capabilities to meet customer requirements and provides a basis for monitoring and improving the organization's performance.

What are the steps of the contract approval process? ›

The process usually starts with the creation of a draft contract that outlines the agreement's terms and conditions. The relevant stakeholders review the draft contract, provide feedback, and suggest changes. Authorized representatives of both parties sign the contract after obtaining approval from all stakeholders.

What happens during contract review? ›

During contract review, the document will be examined to confirm that it contains all the elements of a contract, that everything is stated clearly and accurately, without errors or discrepancies, free of potential conflicts, and important, with acceptable terms to help the parties avoid getting locked into an ...

What are the 3 steps in the document review process? ›

Steps For the Seamless Document Review Process
  • Planning: This stage involves identifying the purpose of the document review, determining the scope of the review, establishing review objectives, and defining review standards and protocols.
  • Preparation: ...
  • Review: ...
  • Quality control: ...
  • Validation and Approval: ...
  • Follow-up:
Apr 30, 2024

How long should a contract review take? ›

The contract review process is typically initiated four to eight weeks before planned execution to account for contract complexity and potential delays. If multi-party negotiations over contract language is anticipated, the review process could easily take twice as long.

What two elements are important when reviewing consideration for a contract? ›

There are two essential terms in any agreement: the first one is consideration or price to a bargain (something of value given in exchange for something else of value), and price to be paid for the promised obligation (the service to be delivered, the product to be sold, and so on).

What is the most basic rule to a contract? ›

Offer and Acceptance

The most basic rule of contract law is that a legal contract exists when one party makes an offer and the other party accepts it.

What are the four five basic elements of a contract? ›

The basic elements required for the agreement to be a legally enforceable contract are: mutual assent, expressed by a valid offer and acceptance; adequate consideration; capacity; and legality. In some states, elements of consideration can be satisfied by a valid substitute.

What is the difference between a contract and an agreement? ›

A legal agreement can be informal, meaning nothing needs to be witnessed or written down. A contract, on the other hand, is both more formal and legally binding—which means it must be documented. Both an agreement and contract represent specific arrangements between two or more parties.

What is the contract review lifecycle? ›

Contract Review:

The contract lifecycle management process captures commercial terms of products and services, prices, discounts, rebates, and incentives in a structured form, integrates that data with enterprise systems, and helps enforce terms.

What are the phases of contract review? ›

Three basic stages define the contract review process: negotiation, revision, and execution.

What are the three parts of a contract offer acceptance and approval? ›

Contracts are made up of three basic parts – an offer, an acceptance and consideration. The offer and acceptance are what the purpose of the agreement is between the parties. A public relations firm offers to provide its services to a potential client. An electrician offers to wire a new home.

What will be the review and approval process? ›

What is a review and approval process? A review and approval process is a way to ensure the quality of content and documents through a set of steps that involve multiple stakeholders giving feedback, suggestions, and the final green light.

What does for your review and approval mean? ›

The phrase "for your review and approval" is correct and usable in written English. You would typically use this phrase when asking someone to review a document or other material and give you their approval. For example, you might say "Please find the attached document for your review and approval."

What is approval policy? ›

Approval policy is a configurable entity of request management that helps associate various request types with approval processes defined in the request service only for request-level and operation-level approvals.

What is the difference between review and approval? ›

The main difference between an approval process and a review process consists of the activities involved in each of these processes, as well as their sequencing in project management. Namely, the review process comes right after each iteration of a project and implies quality control.


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