1. Office of General Counsel
  2. Contract FAQs

Contract FAQs

What is a 'contract'?

A contact is any legally enforceable agreement, whether or not it is titled “contract.” Some of the more common types of contracts entered into by the UofL include:

  • Affiliation/Articulation/Collaboration Agreements
  • Consulting/Professional Service Agreements
  • Memorandums of Understanding
  • Letters of Invitation
  • Memorandums of Agreement/Letters of Agreement
  • Licenses and other ‘Term and Conditions’ documents
  • Lecture/Artistic Performance/Speaker Agreements
  • Facility Rental Agreement or Equipment Rental Agreements
  • Leases (commerical and/or land)

Which contracts require legal review by the General Counsel's Office?

Typically all contracts that name the University as a party must be reviewed by the General Counsel’s Office prior to signing and prior to services being provided/obtained.

There are some contracts that do not require prior review by the General Counsel’s Office. These are:

  • Routine purchase orders, bills of sale, invoices if they do not contain any terms and conditions;
  • Renewals of existing contracts that have been approved by the General Counsel’s Office within the previous 3 years, unless the terms and conditions of the renewal are different than those previously reviewed by our office;
  • Contracts for the purchase of software, statistical data, online products and services, and lab and research materials, if both of the following apply: i) the contract value is $4,999.99 or less, and ii) the product is for localized used within the department making the purchase, and not for campus-wide use;
  • Unmodified, approved-form University template agreements* (legal review is required if modifications to the terms and conditions are needed). These approved-form template agreements may not be inappropriately used. For example, an Artistic Performance Agreement must not be used to contract with providers of services other than artistic performances.

* The General Counsel's Office maintains a central repository of all approved-form University template agreements. PLEASE DO NOT RELY ON PAST VERSIONS OF THESE DOCUMENTS - UNIVERSITY TEMPLATE AGREEMENTS ARE REGULARLY REVIEWED AND UPDATED. CURRENT VERSIONS ARE AVAILABLE  BY CONTACTING OUR OFFICE. For a listing of current or in-progress template agreements, or if you have questions about development of such a document for your area, please contact us at general.counsel@uleth.ca.

The exemption from legal review does not exempt these contracts from all other applicable and required University reviews and approvals.

What is the contract review process?

Once the requesting department has reviewed the contract (see below), the Contract Review Request Form is completed and submitted to the General Counsel’s Office for legal review. To electronically submit this form, please click on "Request for Contract Review" under Requesting Legal Services.

1. Review by the Requesting Department

The requesting department must initially review the contract, cover-to-cover, to determine what it will and will not agree to, and what needs to be negotiated with the other party. Examples of issues to consider and assess during this review by the requesting department:

  • Are the contract terms and conditions (including obligations and duties of each party) clear, consistent and acceptable to the UofL and to the department?
  • Does the department has the necessary funds and resources for this contract?
  • What are the financial and other benefits to, and liabilities of, the University relating to the contract; have these been considered, and are they both reasonable and manageable?
  • Does the contract include the entire understanding between the parties, without additional verbal explanations or promises that are not included in the contract?
  • Has the appropriate level of approval been obtained for the document? (see the University's Contracts - Approval and Signing Authority Policy and Financial Approval Authority Policy)
  • Have the intellectual property elements been thoroughly considered, and are they consistent with University policies and Handbooks?
  • Is the contract consistent with the current University Strategic Plan, University Business Plan, University Academic Plan, budget, and any applicable Handbook, collective agreements/employment contracts?

2. Review by General Counsel’s Office

The General Counsel’s Office reviews contracts from a legal perspective only and provides advice on the legal validity of the contract and the legal consequences of the University entering into the contract. The General Counsel’s Office does not assess the business implications or operational viability of contracts.

It may be necessary for other University offices to also review the contract to ensure risk management concerns are addressed (e.g. the Privacy Office for review of information sharing provisions; Campus Safety Services for review of indemnity or insurance requirements, I.T. for software/licensing terms, etc.). The General Counsel's Office will coordinate this as part of the legal review process. Please allow at least 2 to 4 weeks for completion of the contract review.

Contracts are reviewed in the order they are received. Contract reviews normally take up to 2-4 weeks depending on the complexity of the matter and the workload in the various reviewing offices. In those cases where the contract is more complex, where a new contract needs to be drafted, or there is a signing deadline, you are encouraged to include the General Counsel’s Office in the process as early as possible.

Who can approve and sign contracts on behalf of the University?

In accordance with the University’s Contracts - Approval and Signing Authority Policy, the requesting department is required to obtain the appropriate level of approval for the contract prior to submitting it for legal review. Only those designated University officials noted in the Contracts - Approval and Signing Authority Policy are authorized to enter contracts on behalf of the University. The appropriate approval and signing authority is dependent on the type of contract and its value.

PLEASE NOTE: Spending authority (i.e. the authority to make decisions with regard to spending) is distinct from signing authority (i.e. the authority to sign documents on behalf of the University making commitments to other parties). Spending authority alone does not provide the authority to an individual to sign contracts on behalf of the University. Only those individuals given signing authority by the Contracts - Approval and Signing Authorization Policy can sign contracts and bind the University to contractual obligations.

Contracts signed without the appropriate levels of review, without the appropriate level of approval having been obtained, or by someone other than the Board-approved signing authority may result in personal liability for the individual signing the contract.