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Contract Review Process and Resources

Contract Review Process

• Contracts should be sent to OGC for review ONLY if they fall into one of the following categories:
  • Contracts worth more than $100,000 in total spend or spend per year (for multi-year contract)
  • Contracts with particularly sensitive or materially risky subject matter, counterparties or terms. (See below for more guidance on these contracts)
  • Renewal or reuse of existing contracts in one of the above categories on either (1) different legal terms than those previously reviewed by OGC, or (2) legal terms last reviewed by OGC more than 8 years ago. (Changes to business terms or immaterial changes do not need OGC review)
• Examples of sensitive or materially risky contracts / terms include:
  • IT services contracts where vendors will have access to Northwestern’s sensitive IT systems or sensitive or confidential information (i.e., Level 2, 3, or 4 Data under Northwestern’s Data Classification Policy), such as cloud services vendors that host personal information of employees, students, or research participants
  • Contracts with vendors that will have access to proprietary materials or human biological samples (i.e., lab services vendors)
  • “Mission critical” software licenses
  • Contracts for the purchase or lease of real property
  • Finance transactions (e.g., contracts involving debt or debt-like obligations, such as capital leases or lease-to-own contracts)
  • Any contract that must be signed by the Executive Vice President
  • Restrictive contract clauses that prevent Northwestern from:
    • interacting or doing business with certain individuals or entities, or
    • undertaking otherwise lawful actions or operations (e.g., non-compete or exclusivity clauses)

If you are unsure if your contract falls under this category, please reach out to OGC

• Contracts DO NOT need OGC review if they are on Northwestern templates (as approved and maintained by Procurement, OGC, Schools, Departments, etc.) with unmodified legal terms, even if the contract would otherwise fall under one of the above categories.

Common Northwestern Contract Templates and Guidance

• Please use Northwestern contract templates whenever possible. Doing so will improve the speed and ease of the contracting process. 
• Contracts for the Purchase of Goods or Services
  • Procurement and Payment Services (PPS) is the primary resource for the Northwestern community when purchasing goods or services on campus.
  • You can find Northwestern’s current contract templates for the purchase of goods and services, such as the University’s Purchase Order Terms and Conditions, services agreement forms, and event riders, by going to PPS's Contract Process Website
  • The PPS Contract Process Website also includes a list of the University’s preferred vendors, and other guidance about the procurement and contracting process on campus.
• IT Contracts
  • Please contact Lester Greenman (lester.greenman@northwestern.edu) and Farhan Hasan (f-hasan@northwestern.edu) in Northwestern IT for assistance with contracts for the purchase of software, internet-based applications (e.g., Software-as-a-Service or “cloud-based” products) and other IT-related systems or services.
  • In particular, Northwestern IT assists with:
    • risk assessments for IT / software solutions;
    • IT services contract templates;
    • review of IT-related contracts; and
    • review of IT and data security terms in contracts with vendors that will have access to Northwestern’s IT systems, or sensitive / confidential information (e., Level 2, 3, or 4 Data under Northwestern’s Data Classification Policy).

• Sponsored Research Agreements
  • Please visit the Sponsored Research Agreements site for information regarding the agreements that should be routed to Sponsored Research for review through InfoEd, as well as available agreement forms.
• Core Facilities
• If you are a director or manager of a Northwestern Core Facility, please visit the Office for Research Core Facilities website to find guidance on current University policies and best practices for contracting with external users of core facilities, including current Northwestern Core Facility contract templates.

Contract Signature Process

• Collect Approvals
  • Before submitting a contract for signature, please collect all appropriate internal approvals required by your school, department or unit (e., department chair, Dean’s office, VP, etc.), as well as any other approvals related to your purchase required under the Purchasing and Payment Policy.

• Submit a Contract for Signature
  • It is your (the purchaser’s) responsibility to arrange to have the contract signed by the appropriate authorized signatory for your school, department, or unit.
  • Only authorized signatories can sign on behalf of the university.
    • The vast majority of employees, faculty, and other members of the Northwestern community DO NOT have the written delegation of authority to sign contracts on behalf of Northwestern or one of its departments/schools.
  • A list of the most common authorized signatories of purchase contracts for most departments and schools can be found at authorized signatory list.
  • If you are not sure who the proper signatory is for your contract, please reach out to either PPS or OGC for assistance.
• Keep records of the signed agreement
  • Keep the signed contract in your department’s/school’s/unit’s records according to the University’s Record Retention Policy. You are the primary record holder.
    • However, please also email the signed contract to richard.cummo@northwestern.edu for OGC back-up records.

Additionally, OGC and PPS have created the following contracting training materials that cover everything above in greater detail, as well as a number of other topics useful to anyone on campus involved with purchasing or contracting: OGC contracting materials,including a video presentation of our latest training training video.

As always, if you have any questions or need any clarifications about contracting on campus, please feel free to reach out to OGC’s Contract Manager, Rich Cummo (richard.cummo@northwestern.edu), who will be happy to assist you.