Contracts

What is a contract?

A contract is an agreement between UTA and another entity or individual where they provide a good or service for UTA in exchange for payment, or vice versa Contracts have legally binding terms and conditions. Contracts can be presented in a written hard copy format, an electronic click through format, or even be verbal in some cases. UTA executes contracts as part of its daily business operations, and these range broadly in type and purpose. Some examples of contracts UTA frequently enters into are Purchase Agreements (for goods or services, including software and cloud based services), Professional Services Agreements, Sponsorship Agreements, Gift Agreements, Space Lease Agreements, Affiliation and Internship Agreements, Interagency Agreements, Intellectual Property Agreements, Non-Disclosure Agreements, Trademark License Agreements, and Speaker/Performer Agreements.

Do I need a contract?

If your department will be paying money to an entity outside of UTA or receiving money from an outside entity in exchange for providing services to that outside entity, you will need to enter into a contract. The type of contract you will enter into depends on the responsibilities and obligations of your department and the outside entity. You can call the Office of Legal Affairs to speak to an attorney, if you do not know what type of contract you need. Alternatively, you may click on the Contract Types and Templates button in the menu to the left of this paragraph to see a list and description of contract types. If UTA already has a pre-approved template for the contract type you are seeking, using the UTA pre-approved template will expedite any necessary review of your contract by the Office of Legal Affairs.

Who can sign UTA contracts?

The UT System Regents’ Rules and Regulations require that all contracts be approved by the chief administrative officer or his/her official, authorized delegate (ref. Rule 10501). Only an individual with a written delegation of authority from the President of UTA may execute contracts on behalf of the University. A University contract without an authorized signature may be invalid and unenforceable.

UTA’s Delegations of Authority can be found on the UT System website. Click here to see who the President has given signature authority and for what purpose. If you do not have a written delegation memorandum giving you authority to legally bind UTA to contracts, you do not have that authority. If you execute contracts without delegation authority, you are not only in violation of UT System and UTA policy, but you could be held personally liable for any legal issues that arise under the contract you signed without authorization.

Does my contract need to be reviewed by the Office of Legal Affairs?

Different contract types require different review processes. Some contracts should be submitted directly to the Office of Legal Affairs, and other contracts should first be submitted to other departments for review of business terms prior to submission to the Office of Legal Affairs for legal review. Please see the Contract Submission and Routing Process Guide in the left-hand menu for more information.

To understand where to submit your contract for review, please locate your contract type by clicking on "Contract Types and Templates" from the menu on the left. Read through the different contract type descriptions to locate your type of contract and continue reading for instructions on where your contract type should first be submitted.

If your contract type indicates that you should submit your contract to the Office of Legal Affairs for review, please submit your contract to the Office by completing the Contract Routing Form. If you do not see your contract type in the drop-down list, please email contracts@uta.edu for further instructions.

What does the Office of Legal Affairs do when it reviews contracts?

When the Office of Legal Affairs receives a contract for review, the attorneys primarily analyze the contract for risks and liability to the University and for compliance with local, state, and federal laws. Typically, the Office of Legal Affairs allows the submitting department to determine whether or not the department is “getting a good price” for the product or service they are receiving; however, the attorneys will point out any obvious issues to the submitting department. Attorneys will redline (propose edits) to the contract, if necessary, and send it back to the submitting department to send the redlines to the outside entity (vendor). The vendor may accept the redlines or may respond by offering their own redlines. This process will go back and forth until both sides agree on the terms. Once the submitting department notifies the UTA attorneys that the vendor agrees to any redlines, UTA attorneys will begin the signature process by obtaining UTA signature. Then the attorneys will send the UTA-signed contract back to the submitter to send to the vendor for signature. Once UTA and the vendor have both signed the contract, the contract is considered “fully executed”.

What happens after my contract is fully executed (signed by both sides)?

UTA’s Office of Legal Affairs does not serve as the repository office for all executed UTA contracts. The department that “owns” the contract relationship with a vendor is responsible for maintaining copies of fully executed contracts. The department is also responsible for timely initiating requests to renew existing contracts. The Office of Legal Affairs typically recommends submitting contracts or renewals at least two months in advance of the expected effective date to ensure that both the Office of Legal Affairs and the vendor have sufficient opportunity to review and negotiate the terms.