Contract Review, Signature Authority & Execution Frequently Asked Questions

A “contract” is any written agreement, proposal, or other formal instrument which is intended to create a binding legal obligation on the university to pursue a course of action, expend university funds, or any other contractual obligation.

Common examples of contracts one might encounter at the university include, but are not limited to, employment or pocurement contracts, nondisclosure agreements, software licenses, revenue sharing agreements, leases, licenses to use university property, grant agreements, research or sponsored project contracts, non-disclosure agreements, memoranda or letters of understanding or intent, athletic coach contracts, independent contractor agreements, consultant agreements, business service terms and conditions, international program agreements, royalty or settlement contracts, banking agreements, trademark or licensing contracts, intergovernmental or interagency agreements, affiliation agreements, articulation agreements, and/or real property acquisition, maintenance, or construction contracts.

Click-through agreements or terms and conditions linked to within a purchase order, quote, or on a website are also considered contracts and require review.

These all must be reviewed prior to any TU signatures on the documents in accordance with the Contract Execution Policy.

It is generally preferred that we utilize the university’s contract templates for university business rather than using the vendor/other party's agreement whenever possibile (with some limited exceptions). This is due to the fact that the university’s templates include all university-required protections, whereas vendor/other party agreements are usually drafted in favor of the vendor/other party. 

Regardless of receipt of a partially executed contract, prior to obtaining any TU signatures, all contract documents must be reviewed by the appropriate TU unit(s) in accordance with TU and University System of Maryland (USM) policies and procedures.

Yes. In accordance with Section V.B.2. of the Contract Execution Policy, each campus unit or department must read through the contract (and all related attachments and exhibits) prior to submission to ensure that the business and operational terms accurately reflect the proposed arrangement.

The department remains responsible for operationalizing all business obligations imposed on the university in the contract and ensuring that the other party meets all required milestones and otherwise complies with the terms of the agreement.

When submitting a contract for review, please note if changes to the business/operational terms in the draft are needed or confirm that the document is acceptable before submission.

If you are the designated contract reviewer for your unit, the Office of the General Counsel (OGC) would be happy to provide a contract review training upon request. Please reach out to generalcounsel AT_TOWSON for additional information. 

If you are purchasing goods or services, please consult with Procurement to ensure your department has conducted the appropriate procurement process.

If the contract relates to research, contact the Office of Sponsored Programs & Research for assistance.

If the proposed contract contains insurance language or insurance requirements that TU is required to provide, it should be reviewed and approved by the  Insurance Administrator prior to any signatures.

All purchases for goods and services should route through Procurement to ensure compliance with The University System of Maryland Procurement Polices and Procedures (the USM PP&Ps), the TU Procurement Policy, and appropriate USM and TU processes.

In the event that your purchase for goods or services is excluded pursuant to the USM PP&P, Procurement will provide the exclusion information, which should be provided to OGC. Any purchases excluded pursuant to the USM PP&Ps should route through OGC for review, as well as all other agreements, as further described within the Contract Execution Policy.

Please complete all fields in the online request form to submit for review. In addition:

1. All contracts submitted must be in Word (DOCX) Format.
2. Provide all documents relevant to the contract such as proposals, RFPs or solicitation documents, budgets, scopes of work, exhibits/attachments, explanatory email chains from the other party, etc.
3. If it is a purchase for goods or services and was initially routed through Procurement and deemed excluded, please provide that confirmation as part of your submission.
4. If the contract being submitted is a contract being renewed, please also provide the most recently negotiated contract between the parties for reference.
5. Make sure you first review the contract in accordance with Section V.B.2. of the Contract Execution Policy. 

In the event that your contract is excluded under the USM PP&Ps and/or otherwise subject to OGC review pursuant to policy, please submit your contract documentation as early as possible to ensure adequate time for review.

OGC contract review takes approximately 10 business days to review, however it may take longer to draft or review more complex contracts or contracts with unusual components, and appropriate time must be allowed for negotiation of the terms if necessary. Timing also depends on volume at the time of submission and responsiveness of the party TU is contracting with. 

To check the status of your request, you may call 410-704-4003 or send an email to generalcounsel AT_TOWSON.

“Fully executed” means that all parties have agreed to the terms and conditions of the proposed contract by signing and initialing any changes to the written document. 

The only persons authorized to sign contracts on behalf of the university are those to whom signatory authority has been granted.

Pursuant to the Contract Execution Policy, located on the Policy Webpage, the president has granted signatory authority to the vice presidents, who in turn may delegate signatory authority to others under their supervision in order to increase the efficiency of the university’s operations. Signature delegation is explained here.

Yes. Contract signature authority is limited to the specifications as outlined on the Signatory Authority Delegations (PDF)

You may not sign a contract just because you signed something similar in the past unless you have been expressly delegated authority to sign contracts for the university. 

No. Authorized signatories may not further delegate or transfer their delegated contract signature authority to any other employee. Only Vice Presidents, in collaboration with the President or Provost, as applicable, can delegate contract signature authority. 

Individuals may contact the Office of the General Counsel with questions. 

As described required under the Contract Execution Policy, Section V.B.2, the party initiating the contract for the university is responsible for reading the contract in its entirety and determining that:

1. The contract language accurately reflects the current state of the negotiations;
2. The contract meets programmatic and university mission requirements;
3. The contract is in the best interest of the university;
4. The university division or unit responsible can ensure compliance with the obligations the contract places on the university; and
5. The contract is sufficiently clear and consistent.

The Signatory Authority Delegation lists all those who have been delegated authority for specific types of contracts by the appropriate vice president.

The campus unit initiating the contract shall be responsible for ensuring compliance with the obligation in the contract and for maintaining a fully executed copy of the contract.

In accordance with TU 06-06.10 - Records Management Policy and Records Management guidance, all campus units departments that serve as the Office of Record, or the office responsible for their unit or department's business records, are required to retain documentation in compliance with USM standards and retention guidance, or a reasonable departmental standard if no applicable USM standard exists.