Contracting with UC

Pursuant to applicable Ohio law, University contracts can only be executed by University officials with delegated signature authority from the University’s Board of Trustees.

If you have questions about who is authorized to sign a contract on behalf of the University, please contact the Office of General Counsel.

After a contract has received appropriate department and division approvals in the University’s online contracting system, the University department or unit contract manager submits the contract for institutional approval.  The Office of General Counsel is the final step in the institutional approval process. The Office of General Counsel is responsible for review and negotiation of legal terms and ensuring a contract is legally sufficient prior to signing.  The Office of General Counsel reviews each contract according to applicable law, University policies, and the following principles:

• The execution and delivery of the contract will not result in or constitute: (i) a default, breach or violation of the University’s rules, policies, or other organizational documents or any instrument, contract or agreement to which the University is a party or by which it or its property is bound; or (ii) a violation of any law, judgment, order, writ, injunction, or decree affecting the University.
• The contract does not include language requiring the University to indemnify any party in a manner not permitted by Ohio law.
• The contract does not subject the University to another jurisdiction by proposing choice of law, jurisdiction, and/or venue of another state or a foreign country.
• The contract does not subject the University to binding arbitration.
• The contract does not require the University to pay another party’s litigation expenses/attorney fees.
• The contract does not require the University to add any party as an additional insured under the University’s insurance coverage.
• The contract has a stated term that is typically no more than five (5) years and does not automatically renew.
• The contract includes the University’s data security rider if it involves University restricted data or access to a University system.
• The contract includes the University's accessibility rider if it involves interactive software.

The Office of General Counsel will work with the University’s contracting partners to create acceptable legal terms.

The contracting process timeline can be considerably shortened by using the University’s approved template agreements.  The following templates may be presented to contracting partners.  Please note that each department or unit may need to modify the preamble language and statement of work/pricing schedule or other business terms, as needed.