FAQs & Contract Guides
FAQs &Contract Guides
At a basic level, a contract is an agreement between two or more parties that creates a binding obligation, financial or otherwise. Examples for UNCSA include affiliation agreements, intellectual property, nondisclosure, events, professional service agreements, leases and purchase orders for goods or services. If you have a document that meets the criteria of a contract and it requires one or more signatures, it is a contract.
The following guides when working with contracts with the University:
- Contract Guide for UNCSA Employees Negotiating Agreement Terms
- User's Guide to Professional Service Agreement (PSA)
- Independent Contractors Quick Guide for Travel Expenses Reimbursement
Answers to some contract-related questions
Are “click-through” agreements online considered contracts?
Yes. Anytime you have to click “I accept” online, you are agreeing to terms and conditions. You should print the online terms and conditions and submit them with a Contract Routing Form to the Purchasing Department before agreeing to them so they can be reviewed for legal compliance.
What is the correct way to route a contract?
There are two different procedures to follow depending on the type of contract you are routing.
PSA – If routing a standard Professional Services Agreement (PSA):
- Complete the PSA fillable form.
- Send the PSA to the independent contractor for review and signing.
- Once you receive the signed form from the independent contractor, you complete a Contract Routing Form.
- Submit the PSA with the Contract Routing Form as a cover to the Purchasing Department.
Third Party Contracts and Agreements – If routing an agreement or contract from the vendor:
- Complete a Contract Routing Form.
- Submit the unsigned agreement or contract, with the Contract Routing Form as a cover, to the Purchasing Department.
- The agreement or contract will be reviewed and a Standard Addendum completed, if needed.
- If a Standard Addendum is needed, it will be sent back to the department contact to forward to the contractor.
- The contractor will need to sign the Standard Addendum and return it.
- Once the Purchasing Department received the signed Standard Addendum, the contract will be approved and routed for signatures.
- Once signed by UNCSA, it will be sent back to the department contact to forward to the contractor. The contractor will need to sign and return to UNCSA.
In both cases once a contract is fully executed, a copy should be sent to the Purchasing Department that will forward a final approved copy to the department contact.
Which party signs the contract first?
Professional Service Agreements (PSAs) should be signed by the contractor first. Once signed, they should be forwarded to the Purchasing Department for review and execution.
Second party contracts should be reviewed by the Purchasing Department, routed for signatures, and then signed by the contractor.
When is a contract considered fully executed?
A contract is considered fully executed only when it has been reviewed and signed by all necessary parties. All contracts must be signed by authorized representatives before any work, the delivery of goods or services, or the usage of any University facilities may begin.
Can the Purchasing Office help with contract negotiations?
Yes. While UNCSA business contracts are initiated by departments that have a business need for a contract, the Purchasing Office can, and often does, assist with contract negotiations.
To request assistance, be prepared to describe your understanding and intent of the contract.
Is there standard language I should use when negotiating with contract second parties?
The Office of General Counsel has created Contract Guide for UNCSA Employees Negotiating Agreement Terms to assist UNCSA departments with review of contracts and to ensure compliance with applicable state law requirements.
What if the second party to the contract wants revisions to a UNCSA contract template/addendum?
Ask the second party to document their requested changes as redlines or notes on the UNCSA contract template. Submit the redlined contract to the Purchasing Department.
When should I work directly with the Office of General Counsel?
Best practice is to submit all contract requests to the Purchasing Department noting any concerns you have with the contract. The Purchasing Office will consult with the Office of General Counsel on your behalf.
How can I get a “Standard Addendum”?
The Purchasing Department will create an Addendum that can be attached to any contract between third parties and the University. By having both parties to a contract sign the Standard Addendum, the clauses contained within the Standard Addendum will be incorporated into the contract, ensuring compliance with state of North Carolina contracting requirements. To receive a Standard Addendum, follow the correct process for routing a contract. The Purchasing Department will create an addendum and attach it to the contract.
How long will my contract review take?
Agreements are processed on a first-in, first-out basis and can take from a day to several days to execute depending on the complexity of the contract and volume of contracts already in process.
Requests for Rush/Priority processing will be accommodated on a case-by-case basis.
Who can sign a contract?
Only a person who has been delegated signature authority in UNCSA Policy 109, or official memo from the Chancellor, can sign a contract.
If you have additional questions, contact the Purchasing Department.