Contracts

Expedited Process

The Legal Services Department implement an ‘expedited contract’ process where, for contracts which are low risk or low value or where there is a particular time pressure for signature, Legal Services will only review certain agreed clauses in the contract. In such instances, the Contract Owner will be responsible for reading the rest of the contractual clauses and assuring that it can meet the obligations imposed on the University. 

The Expediated Contract Review Process applies to University activity which either:

1. Falls outside of the University’s core activity; or
2. Falls within the University’s core activity but the financial, legal or reputational risk associated with the activity is assessed as not being very high.

The determination as to whether or not the Expediated Process applies lies solely with Legal Services.

Under the Expediated Process, the following will apply:

• The Contract Owner (see below) will be required to carry out their own contract review, making sure that operational and financial terms in particular are correct;
• Once completed, this must be sent to Legal Services;
• Legal Services will review the contract review and identify from the content of the contract review if any terms are unacceptable to the University Legal Services will also review a limited number of key clauses only including;
  • Payment provisions
  • Data protection
  • IPR
  • Warranties
  • Indemnities
  • Liability caps
  • Term and termination rights (including force majeure and consequences of termination)
  • Law and jurisdiction
  • [OfS regulatory matters]

  NB Legal Services will not review the entire agreement.

• Once both reviews are completed, Legal Services will identify to the Contract Owner any clauses that are not acceptable and will provide you with alternative wording. Legal Services will only advise on one round of clause negotiations.
• The Contract Owner is expected to communicate with the contracting party and provide the alternative wording suggested by Legal Services for the contracting party’s review. If the amendment is not negotiated satisfactorily, resulting in a unacceptable risk to the University, this will be highlighted to the contract signatory, and the contract may not be signed.
• Once negotiations have been completed, Legal Services will submit the final version of the contract, together with the Contract Owner’s Contract Review and Legal Services Contract Review to the appropriate contract signatory for execution.

Role of the Contract Owner

Identification

Each contract must have a contract owner.  This will be the person (identified by their job title), responsible for managing the day to day operation of the contract.  It should be someone of suitable seniority who will take ownership the contract management and responsibility of the delivery of any University obligations therein.

The identity (name and job title) of the Contract Owner should be included on any instructions to Legal Services.

Requirements of Contract Owner under Expediated Contract Review Process

Under the Expediated Contract Review Process, the Contract owner is required to:

During the contract negotiation process:

• Read and understand the contract.
• Ensure operational terms can be complied with and where appropriate, liaise with other University departments to ensure this;
• Complete the Contract Review [insert link] (note, a copy of this will be sent to the appropriate contract signatory);
• Be the point of contract with Legal Services;
• Negotiate the terms of the contract with the contracting party (as appropriate)
• Confirm that any risk mitigations identified can be met.

Following execution of the contract:

• Ensure any risk mitigations are put in place and remain in place as appropriate;
• Be responsible, as far as possible, for compliance with contract terms (including liaising with other University departments, subcontracts as required).This includes ensuring compliance with contract obligations and dates for delivery;
• Monitoring compliance with contract terms by contracting party;
• Seeking timely advice where contractual issues arise (including amendments, renewals, terminations, disputes, breaches). NB Legal Services must be notified as soon as possible where a dispute arises or there are any threats of legal action.