The OGC Contract Review Procedures are a way for us to provide
you with general information about your contracts. They 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
if you need it. We revised this checklist
in July 2001 and online information about the changes is available.
Your use of this Checklist means that you have complied with
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. This is a substitute for personal
review and approval. If you feel it is not adequate for your needs, please
feel free to consult with us directly.
With the exception of contracts on pre-approved "standard contract"
forms, the Office of General Counsel requires that each component use this
Checklist as part of the process of review and approval of "general procedure
contracts," regardless of their value. If the value of a contract
is over $150,000 per year during the term of the contract, after you finish
your review using the Checklist, send the contract to OGC for addtional review
and approval.
It is easy to determine if the agreement you are reviewing is a "general
procedure contract:" Just look at the Special
Procedure Contract Checklist. If the type of contract you are reviewing
is NOT listed there, your contract is a "general procedure contract."
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Has the
appropriate UT Purchasing Agent been consulted regarding the procurement of the goods or
services being acquired by UT under the terms of the Agreement, to confirm that all
applicable procurement laws and regulations have been followed? |
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Is the
Agreement on a current, unmodified form pre-approved by the Office of General Counsel? |
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Is the
Agreement complete (i.e., are all pages accounted for and have all exhibits and
attachments been provided)? |
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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? |
Effective Date, Term
and Termination
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Does the
Agreement clearly state (1) the beginning or effective date and (2) the ending or
expiration date? |
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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) as termination upon an "event
of default" if a particular event must occur prior to being able to terminate the
Agreement early. Does the Agreement grant another party a "no fault"
termination right? |
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Does the
Agreement grant any party the right to terminate the Agreement in the "event of
default" by another party? |
Consideration/Payment
Terms
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Does the
Agreement clearly and accurately state the maximum amount that UT will be obligated to pay
under the Agreement? |
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Does the
Agreement clearly establish place, time and method of payment? |
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If
the Agreement is a revenue generating or revenue sharing contract, have
BPM 42-03-90 and the
Non-Financial Questionnaire related to the Unrelated Business Income Tax
been considered? If the Agreement is not a revenue generating
or revenue sharing contract, answer "yes". |
Representations, Warranties,
Duties and Obligations
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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? |
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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? |
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Has
another party asked UT to carry any kind or amount of insurance? |
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Will your contract require the Contractor's employees, agents, suppliers or subcontractors to be present on UT property? |
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Does the
Agreement require other parties to the Agreement to indemnify UT from claims or liability
or hold UT harmless from claims or liability? |
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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". |
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Does the
Agreement require UT to indemnify or hold harmless another party for or from anything? |
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Does the
Agreement contain a limitation on or waiver of another party’s liability? |
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If the
Agreement is for the procurement of goods, services or projects (the term
"projects" is defined by Section 2166.001, 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 acquisiton 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), does the Agreement contain the dispute resolution clause required by Section
2260.004, Government Code, drafted by the Attorney General's Office? If the
Agreement is not for the procurement of goods, services or projects, answer
"yes". |
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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, Government Code, drafted by the
Attorney General's Office? If the Agreement is not for the procurement of
goods, services or projects, answer "no". |
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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". |
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Does the
Agreement contain a provision which attempts to change or limit the time period during
which UT can file a cause of action or lawsuit against the other party based on a breach
of the Agreement? |
Software and Database
License Agreements
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Is the contract you are reviewing a software or database license agreement? |
Recommended Addendum
to Small General Procedure Contracts
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Has
the recommended Contract Addendum been attached to the Agreement? |
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The
recommended Addendum contains many contract provisions required by our
state's laws. Would you like information about these requirements that
may help with your negotiations with vendors? |
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Describe the agreement, for your reference.
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