Contract Review

Pursuant to the University’s contract approval policy, the University will only be bound by written contracts to which the University is a party, that have been reviewed and approved in accordance with the established procedure, and that have been executed by authorized University representatives who have specific contract signature authority.

The information on this webpage is intended to provide guidance to University personnel on the process to follow when entering into contracts or binding agreements on behalf of the University. In order to conduct its academic affairs, the University enters into a variety of contractual agreements with parties that involve a wide array of activities including, but not limited to, articulation, collaboration, consultation, educational affiliation, servicing, purchasing and facility use. The contract review process gives the University the opportunity to assess whether a proposed contract is beneficial, fair, consistent with the University’s mission, compliant with applicable University policies, and legally sound.

The following resources are intended to facilitate an efficient and effective contract review process and provide direction on who at the University must review and approve a proposed contract before it is executed, what contracts must undergo legal review by the Office of General Counsel, and which University representatives are authorized to sign a contract on behalf of the University.

Submit a Contract for Review

The contract review portal provides a streamlined way of circulating proposed contracts for review and approval.

Please complete the contract review form, select the intended recipients, and upload the contract along with any documents made part of the agreement (including order forms, terms and conditions from an embedded link, and policies incorporated by reference) for review.

Contract Review and Approval Procedure 

The contract review and approval procedure consists of 7 steps initiated by the University employee seeking to enter into a contractual agreement on behalf of the University. The following is a summary of the 7 steps:

  1. University employee establishes the terms of the agreement with the external party and reviews the contract.
  2. University employee circulates the contract to every impacted department at the University for review and approval.
  3. University employee circulates the contract to the Vice President of their division for review and approval.
  4. University employee circulates the contract to the Office of General Counsel for legal review.
  5. The Office of General Counsel circulates the contract back to the University employee with proposed legal changes.
  6. University employee emails the contract with the University's proposed changes to the external party for review.
  7. University's authorized signer makes the final business decision regarding any disputed terms and executes the final version of the contract.

Click here for a description of each one of the 7 steps.

Contract Review Diagram

 Diagram of contract review process

Contract Approval Policy

Click here for the Contract Approval Policy found in the University of the Incarnate Word Financial Policies and Procedures manual.

Helpful Resources

Approved Forms and Templates

The forms and contract templates available here have been approved by the University’s Office of General Counsel and their use is encouraged whenever possible. If an approved form or template is utilized and no changes have been made to it, the form or template does not require legal review. Any modifications of these templates require legal review as a necessary step of the contract review and approval procedure.    

Frequently Asked Questions

Contracts with external parties involving the expenditure of University funds or use of the University’s resources should be in writing and should contemplate the core terms outlined in the Contract Checklist regardless of prior practice or prior business relationships with the external party.

Per the Procurement Policy, written purchase orders are official contracts which authorize University purchases and should be the only method for placing orders with vendors. Purchases of goods totaling less than $1,000 can be completed using the University issued credit card/purchasing card (P-card) and do not require a written purchase order. Purchase orders for goods or services in the amount of $10,000 or more are to be accompanied by a University approved purchase order rider, if the vendor has not provided a written agreement with terms and conditions governing the transaction.

Although the business terms of a contract are unique to the specific transaction and should conform to the requesting school’s or department’s needs and expectations, the contract should contemplate the core terms outlined in the Contract Checklist.

The University shall be identified as the University of the Incarnate Word in all contracts. Schools or departments within University may not contract in their own name on behalf of the University, and must identify the University as the contracting party. The specific school or department seeking to enter into a contract on behalf of the University may be identified in the contract as the office through which the contract is being made. The University’s official address is: 4301 Broadway, San Antonio, TX 78209, and shall be listed in all contracts.

Authorized contract signers on behalf of the University include: the CFO & VP for Administrative Services; and the University President. Authorized signers of Clinical Affiliation Agreements include the Dean of the school seeking to enter into the agreement on behalf of the University; the CFO & VP of Administrative Services; and the University President. A Clinical Affiliation Agreement can be signed without undergoing legal review if a University approved template is utilized and no changes have been made. Any modifications to the University approved template or the use of an external party’s form requires legal review as a necessary step of the contract review and approval procedure.

Before a proposed contract is signed by an authorized signer, it should be reviewed and approved by:

(1) the contract owner (i.e., the University faculty or administrator seeking to enter into the contract on behalf of the University)
(2) all impacted departments (i.e., every department that is expected to be directly impacted or affected by the terms, conditions, and obligations set out in the agreement)
(3) the divisional vice president (i.e., the vice president of the division that oversees the school or department seeking to enter into the contract)
(4) The Office of General Counsel (i.e., the legal department for legal review)
(5) The authorized signer (i.e., the VP for Administrative Services)
Click here for a description of each reviewer's role.

As part of the contract review process, the contract must be reviewed and approved by all departments that are expected to be directly impacted or affected by the terms and conditions or obligations set forth in the contract.

Please consult the Impacted Departments Guidelines for general considerations on which departments are likely to be impacted by a contract.

The Office of General Counsel (“OGC”) is required to perform a legal review of: (a) any contract that involves a “special risk” or (b) any changes made by the contracting external party to any of the University’s pre-approved contract templates or the purchase order rider.

A contract involves a “special risk” if it:

(1) Requires the University to indemnify or insure an outside party.
(2) Involves an external party’s use of the University’s intellectual property (such as the University’s logos, marks, artwork, symbols, or copyrighted materials)
(3) Involves off-campus educational programs or activities (such as Clinical Affiliation Agreements and Educational Experience Affiliation Agreements) for which a University-approved template does not exist or is being modified
(4) Gives an external party access to private or confidential information (such as information protected by FERPA, HIPAA or the Gramm-Leach-Bliley Act)
(5) Involves the sale or lease of real estate
(6) Involves the opening or maintaining of banking accounts for the University
(7) May expose the University to unusual risk or liability due to the involvement of a third party or unusual arrangement
If you are unsure whether a contract warrants legal review, please reach out to the OGC directly at uiwogc@uiwtx.edu.

The OGC is not required to perform a legal review of a contract if the contract: (a) does not involve a “special risk” as described above; or (b) utilizes any of the University’s pre-approved templates and the legal provisions have not been rejected or changed by the contracting external party. 

Purchases of goods or services for which a vendor has provided a written contract or agreement with terms and conditions governing the transaction are required to go through the contract review and approval procedure set forth above.

Purchases of goods or services in the amount of $10,000 or more for which a vendor has not provided a written agreement with terms and conditions governing the transaction require an accompanying University approved purchase order rider that sets for the terms and conditions of the purchase. The rider becomes a part of the purchase order issued by the Purchasing Department and is sent by the requester to the vendor for fulfillment.

Pursuant to the Procurement Policy, if a school or department seeks to purchase a good that is in the amount of $1,000 or more, or a service (regardless of cost), the requester is required to go through the purchase requisition process. The automated requisition process begins with the submission of a purchasing requisition through Banner (https://myapps.microsoft.com/). The requisition form is submitted to the Purchasing Department for processing, approval, and conversion into a purchase order. Purchases of goods less than $1,000 can be completed using the University issued credit card/purchasing card (P-card) and do not require a purchase order.

The following is a visual illustration of the procurement process:

diagram of the procurement process

Purchase Orders (PO) are only required to go through legal review if the external party has rejected or changed the terms set forth in the University approved rider made part of the PO for goods or services in the amount of $10,000 or more.

If the external party has provided a purchase agreement or service agreement with terms and conditions governing the transaction, the contract will need to go through the seven-step contract review process, including legal review if the agreement meets one or more of the circumstances requiring OGC’s review (see above).

Amendments to the business terms of a contract must be negotiated, reviewed and approved by the contract owner (“CO”). If the changes are expected to impact other departments, the CO is required to obtain approval of the proposed changes from every department that is expected to be directly impacted by the terms. The CO is also required to obtain divisional approval from the vice president of the division that oversees the department seeking to enter into the contract. If the amendment does not include any changes to the legal terms, then legal review by the OGC is not required, provided that legal review was previously performed for the original contract.

Amendments to the legal terms of a contract must be reviewed and approved by the OGC. If the amendments also include changes to the business terms, the contract must be reviewed and approved by the CO, every impacted department, and the divisional vice president. Questions about whether the terms being amended are legal in nature should be directed to the OGC.

The CFO & VP for Administrative Services is required to evaluate any amendments to a contract, consider any disputed terms, and make the final business decision whether to commit the University to the transaction under the amended terms. The CFO & VP is an authorized signatory to execute the amended contract on behalf of the University.

The contract review portal provides a streamlined way of circulating proposed contracts for review and approval. The portal allows a contract to be circulated to: (a) the identified impacted departments, (b) the vice president of the division, and (c) the Office of General Counsel. Any proposed changes made to the contract by (a) – (c) must then be sent to the external party for review. The last step of sending the contract for final review/approval and signature by the authorized signer is done by email.

All contracts may be circulated through the contract review portal, except for: employment contracts, severance agreements, and settlement agreements, which may be circulated for review by email.

To find out the status of a submitted contract, please contact the Contract Administrator, Marisa Vasquez mfvasque@uiwtx.edu or by phone at (210) 829-3999.
Fully executed contracts are to be maintained by the contract owner (“CO”) for the period of the contract. Copies of the fully executed contracts (in electronic form) are to be maintained by the contract administrator for the period of six (6) years after expiration of the contract.
Any questions regarding the contract review process or the status of a submitted contract should be directed to the Contract Administrator, Marisa Vasquez, by email at mfvaque@uiwtx.edu or phone at (210) 829-3999.