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Contracts

Contract Review

In accordance with the university’s Contract Review Policy 2-102.4, all contracts entered into on behalf of the University of Central Florida or any of its Direct Support Organizations (DSOs) must be reviewed by the Office of the General Counsel (OGC) with the following exceptions:

Contracts whereby the university or a DSO is engaged, usually but not always for compensation or cost-reimbursement, to conduct research for a third party and, in exchange, to provide deliverables. For purposes of the UCF policy, this includes other contracts associated with research arrangements, such as non-disclosure and materials transfer agreements. A research agreement will typically have a designated staff member in the Office of Research (or DSO) assigned to the review and negotiation of the contract.  The Office of Research will determine which contracts for research constitute Research Agreements for purposes of this policy.

Contracts which have been pre-approved by Office of the General Counsel.

Contracts, generally associated with online transactions and software, where one party sets up a proposed electronic form agreement to which another party may assent by clicking an icon or a button or by typing in a set of specified words.  Click Through Agreements are also known as click-wrap agreements.

Please note that, although click-through agreements do not require submission for legal review, departments are required to complete the UCF Information Security Office (ISO) “Click Through Contracts Checklist” available in the FAQs section of the UCF ISO Vendor Risk Management website. If restricted or highly restricted data is involved, per the university’s Data Classification and Protection Policy 4-008.2, the department must work with ISO to ensure any necessary steps are taken to protect UCF data, including executing a Secure Handling of UCF Data Agreement where appropriate.

All other contracts must be submitted through Cobblestone, the university’s contract management system, for review. Additionally, please note that, while executed templates do not require legal review, they should also be submitted into Cobblestone for recordkeeping purposes.

When submitting a contract for review, please allow sufficient time for OGC and the signing authority to review and process the agreement, generally at least 10 days, and ensure all relevant documents and pertinent information are included in the submission. If a contract does not contain basic information, violates state statute or federal law, or creates an unreasonable risk of liability for the university, OGC will return the contract to the department with feedback, including any necessary revisions. Once the other party has accepted the revisions and/or any negotiation has been completed, the contract can be processed for signature.

In submitting and performing on university contracts, departments are responsible for adhering to all applicable UCF policies, rules, and regulations, including but not limited to required internal approvals, procurement requirements, and information technology policies, and for ensuring any contractual obligations and/or deliverables are met.

Templates

To increase efficiency of the contracting process, OGC encourages use of pre-approved templates when possible. If you have a need for a new template or to inquire if there is an existing template or model contract that would be appropriate for a specific situation, please reach out to us at contracts@ucf.edu.

Signature Authority

All contractual and transactional authority for the university resides with the University of Central Florida Board of Trustees which has delegated a substantial authority to the President and only university employees with written signature authority delegation may sign contracts on behalf of the university. Visit our Legal Services page for more information on signature authority, delegation form, and the signature authority list.

CobbleStone

CobbleStone is the university’s contract management system and contract repository. All contracts requiring legal review must be submitted to the Office of the General Counsel per policy UCF 2-102 https://policies.ucf.edu/documents/2-102.pdf through the Cobblestone system, unless it meets the exceptions to the policy. Cobblestone can be accessed on the Office of the General Counsel Home page or under the Resources tab at the end of the page. If you have any questions regarding CobbleStone or contracts please contact us at contracts@ucf.edu or call our office at 407-823-2482.

Resources for CobbleStone and contract review: