FAQ

A non-procurement contract is revenue-generating or zero-dollar and does not involve a service provider or a vendor.

A procurement contract commits funds from the University and/or involves a vendor or service provider or a party leasing or licensing property to the University.

There are many different names for contracts. Some of the more common contracts at SIU include the following:

• Agreements
• Memoranda of understanding/agreement (MOU/MOA)
• Letters of intent
• Estimates
• Proposals
• Orders
• Affiliation agreements
• Assignments
• Licensing agreements
• Amendments
• Confidentiality Agreements
• Services Agreements

No contract should be signed on behalf of the University unless the contract has undergone all required administrative review and received all necessary approvals (e.g., departmental, Office of General Counsel, subject matter experts such as IT or Tech Transfer). The departmental representative responsible for the contract is responsible for ensuring that the contract receives the appropriate level of review and approval prior to execution, including review and approval by other University units that are impacted by the terms and conditions or obligations of the contract.

If your contract is a procurement contract you should submit it to the Procurement Services for processing. Procurement Services will forward contracts requiring legal review to the OGC. More information is located within the Procurement Services website. 

Once you are certain you will be entering into the transaction and have received all necessary departmental approvals to proceed and the agreement has undergone review by applicable subject matter experts (e.g., IT for software agreements), you may submit the contract to the OGC for review, unless the contract is routinely handled by another University unit (e.g., Office of Sponsored Projects Administration, Office of Technology Transfer, Human Resources, Events and Conference Services). If your contract is routinely handled by another University unit, you should submit the contract to that unit and the unit will be responsible for submitting the contract to the OGC for review.

Please allow enough lead time for drafting, editing and further negotiations (if needed) prior to any deadline.

All requests for contract drafting or review of non-procurement agreements, excluding sponsored projects and grant agreements, should be submitted by email to: ogcreview@siu.edu . Procurement contracts should be sent to Procurement Services for processing. Grant and sponsored projects should be sent to Office of Sponsored Projects Administration (“OSPA”) for processing.   OSPA and Procurement Services will determine if further legal review in OGC is necessary for those categories of contracts falling within their jurisdiction.   More information can be found within the at the Procurement Services webpage,  https://procurement.siu.edu/ , and the OSPA webpage, https://ospa.siu.edu/. 

The review request must contain confirmation from the departmental representative responsible for the contract, via the Contract Certification Form that all terms of the contract are accurate and acceptable, including, but not limited to, scope of work, pricing, dates, payment requirements, confidentiality requirements, etc., and that any needed changes have been identified in redlines or comments submitted with the request. This information is required whether you submit the review request directly to the OGC or through another University unit.  For further information please see this webpage.

All contracts (procurement and non-procurement) will be reviewed in the order they are received by the OGC. You should allow 21 days for contract review. If you have an urgent review request, please explain the reason urgent review is required and include the date needed in your email. "ASAP" is not acceptable in lieu of a date. 

All contracts must be accompanied by a Contract/Agreement Certifications form (PDF Link).

If the other party has provided you with a proposed contract, please submit the agreement with your review request. Please also submit any supporting information and documentation that may aid with the review of your contract request (e.g., proposal, invoice, quotation, description of services, prior similar agreement(s) entered into with the party, etc.).

If the contract is a modification to an active (i.e., currently in effect) contract (also known as an amendment or addenda), please submit a fully executed copy of the original contract and all previous addenda and amendments to the original contract (if any) with the review request.

Requests for contract review must include a document in an editable format, such as a Word document. 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.

If you require a contract to be drafted, please provide the OGC with a term sheet that contains a description of the contract requested, the parties to the contract and a list of all of the material business terms that are required. 

The department responsible for initiating the contract must consider the business implications of the terms and conditions of the contract, and must determine what it can and cannot agree to and what needs to be negotiated with the other party.

Listed below are matters the initiating department should consider when reviewing a contract. Please note that this is not an all-inclusive list.

• Is it in the best interest of the University to enter into the contract?
• Does the contract make business sense?
• Are the contract terms and conditions, including the duties of the parties, clear, consistent and acceptable to SIU and the department?
  • Are the business terms correct?
  • Is the description of services (if any) correct?
  • Are the University's obligations under the terms of the contract understood, and are they correct?
  • Are the obligations of the other party set forth correctly?
  • Is the term (start and end date; duration of contract) correct?

• Does the department and the University have the necessary resources to fully perform their obligations under the contract?
• Does the contract serve the department's and University's missions and responsibilities?
• Does the contract include the entire understanding between the parties, without additional oral explanations or promises that are not included within the contract?
• Are the limitations of liability (if any) acceptable from the business perspective? 

The legal review of contracts by the OGC determines only the legal sufficiency of a contract, as opposed to whether the contract is appropriate and advisable from a business or administrative perspective. The final decision to enter into a contract is the responsibility of the SIU department initiating the contract and the authorized University representative with signature authority to sign the contract, and should take place only after all applicable University approvals have been obtained.

What if there are insurance requirements in a contract or a certificate of insurance is required? Where can I learn more about the University's insurance requirements and whether insurance terms requested by the other party are acceptable?

If a contract contains insurance requirements or a certificate of insurance is required, the SIU Office of Risk Management should be consulted. The departmental representative responsible for the contract is accountable for ensuring that the contract receives Risk Management review when needed, and for collecting and maintaining any required certificate(s) of insurance, if applicable. 

Yes, the OGC has approved standard contracts for certain types of transactions. The OGC can assist you in determining if there is an existing template which may be used in connection with your particular transaction. The OGC’s preference is to use vetted and approved language and agreements in connection with all transactions. The OGC can also assist you with drafting an appropriate contract if a preapproved template is not available. 

If there are issues raised during the OGC’s review, the requesting department is responsible for resolving the outstanding issues with the other party to the contract.  If resolution of outstanding legal issues requires the involvement of the OGC, please contact the OGC to discuss. In no event should you provide the other party with an attorney’s contact information without the attorney’s prior approval.   

The Board of Trustees is the sole authorized contracting entity for Southern Illinois University pursuant to 110 ILCS 520 et seq. Therefore, all University contracts must be in the full legal corporate name of the university: Board of Trustees of Southern Illinois University. 

It is recommended that the preamble state that a contract is affiliated with SIU and that the responsible division, college, school or department is identified as follows: "the Board of Trustees of Southern Illinois University, by Southern Illinois University Carbondale, on behalf of its College [Division, School, Department, as appropriate] of _____________." A University contract must not be made in the name of a University division, college, school or department alone. 

If a contract has already terminated or expired (i.e., the contract end date specified in the contract has passed), the parties should enter into a new contract. It is important to keep track of agreement termination dates and start the renewal process well in advance of the contract termination date. For more guidance regarding renewal of an expired agreement, please contact the OGC. 

Only individuals who have express, delegated signature authority may sign contracts for the University.  Delegated authority must be in writing.   The Chancellor and the Director of Procurement Services are each delegated such authority by the Board.  Further delegations for Carbondale campus personnel will come from one of those two individuals.  Any contract that is signed by an individual who does not have written delegated signing authority may not be binding on the University. In addition, an individual who signs a contract without delegated signing authority may be held personally liable for the contract and any damages caused to the University, and may be subject to discipline. If you have any questions relating to delegated signature authority you should contact the Office of General Counsel, but generally speaking if you do not have a written delegation giving you express authority to sign the contract in question, you are not authorized to sign it and should not do so.

Any individual who signs a University contract without delegated authority is subject to disciplinary action and may be held personally liable for the contract and any damages caused to the University. 

The requesting department is responsible for maintaining fully executed copies of contracts, including any attachments and other supporting documentation, in accordance with the University's Records Managment  and any contractual requirements. 

The requesting department's responsibilities also include, but are not limited to:

• Tracking the start and termination dates of the contract;
• Ensuring compliance with the terms and conditions in the contract;
• Monitoring payment(s) and deadline(s); and
• Maintaining all records pertaining to the contract.

Procurement Services retains copies of executed procurement contracts.  

 No.  The Office of General Counsel represents the University only and cannot assist you with any personal legal matters.

Contact Us

Need more information?

Office of General Counsel
Southern Illinois University

Anthony Hall, Room 318

1265 Lincoln Drive
618-453-2219 (phone)
618-453-1374 (fax)