Contract Development and Review

Submitting a Request for Contract Review or Drafting to the OGC

Review Recommended:  It is strongly recommended that all contracts, including without limitation addendums, extensions, renewals and amendments to contracts, be reviewed for legal form by the Office of General Counsel (OGC) prior to the agreeement being submitted for execution by authorized personnel.  On a practical level, failure to do so will likely result in the contract being returned to you without signature.  More importantly, failure to provide the contract to the OGC for review could affect statutory protections reserved for state officials employed by SIUC, significantly increase SIUC’s legal risk, and could  expose you to personal legal risk.

Exception:  It is not necessary to submit pre-approved University templates that are not changed in any material way to OGC for review (although OGC review may still be required by the signature authority in which case you will need to do so). Pre-approved templates are those templates that have been reviewed by the OGC within two (2) years prior to use as indicated in a footer in the bottom left corner of the document. If it has been longer than two (2) years since a template was approved by the OGC, the template is no longer approved and must be submitted to the OGC for review. If your template does not have an OGC review date footer, your template is not pre-approved and must be submitted to the OGC for review.

Process:  All requests to the OGC to draft a contract or review non-procurement contracts should be submitted by email to ogcreview@siu.edu .  It is preferred that the document be submitted by the department sponsoring/ implementing/managing that contract because that will facilitate communication.  Sponsoring departments should not have other departments (for example a department that is one of the administrative or subject matter expert checks that agreements should undergo prior to being submitted for legal review) submit their agreement for legal review.

The initial review request must be accompanied by a fully completed and executed Contract Certifications Form.  This form is required whether you submit the review request directly to the OGC or through another University unit.

Contracts will typically be reviewed in the order OGC receives them. You should allow a minimum of twenty-one (21) days for contract review/drafting (see below for futher information on timelines).  The returned document will either be approved as to legal form, in which case you may start the signature process, or will be amended-either directly in the document you submitted or via an addendum or amendment.  When changes have been made, the next step in the process is to review the agreement and the changes and raise with OGC any questions or concerns you have regarding the contract.  If you have no questions or concerns, the document should be returned to the other party for its review.  If and when the other party returns the document, you should return the document to OGC as instructed in the OGC email returning the document to you.  In the absence of such instructions the returned draft should be returned to ogcreview@siu.edu .  That process will then continue until the document is finalized.

Procurement contracts should be sent to Procurement Services for processing.  Procurement Services will  forward procurement contracts to the OGC for review as needed. See the Procurement Services  webpage for more information.  

Documents/Information to Be Submitted with Request for Review/Drafting:  When requesting legal review of a contract the following should be submitted to ogcreview@siu.edu :  (1) Fully editable version of the contract; (2) any terms and conditions or other documents referenced in the contract, including without limitation scopes of work and payment schedules, riders, and addenda; (3) all existing amendments and addendums to the contract; (4) if the document being submitted for review is a renewal, extension, amendment or addendum to an existing contract, submit the contract that the renewal, extension, amendment or addendum is intended to modify and notify OGC of the circumstances; (5) any written records of adminstrative or technical approvals (e.g., Dean's approval, approval of IT for software contracts etc.); (6) the source of funds with which a contract will be paid (see below); and (7) fully completed and signed Contract Certifications Form.  The document(s) being submitted for review must be in the form of an actual attachment and not a link to a document.  Links to documents, including Docusign and Adobe Acrobat Sign links, will not be accepted.  

NOTE:  The "source of funds" requirement is not merely a request for an account or budget purpose number.  Rather, the source of the funds in that account or budget purpose being utilized to pay for the contract must be identified.  Examples of such sources are, state appropriated funds, student fees, self funding, grant funds, or gift.  An example of a "self funded" source would be a payment to another entity for a University sponsored student trip that is entirely funded by fees collected from the participating students. 

Submitted Contracts Should be Editable:  Other than pre-approved University Templates, when submitting a request for review of a contract or other document, the submitted documen should be in an editable MS Word format. If changes have been made to a University template, that contract should also be submitted as an editable MS Word document with all changes redlined.  It is the requestor’s responsibility to submit contracts for review in an editable format. If the contract is not in an editable format you must explain why it is not possible to provide a document in an editable format in your email submitting the contract for review. 

Request to Draft a Contract:  If you need a contract drafted, please provide the OGC (again, at ogcreview@siu.edu)  with a term sheet that contains a description of the contract requested, the parties to the contract (including the full legal name of the other party), and a list of all of the material business terms that are required.

NOTE: It is  important that the full legal name of the contracting entity is used in contracts.  In the U.S., most legal entity names end in Inc., LLC, Corporation, Corp., P.C., etc. If you have any questions regarding the correct name of a legal entity, please contact the OGC. 

Multiple Contracts/Multiple Document Contracts:  Multiple contracts should not be submitted in a single email to ogcreview@siu.edu .  Rather, each contract should be submitted in its own email.  If a contract is made up of more than one document and you are unable to submit all of those documents in a single email because of file size limitations, you should split up the contract into as many emails as necessary in order to circumvent the file size limitation; but each such email should be titled in the subject line in a manner linking all of those emails together.  For example, you might state Email 1 of 2 for Contract X and the second email containing those contract documents would be Email 2 of 2 for Contract X.

Timeline for Review/Drafting:  Office of General Counsel will process your request and return the draft document to you-typically within 21 days.  If you require a shorter timeline, please explain the reason(s) a shorter timeline is required and include the date the contract is needed in your email.  "ASAP" and other shorthand references are not acceptable in lieu of a date.  In addition to indicating the date in the body of your email it is recommended that you call attention to the need for expedited review by stating "Expedited Review Requested" in the subject line of your email.  

 Maintaining Attorney/Client Privilege:  Please do not copy outside parties on communications with Office of General Counsel, including emails to ogcreview@siu.edu .  Submittals of documents or requests from parties outside the University will not be accepted for legal review.  Such requests for review must come from University employees.

Communications/OGC Number.  You will note when an agreement is returned from Office of General Counsel that there is an "OGC #" in the subject line of the email.  Please ensure that you include that number with any and all subsequent communications regarding that agreement.