Contracts

All contracts requiring legal review must be submitted to the Office of the General Counsel for review prior to performance by either party or execution by the university or a university direct support organization (DSO). Unless exempted by the university president or his designee, contracts requiring General Counsel review must be submitted through Cobblestone, the university’s contract management system. Once the Office of the General Counsel attorney or designee has completed its review, it will forward the contract to the authorized person for signature. (See UCF Policy 2-107). Departments are responsible for adhering to any required internal approvals, procurement requirements, information technology policies and any other applicable UCF policies, rules and regulations.

EXCEPTIONS TO THE POLICY

The following types of contracts do not require review by the Office of the General Counsel, but review may be requested by relevant campus units:

Research Agreements

Research Agreements will be reviewed by contract managers in the Office of Research and/or the UCF Research Foundation.

Templates

Templates will not require approval by the Office of the General Counsel unless changes are made to the template, except that the Office of Research may modify or alter templates that are also research agreements. A change is considered anything that does not constitute filling in the spaces intentionally left open for the insertion of information (e.g., names, addresses, dates, selection of location, etc.) Copies of templates, except for research agreement templates, may be requested from the Office of the General Counsel; some will also be made available for download from the Office of the General Counsel website.

Click-Through Agreements

While many click-through agreements do not require legal review, UCF Departments, prior to entering into a click-through agreement, are required to complete the UCF Information Security Office (ISO) “Click Though Contracts Checklist” available in the FAQ section of the UCF ISO Vendor Risk Management website: https://infosec.ucf.edu/vrm. The checklist helps determine the applicability of the Vendor Risk Management (VRM) process and shows what steps the UCF department should take depending on the data involved. Only those click-through contracts identified below as requiring General Counsel review should be sent to the Office of the General Counsel.

- GC Review Required
  Click-through contracts requiring “formal” signatures by both parties via signature blocks as opposed to just clicking a button.
- Potential GC Review
  Click-through contracts involving Restricted or Highly Restricted Data. The UCF department must follow the Click Through Contracts Checklist to determine the data involved and if the Vendor Risk Management (VRM) process is applicable. As part of the VRM process, UCF ISO will advise the UCF department on contractual and review requirements and whether the department needs to forward the click-through to the Office of the General Counsel. This applies to any purchases covered by a click-through agreement that involve Restricted or Highly Restricted Data regardless of what type of purchase mechanism is used (e.g. P-Card, Purchase Order, ROTT = Reimbursement Other Than Travel, etc.

Do Not Require GC Review: 1) P-Card purchases, except if the vendor requires formal signatures by both parties and P-Card purchases that involve Restricted or Highly Restricted Data. 2) Any other click-through that doesn’t involve Restricted or Highly Restricted Data.

Timing

Sufficient time must be allowed for the Office of the General Counsel and the signing authority to review and process an agreement prior to the commencement of the agreement. Questions regarding revisions made by the Office of the General Counsel should be directed to the attorney making the changes or the contract coordinator.

Most contracts will be reviewed in 10 days or less. This assumes the contract is sent to this office with complete information including the scope of work, effective dates, financial obligations, and other basic information necessary to enable a legal review.

If a contract does not contain basic information, violates state statute or federal law, or creates an unreasonable risk of liability for the university, the attorney will return the contract to the department with necessary revisions. Once the third party has accepted the revisions, the contract will be processed for signature.

Definitions

Contract: A contract is an agreement between two or more parties that creates an obligation to do or not do a particular thing. It can be an exchange for services, a promise, a commitment, a requirement, and/or responsibility to perform. There does not have to be a payment of money to create this obligation.

Party/Parties: A legal entity. The university and its DSOs are discrete legal entities that can create contracts between themselves or with third parties. The constituent parts of the university (centers, auxiliaries, colleges, institutes, etc.) are not discrete legal entities and the university is the party to contracts for their benefit.

Research Agreement. A contract 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 this policy, Research Agreement will include 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 the 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.

Template. A contract pre-approved by the Office of the General Counsel for use as-is.

Click Through Agreement. A contract, 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.

Contract Resources for Departments

Contracts ISO and FA Workshop This document discusses the different types of documents that can constitute a contract, who at UCF can sign contracts, highlights specific problem clauses in contracts, and addresses contractual procedures.

Media Consent Form This document should be used anytime any individual affiliated with UCF wishes to capture the image, voice, and likeness of another individual in the form of a photograph, recording, etc. This pertains to using such individual’s image for audio, video, film, and/or print images in any form and manner.

Affiliation Agreements

New affiliation agreements, along with renewals, amendment and addendums to existing agreements, require review and approval by the General Counsel’s office. Standard affiliation agreements should also be submitted through CobbleStone for approval. Before a department forwards an affiliation agreement for review, the department should review the document to determine whether any changes have been made to the department’s standard form or whether the proposed affiliate has proposed its own document. This information should be provided to the General Counsel’s Office when the affiliation agreement is sent for legal review. Additionally, each department should verify that the correct name for the affiliate is used and that all contact information for both UCF and the affiliate have been included in the document. If an affiliate requires attachments or exhibits to the affiliation agreements, these must be sent with the agreement for review. Incomplete submissions will not be approved. The agreements should be submitted and processed through Cobblestone (contracts.aa.ucf.edu). Please allow five business days for processing of standard agreements generated by UCF, and ten business days or more for non-standard agreements. Should edits be proposed, the affiliation agreement will be returned to the department to forward to the affiliate. The General Counsel’s Office will review each agreement and once approved, the document will be forwarded for any additional approvals and signature. It is the department’s responsibility to confirm vendor’s willingness to sign through Cobblestone, provide any additional vendor requests regarding signing, and include accurate signatory information for the vendor in the CobbleStone background notes. Failure to include this information in the CobbleStone record may cause delay in completing the signature process.

Contract Types

Below are some examples of different contract names:

- - Addendum
  - Advertising Agreement
  - Affiliation agreements including – Away Electives, Clerkship Preceptorships, GME Residency Affiliation Agreements, Standard and Non-standard
  - Agreement
  - Agreement for Reciprocal Student Exchange
  - Allocation of Rights
  - Amendment
  - Articulation Agreement
  - Assignment and Consent Agreement
  - Award Award (Flow Through)
  - Bond Agreement
  - Business Associate Agreement
  - Catering Agreement
  - Click Through Agreement
  - Collaboration Agreement
  - Confidentiality Disclosure Agreement
  - Construction Agreement
  - Construction Management Services Consulting Agreement
  - Continuing Services Agreement
  - Contract Agreement
  - Employee Agreement
  - Equipment Loan Agreement
  - Equity Agreement
  - Event Agreement
  - Facility Usage Agreement
  - Form Grant Agreement
  - Group Sales Agreement
  - Hotel Agreement
  - Incubator Lease Agreement
  - Institutional Agreement
  - Inter-Institutional Agreement
  - Lease Agreements including – Lease-purchase agreements, equipment leases, and real estate leases
  - Letter Agreement
  - Letter
  - Letter of Intent (LOI) License Agreement
  - Maintenance & Support Agreement
  - Maintenance Agreement
  - Marketing Agreement
  - Master Agreement
  - Material Transfer Agreement
  - Memorandum of Understanding (MOU)
  - Non-Disclosure Agreement
  - Option Agreement
  - Participation Agreement
  - Payor Agreement Proposal
  - Purchase Agreement
  - Purchase Order
  - Rental Agreement
  - Research Agreement
  - Sales Agreement
  - Service Agreement
  - Services Contract
  - Settlement Agreement
  - Software Agreement
  - Software License Agreement
  - Software Technical Support and Maintenance Agreements
  - Study Abroad Agreement
  - Subcontracts Task Order Agreement
  - Teaming Agreement
  - Termination Agreement
  - Termination Notices
  - Terms & Conditions Vendor Agreement
  - Visiting Scientist Agreement
  - Warrant Agreement

CobbleStone Search and Status

To search for a contract:

If you know the contract number, enter the number into the “search” field at the top of the main CobbleStone window. Click on the magnifying glass to search. This will bring up all contracts with that number. If you are the Requester (owner) of a contract, the contract number is located in the CobbleStone system emails you have received. Click on View Contract

If you do not know the contract number, enter a term in the search field. Click on the magnifying glass to search. Click on View Contract

To check the status of a contract:

Locate the contract record on the Contract Overview dashboard.
The fourth item listed is “Status”. The most common statuses are:

Requestor Review – The person who “owns” or “enters” the contract currently has the contract on their Contracts Requiring My Action dashboard
Legal Review – The contract is with an attorney for review
Legal Administrative – The contract is currently with the contract coordinator for processing
Non-UCF Party Review – The contract is with the non-UCF party, third party, supplier, vendor, or in negotiations
Authorized Signer Review – The contract is out for signature from either UCF or the Supplier/Vendor
Initial Submission Saved – The contract has NOT been submitted
College/Division/Unit Reviewer – The contract is being reviewed by your college/division/unit approver

If you are unsure if document constitutes a contract or if the document requires legal review, please forward the document to contracts@ucf.edu