Contract Checklist

The purpose of this Contract Checklist is to help you review and process contracts, especially those contracts that will now be exempt from legal review. Prior to submitting a contract for signature, you should go through this checklist and address applicable issues as explained below. Use of this checklist should enable you to identify and address general legal issues and problems that routinely arise in regard to contracts. It will also help you to comply with applicable policies and state and federal law related to contracts. If you are in doubt about how to answer a checklist question for a particular contract or you have a concern about a contract that this checklist does not address, please contact the Office of General Counsel directly for further assistance.

The Checklist references two other documents that are available on this website and included in the Contracting Handbook. The first document is entitled “State Contracting Requirements” and sets forth the legal bases of several of the items included in the Checklist. The second document is called the “Standard Addendum to Agreement” and is a tool that can be used to ensure compliance with state contracting requirements by attaching it to an agreement and having both the UNT System entity and the vendor sign it, accepting its terms.

Please respond to the questions below and apply the information provided to your contract. If the answer to a question is YES check the box and continue to the next question unless instructed to do otherwise. For additional guidance on any item, please contact the Office of General Counsel.

The University of North Texas System, the University of North Texas, and the University of North Texas Health Science Center will be referred to individually and collectively throughout this Checklist as “the University.”

Preliminary Questions | Approval and Routing | General information
Potential Problem Terms and Conditions | Procurement Contract Terms

PRELIMINARY QUESTIONS
(Basic information you should know about your contract.)

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Have you read the contract in its entirety and do you understand and agree with all of its terms and conditions? Will the University be able to comply with all of the terms of the contract?

If a contract term is confusing, irrelevant, inaccurate, or impossible, then it should be removed or replaced. You can remove a term by striking through it and having the change initialed by all of the parties signing the contract. You can also include new terms in an addendum to the contract, which should be signed by all the parties to the contract, or you could rewrite the contract entirely.

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Is the contract complete? Does it include all relevant terms and conditions, including exhibits and schedules?

Is the contract missing any pages? Are all exhibits or attachments properly labeled and included with the contract, and have you reviewed all documents referenced in the contract? Referenced documents become part of the contract, so they need to be reviewed in the same manner as the original contract. If a term or condition is not explicitly stated in the written contract, then it is not binding on the other party. This is true even if the other party has discussed the term or condition with you and has agreed to it verbally. So, if something is important, make sure that it is clearly stated in the contract.

checkbox If the contract document is an addendum or amendment to another contract or if it is intended to replace a contract currently in effect, does the new document reference the previous contract and explain how it is to be impacted?

If a new contract is intended to replace a previous contract in its entirety, then it should be clearly stated that the old contract is no longer binding. If only some terms and conditions of the old contract are being replaced, but others will continue to be in effect, then this needs to be clearly explained in an addendum or amendment. There should not be any confusion as to how the terms and conditions of the old contract and those of the new addendum or amendment work together.

 

APPROVAL AND ROUTING
(The general steps you will need to take to get your contract approved and signed.
Be sure to follow you institution's contract routing and approval process.)

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Has appropriate notification been provided to, and approval obtained from, your department and all other relevant offices or departments?

In addition to departmental approval, the appropriate research or grant office needs to approve any contract involving a research or a grant, and the purchasing department needs to approve any contract involving a purchase. Approval must also be obtained from any other department or office impacted by the contract or with authority over the subject matter of the contract. Examples include: (a) the use of the University logos or marks; (b) making a commitment that the vendor will be an “exclusive provider” of their product or service to the campus; (c) insurance provisions; (d) provision of computing or telecommunications services; (e) acceptance of credit card payments.

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Have you determined the appropriate office to which you should submit your contract for approval, and have you determined whether it is exempt from legal review under the Criteria for Exemption published by the Office of General Counsel?

Purchasing Contracts: All contracts involving a purchase or the expenditure of funds must be submitted to your institution’s purchasing department with a requisition. If your contract requires legal review, the purchasing department will forward it to the Office of General Counsel.

Sponsored Research/Grant Funded Contracts: Contracts involving sponsored research or grant funding should be submitted to your institution’s research/grant/sponsored programs office, which will review the agreement and route it appropriately.

All Other Contracts: Contracts that do not require the approval of a purchasing department or research/grant/sponsored programs office should be submitted directly to the Office of General Counsel, unless otherwise exempt as a Standard Contract (see the next item below and the Standard and Model Agreements document included in this website and the Contract Management Handbook at page 19). If you have questions regarding contract routing, please contact the Office of General Counsel.

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Is the contract exempt from legal review because it was created using a Standard Contract approved for use by the Office of General Counsel and exempted from further review in a memo written by the Office of General Counsel?

If you answered yes to this question, you must attach the memo provided to you by the Office of General Counsel exempting your Standard Contract when you submit your contract for signature. Please see the Standard and Model Agreements document included in this website and the Contract Management Handbook at page 19 for more information.

checkbox Does the contract involve the provision of food services, beverage services, cable services, credit card sales, affinity cards, or textbook sales and if so, have you contacted the Office of General Counsel to determine whether the contract conflicts with a pre-existing exclusive contract?

 

 

 

GENERAL INFORMATION
(These questions concern language that appears in most contracts.)

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Is the contract in the name of a UNT System entity?

Departments or other campus divisions cannot be listed as contracting parties; the UNT System, UNT, or UNTHSC enter all contracts on behalf of their respective departments or campus divisions; individuals who sign contracts on behalf of the UNT System or its institutions must have signature authority to bind his/her institution.

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Are all references to the parties accurate, complete and consistent, including references in:

(a) the first paragraph of the contract, (b) the abbreviations or defined terms referring to the parties, and (c) the signature blocks?

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Are the duties and obligations of all the parties to the contract clearly stated so they all know:

(a) what each party’s duties and obligations are, (b) how each party’s duties and obligations will be performed, and (c) when each party’s duties and obligations will be performed?

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Does the contract clearly establish the place, time, and method of payment?

Please see the Procurement Contracts section regarding payments made by the University.

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If the contract is not for a set amount, does the contract clearly and accurately state the maximum amount that could be owed under the contract?

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Does the contract clearly state:

(a) the beginning or effective date, and (b) the ending or expiration date?

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Can the contract be renewed or extended, if so, does it renew or extend automatically, and are you comfortable with how it can be renewed or extended?

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Does the contract contain a penalty for early termination and if so have you deleted the penalty clause or determined that your department is willing to accept the cost of early termination?

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Are the warranties made by the University limited to the following:

(a) the signatory has the authority to enter and sign the contract, and/or
(b) factual representations that are well-supported?

 

 

 

POTENTIAL PROBLEM TERMS AND CONDITIONS
(Clauses and requirements that could conflict with
Texas contracting requirements unless modified or deleted.)

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Does the contract contain a clause requiring the University to indemnify another party, and if so, have you either deleted the clause, modified it, or attached the Standard Addendum to the agreement?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.
*Please note that if another party is indemnifying the University, this is desirable and should be left in. In certain cases you might want to request indemnification from the other party.

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Does the contract contain a clause that gives another party the right to control any investigation, defense, or settlement of any claim or lawsuit filed against the University, and if so, have you either deleted the clause, modified it, or attached the Standard Addendum to the agreement?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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Does the contract contain an arbitration clause and if so, have you either deleted the clause, modified it, or attached the Standard Addendum to the agreement?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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Does the contract contain a mediation clause, and if so, is your department willing to pay the costs of mediation?

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Does the contract require the University to provide insurance, and if so have you attached the Standard Addendum or requested assistance from your risk management office?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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Is the contract governed by the laws of the State of Texas, or is it silent on applicable law?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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If the contract has a venue clause, is that clause consistent with Texas Education Code § 105.151?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook page 14 for more information.

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Does the contract contain a clause that limits the time within which the University could bring legal action or file a claim against the other party, or does it limit the liability of the other party, and if so, have you removed the clause or attached the Standard Addendum?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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Does the contract contain a confidentiality, nondisclosure, or privacy provision with which the University will be expected to comply and if so, have you contacted the Office of General Counsel for guidance?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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Does the contract contain a clause that allows the other party to make representations in the name of the University, to act as an agent of the University, or to collect money on behalf of the University and if so, have you removed the clause or contacted the Office of General Counsel for guidance?

PROCUREMENT CONTRACT TERMS
(The following questions should be answered
if your contract requires the expenditure of funds.)

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Is a written contract, separate from a purchase order, necessary?

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Does the contract include a clause that rejects the terms and conditions of any purchase order, and if so, have you ascertained that the vendor’s contract does not violate state contracting requirements, or has the Vendor signed the Standard Addendum?

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Do the payment terms comply with state requirements?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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Does the contract include a provision for breach of contract claims against the University, and if not, have you included that language manually or by attaching the Standard Addendum?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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Does the contract include a child support certification and if not, have you included that language manually or by attaching the Standard Addendum?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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Does the contract obligate the University to make payments beyond the current appropriations term and if so, have you included appropriations language manually or by attaching the Standard Addendum?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.

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Does the contract include language certifying that the vendor is eligible to receive payment from the State of Texas?

Please see the State Contracting Requirements document included in this website and the Contract Management Handbook at page 14 for more information.