Contracts

What is the proper procedure if I have a contract that needs to be signed?

End users within departments/schools typically do NOT have the authority to sign ANY contracts or agreements with outside parties in the name of the University or one of its departments/schools.

Please review the Office of General Counsel's "Contract Review Process" page for more information and guidance about the process for reviewing contracts and for the list of authorized signatories. As a reminder, DocuSign is available for campus wide use.

When is Office of General Counsel (OGC) review of an agreement required?

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.
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)

When do I need to contact subject matter experts (SMEs) for contract review?

Besides OGC and PPS, other university offices provide input in their area of expertise. The full list of examples with contact information can be found on slides 30-32 of the Contracting Basics Training presentation and include Northwestern IT, Facilities, Export Controls Compliance, Risk Management, Treasury Operations, Neighborhood and Community Relations, and Global Marketing and Communications.

While contract review by the Office of General Counsel (OGC) is dependent upon the dollar amount, other SMEs should be contacted regardless of the dollar amount for vendor proposed modifications to Northwestern's standard language or when vendors insist on proceeding with their standard terms.

The vendor has proposed modifications to Northwestern approved terms for a purchase that doesn’t require OGC review, but I still would like help. Who can I contact?

Please contact the Procurement Contracts Manager, Tracy Mrowczynski, for purchases between $25,000 - $100,000 that are not materially risky after following the standard process of insisting on Northwestern approved terms and reviewing vendor modifications with business stakeholders.