General Counsel Contracts

A contract is a promise to do or to not do something in exchange for something in return. In the event that the terms of a contract are not followed, the party that did not receive what they were promised may have a legal remedy to either force the breaching party to comply with the contract or to receive compensation for the damages caused by the breach of the contract. The following are examples of different type of contracts that may be pertain to Emporia State University:

• Memorandum of Understanding (MOU)
• Affiliation Agreements
• Licensing Agreements
• Purchase Orders
• Quotes
• Statements of Work
• Non-disclosure or confidentiality agreements
• Volunteer Agreements
• Waivers of Liability

CONTRACT WORKFLOW PROCESS

In an effort to ensure that all contracts entered into by the University contain the appropriate terms and are executed by those with the proper authority, the University has a centralized repository, OnBase, which all contracts must be entered into. Below is the workflow process that contracts go through once they are uploaded to OnBase:

1. The contract is obtained from the vendor or other party to the agreement by the department who will be utilizing or benefiting from the agreement.
2. Once the department has received the agreement, a draft of the agreement is uploaded to OnBase and any individuals who need to approve the contract are added to the workflow process. If the contract is related to IT or facilities/infrastructure, the agreement must be reviewed by those departments as part of the workflow process.
3. After all of the necessary approvals have been obtained, the contract is then sent to the Office of General Counsel for review, editing, and approval.
4. Once approved by the Office of General Counsel, the contract is then sent to an authorized signatory for their signature.
5. After the contract is signed, it is returned to the Office of General Counsel where it is then returned to the department who originated the process with instructions on how to proceed in obtaining the signature of the vendor or other party.
6. Upon the fully executed contract being returned to the originating department, the contract is then uploaded to OnBase as a fully executed contract and it is then reviewed by the Office of General Counsel again to ensure that all of the requirements have been met. If there are no issues the contract is finalized in OnBase and is stored there.

STANDARD CONTRACT TERMS

By law, rules, regulations, and policies, there are certain terms and conditions that contracts with Emporia State University must include. There are also certain terms that Emporia State University can not agree to. These conditions can be found in the Contractual Provisions Attachment form.

INDIVIDUALS WITH AUTHORITY TO SIGN CONTRACTS

Kansas Board of Regents Policy provides that only the President of Emporia State University or his specifically authorized designees have authority to execute contracts on behalf of the University. The following individuals have general authority to sign contracts on behalf of the University:

• Executive Vice President for Operations and Economic Development
• Vice President of Administration and Finance
• Assistant Vice President of Administration and Finance
• Controller
• Provost and Vice President of Academic Affairs
• Vice President of Enrollment and Student Success
• Vice President and Director of Athletics
• Vice President and Chief Marketing Officer
• General Counsel and Vice President of Risk Management

There are also additional individuals who have been delegated a more limited authority to sign contracts based upon the scope of the contract. It is important that faculty and staff members should not enter into contracts to which the university will be a party without first seeking legal review of the contract and having a contract signed by an authorized signer. Failure to do so may render the contract unenforceable or may make the individual signing the contract personally liable for complying with the terms of the contract.

If you have questions about the validity of a contract or whether or not an individual has authority to sign a contract, please contact the Office of General Counsel.