OGC Contract Review Checklist

This is suggested as a useful tool for TAMUS components. It is not mandatory. This is NOT an interactive form, i.e., it does not send data to the A&M-System or compile information. It is intended as a guide only. TAMUS Policy 25.07 governs contracting and provides for the levels of approval required for different types of contracts. TAMUS Regulation 25.07.01 lists contract administration procedures and delegations. A&M-Texarkana may have its own Rules as well. F

1. Description of goods/services to be received by component? Clear and understandable description of the subject of the contract. Limit use of highly technical terms when possible.

2. Contractor’s name, address, phone, fax? Verify current information.

3. Contact person(s) for contractor, name, address, phone, fax, email address? Verify current information, especially if anything differs from (2).

4. Date contract is to begin? This may or may not be the date the contract is signed.

5. Date contract ends? This refers to date the contract would normally end unless terminated earlier for any reason.

6. Other important dates (deadlines, mileposts, reports due, etc.)? Dates should be clearly identified. Use full dates (ex: “June 3, 2004”) whenever possible. NOTE: in many foreign countries dates expressed in numerals use the Day/Month/Year format (e.g., June 3, 2004 would be written as 3/6/04 rather than 6/3/04).

7. Procedure for renewal clearly identified and understood?
   
   
8. Procedure for termination clearly identified and understood? Termination for cause and termination at will should be identified.

9. Verify highest level of approval within TAMUS needed for contract? Use current Delegation of Authority to identify highest level.

10. All exhibits, attachments, appendices, schedules, etc. attached? OGC normally will not approve an agreement until all of these documents have been provided for review.

11. Title and authority of person signing for contractor? Should be an officer or authorized agent of contractor.

12. If contract can be terminated at will (for no cause or without cause), verify that this is what component wants in the contract. This may cause problems for component and should be clearly understood prior to signature.

13. Clear description of amounts of money or other consideration for contract? Partial payments should be stated with due dates; amount tied to other amounts (e.g., royalties, percentages) should be stated in clear terms.

14. All payments are in U.S. dollars? If any part of the contract is performed or payable outside the U.S.

15. Method for providing notice of default and opportunity to cure? Normally written notice and reasonable time to cure.

16. Rights, obligations, duties of every party clearly listed? Each party’s responsibilities identified in understandable wording.

17. Time and place for performance? If performance extends over a period of time, include due dates if necessary.

18. Indemnification, liquidated damages, attorney’s fees, waiver of contractor’s liability, waiver of statutes of limitations clauses. 1. These types of clauses are not allowable for TAMUS components because of state constitutional restrictions. Notify contractor that these must be deleted. 2. AFTER attempting to have these deleted, if contractor refuses to comply, the following wording must be inserted before the wording: “To the extent permitted by the laws and constitution of the State of Texas,”. NOTE: this is not the preferred method, and all reasonable efforts should be made to have the original language deleted if possible.

19. Governed by laws of the State of Texas? TAMUS components may not agree to be governed by the laws of another state.

20. Venue for suits in county where component’s CEO has main office. State law (Sec. 85.18, Tex. Educ. Code) mandates this venue: it is not negotiable.

21. If insurance is required, types and levels of coverage listed? The TAMUS Office of Risk Management should be consulted if there are questions about the levels of coverage and/or carriers.

22. Confidentiality provisions? TAMUS cannot agree to keep information confidential if it is subject to public disclosure under the Texas Public Information Act (Ch. 552, Texas Government Code). For an example of confidentiality language, see Confidential Nondisclosure Agreement

23. Act of God or force majeure clause? Provides relief if performance impaired by unexpected events including weather and civil disturbances.

24. Assignment by either party must be approved in advance in writing. Written pre-approval of assignments is preferred but not mandatory.

25. Mandatory Alternative Dispute Resolution clause (Ch. 2260) included? Not required for contracts with other agencies of the State of Texas or the U.S. Government.

26. Spelling, formatting, grammar, punctuation, and general appearance of document are professional and accurate. Contract Review Guidelines and Checklist