General Procedure Contract Checklist

The Office of General Counsel Contract Review Procedures are a way for us to provide you with general information about your contract. These procedures cannot provide specific legal advice for any particular situation, so you must not rely on this information as a substitute for obtaining legal advice from the Office of General Counsel (OGC) if you need it.

If the procedures do not require that your contract be reviewed by OGC, your use of this General Procedure Contract Checklist means that you have complied with one of our requirements for review of your contract, but it does not mean that we have actually "approved" your contract in the same way we would approve a contract we had actually seen. In such a case, use of the General Procedure Contract Checklist is a substitute for attorney review and approval. If you believe this substitute is not adequate for your needs, please feel free to consult with OGC directly.

With the exception of contracts on pre-approved "standard contract" forms, OGC requires that each institution use this General Procedure Contract Checklist as part of the process of review and approval of "general procedure contracts," regardless of their value. It is easy to determine if the contract you are reviewing is a "general procedure contract." Look at the Special Procedures Contract list. If the type of contract you are reviewing is NOT listed there, your contract is a "general procedure contract."

Please check the boxes below if the answer to the question is YES. Once you have provided answers to every question below, click the Submit button at the bottom of this webpage. You will be presented with the recommendations generated by your answers to the questions in this Checklist ("Checklist Recommendations.")

Carefully read the Checklist Recommendations and revise your contract to integrate the Checklist Recommendations into your contract. Print a copy of the Checklist Recommendations and keep the copy in your file. Once you have completed revising your contract, negotiate the contract (including the revisions you made using the Checklist Recommendations) with the other parties to the contract.

If the value of your contract is over your institution’s OGC review dollar threshold set out in Step 4 of UTS145 Processing of Contracts (UTS145), then after you finish reviewing, revising, and negotiating your contract using the Checklist Recommendations, send the following to OGC for additional review and approval: (1) the Checklist Recommendations and (2) the revised and negotiated contract.

Purchasing Procedures

1. Has the appropriate UT purchasing professional been consulted to confirm that all applicable procurement laws, regulations, policies, and procedures have been followed?

2. Has your institution's HUB Coordinator been consulted to confirm that all applicable HUB laws, regulations, policies, and procedures have been followed?

If this agreement is a System Administration agreement or a Systemwide agreement, please also complete the UT System Office of Business Affairs Contract Processing Checklist. Submit that document and other required information to the UT System Office of Business Affairs when requesting that the Executive Vice Chancellor for Business Affairs sign your agreement.

Form of Agreement

3. Is the agreement on a current, unmodified OGC Standard Contract form that has been pre-approved by OGC?

4. Is the agreement complete (i.e., are all pages accounted for and have all exhibits and attachments been provided)? If you are reviewing a contract amendment, do you also have the original contract and all prior amendments? Please answer “No” if you are reviewing a contract amendment that extends the term or length of the agreement beyond that originally stated in the agreement.

Parties

5. Are all references to the parties, including references in (1) the first paragraph of the agreement, (2) the abbreviations or defined terms referring to the parties, and (3) the signature blocks, accurate, complete and consistent?

6. Would you like additional information regarding suggested contract execution procedures?

Effective Date, Term and Termination

7. Does the agreement clearly state (1) the beginning or effective date, and (2) the ending or expiration date?

8. Does the agreement include a provision that automatically renews the agreement or that requires UT to notify another party before the agreement expiration to renew?

The right to terminate the agreement prior to the ending or expiration date may be characterized as (1) "no fault" termination, if the party terminating does not need an excuse to terminate the agreement early, or (2) termination upon an "event of default," if a particular event must occur prior to being able to terminate the agreement early.

9. Does the agreement grant another party a "no fault" termination right?

10. Does the agreement grant any party the right to terminate the agreement in the "event of default" by another party?

Consideration/Payment Terms

11. Does the agreement clearly and accurately state the maximum amount that UT will be obligated to pay under the agreement?

12. Does the agreement clearly establish place, time and method of payment?

13. Does the agreement contain a provision stating that UT will make payments in accordance with the Texas Prompt Payment Act (Chapter 2251, Texas Government Code)?

14. If the agreement is a revenue generating, revenue sharing, or cost avoidance contract, have you complied with UTS103 Unrelated Business Income Tax and UTS122 Guidelines for Web Site Solicitations? If the agreement is not a revenue generating, revenue sharing, or cost avoidance contract, answer "yes."

Representations, Warranties, Duties and Obligations

15. Has another party asked UT to represent or warrant anything other than (1) UT's authority to sign the agreement, or (2) clearly supported and accurate factual information?

16. Has another party asked UT to keep information confidential?

17. Are all duties and obligations of UT and the other parties to the agreement clearly stated so that all parties know: (1) what the duties and obligation of each party are, (2) how those duties and obligations will be performed, and (3) when those duties and obligations will be performed?

Insurance

18. Has another party asked UT to carry any kind or amount of insurance?

19. Will the agreement require another party's employees, agents, suppliers or subcontractors to be present on UT property?

Remedies

20. Does the agreement require other parties to the agreement to indemnify UT from claims or liability, or hold UT harmless from claims or liability?

21. If the agreement contains an indemnity from another party, does the other party assert a right to exclusive control of any investigation, defense, or settlement of any claim or lawsuit filed against UT? If the agreement does not contain an indemnity from another party, answer "no."

22. Does the agreement require UT to indemnify or hold harmless another party for or from anything?

23. Does the agreement contain a limitation on or waiver of another party's liability?

In connection with Questions 24, 25, and 26, the term "projects" is defined by Section 2166.001, Texas Government Code, as building construction projects financed wholly or partly by a specific appropriation, a bond issue, or federal money, to include the construction of: (i) a building, structure or appurtenant facility or utility, including the acquisition and installation of original equipment and original furnishings; and (ii) an addition to, or alteration, rehabilitation, or repair of, an existing building, structure, or appurtenant facility or utility.

24. If the agreement is for the procurement of goods, services or projects, does the agreement contain the dispute resolution clause required by Section 2260.004, Texas Government Code? If the agreement is not for the procurement of goods, services or projects, answer "yes."

25. If the agreement is for goods, services or projects, does the agreement contain any dispute resolution provisions (including arbitration or mediation provisions) other than the dispute resolution clause required by Section 2260.004, Texas Government Code? If the agreement is not for the procurement of goods, services or projects, answer "no."

26. If the agreement is not for the procurement of goods, services or projects, does the agreement contain an arbitration or mediation clause? If the agreement is for the procurement of goods, services or projects, answer "no."

27. Does the agreement contain a provision that attempts to change or limit the time period during which UT may file a cause of action or lawsuit against the other party based on a breach of the agreement?

Software and Database License Agreements

28. Is the agreement you are reviewing a software license agreement or database license agreement?

Compliance with Privacy Laws

29. Has the person at your institution responsible for assuring compliance with privacy laws, including HIPAA and FERPA, determined whether your institution is a HIPAA Covered Entity?

30. Has the person at your institution responsible for assuring compliance with privacy laws, including HIPAA and FERPA,

(1) identified the categories and or sources of FERPA data or HIPAA data, if any, another party will access, create or maintain on behalf of your institution pursuant to the agreement,

(2) ensured that a FERPA Confidentiality and Security Addendum and/or the HIPAA Business Associate Agreement is made a part of this Agreement and is accurate as of the effective date of the agreement and the date the agreement is signed by your institution;

(3) confirmed the FERPA Confidentiality and Security Addendum and/or the HIPAA Business Associate Agreement is suitable given the terms of the agreement; and

(4) ensured that any modifications to the model FERPA Confidentiality and Security Addendum or the HIPAA Business Associate Agreement have been reviewed and approved for FERPA/HIPAA compliance? Each UT institution that is a HIPAA Covered Entity has adopted a HIPAA Business Associate Agreement template. Contact the person at your institution responsible for compliance with privacy laws to obtain a copy.

Recommended Addendum to General Procedure Contracts

31. Has the recommended Contract Addendum been attached to the agreement?

32. The recommended Addendum contains many contract provisions required by our state's laws. Would you like information about these requirements that may help you with your negotiations with vendors?

Describe the agreement, for your reference: