Northern Illinois University
Office of General Counsel

A contract which is revenue-generating or zero-dollar and does not involve a service provider (i.e., any person or entity that provides goods or services to the university) or a vendor.

To the extent such agreements do not involve a service provider or a vendor and no payment by NIU is required under the terms of the agreement, affiliation agreements which set the terms by which students may participate in internships or externships at other facilities, location agreements permitting filming, photographing, or other types of recordings on or within university property, non-disclosure and confidentiality agreements, and services or program agreements pursuant to which the university will provide services or conduct a program(s) on behalf of a third party are examples of routine non-procurement contracts entered into by the university.

The Board of Trustees is the sole authorized contracting entity at Northern Illinois University pursuant to 110 ILCS 685/30-40. Therefore, all university contracts should be in the full legal corporate name of the university: Board of Trustees of Northern Illinois University.

If identifying the responsible division, college, school or department is necessary, the contracting party may be defined as "the Board of Trustees of Northern Illinois University on behalf of its College [Division, School, Department, as appropriate] of _____________." A university contract should not be made in the name of just a university division, college, school or department.

The university has university-approved standard contracts for certain types of transactions. The OGC can assist you in determining if the university has an existing template that may be used in connection with your particular contract transaction. The university's preference is to use university-vetted and approved language and agreements in connection with university contract transactions. Template-related questions or requests should be sent to ogccontracts@niu.edu.

If a contract contains insurance requirements or a certificate of insurance is required, the Office of Risk Management should be consulted. View more information about insurance requirements and contract reviews.

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.

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, Board of Trustees, subject matter expert). The departmental representative responsible for the contract is responsible for ensuring that the contract receives the appropriate level of departmental and university review and approval prior to execution, including by other university units that are impacted by the terms and conditions and/or obligations of the contract.

Once you are certain you will be entering into the transaction and have received all necessary departmental approvals to proceed, unless the contract is routinely handled by another university unit (e.g., Sponsored Programs Administration, Technology Transfer, Human Resource Services, Events and Conference Services), you may submit the non-procurement contract to the OGC for review.

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

To submit the non-procurement contract, complete the Contract Review Request Form for Non-procurement Contracts and attach all appropriate supporting documentation, then electronically submit the form via the online submission portal. View step-by-step instructions for completing and submitting the form.

If the other party has provided you with a proposed contract, please submit the agreement with your request. Please also submit any supporting documentation which 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 (that is, an amendment), please submit a fully executed copy of the original contract and all addenda and amendments to the original contract (if any) with the Contract Review Request Form.

If you do not have a contract draft to submit with your request, please provide as much detailed information as possible regarding the transaction on the Contract Review Request Form and submit any supporting documents that will assist with the preparation of a contract.

Listed below are matters the initiating department should consider when reviewing a non-procurement 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 NIU 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?

The department responsible for initiating the contract should 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.

The Contract Review Request Form requires the departmental representative responsible for the contract to confirm 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 and/or comments submitted with the request.

The legal review of contracts by the Office of General Counsel determines only the legal sufficiency of a contract, as opposed to whether the contract is appropriate and advisable from a business and/or administrative perspective. The final decision to enter into a contract is the responsibility of the NIU department initiating the contract, and should take place only after all applicable university approvals have been obtained.

If you are interested in renewing an existing agreement, you should check the agreement for any terms related to the renewal of the contract and follow any requirements outlined in the agreement. You should start working on the renewal of the agreement at least six months in advance of the contract termination date (unless an earlier start is needed based on the terms of the agreement).

If the agreement has already terminated (i.e., the contract end date specified in the contract has passed), the parties generally 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.

If the university’s contracting requirements have changed since the agreement was executed, additional modifications to bring the agreement in line with current university requirements may be required.

The Contracting Authority Signature Delegation List in the OGC Contracts Procedures (see page 8) sets forth the positions which have signatory authority to sign a contract on behalf of the university. The authorized signer for a particular non-procurement contract is typically determined by the nature of the specific contract transaction. Positions which have been delegated signature authority must follow any internal restrictions or guidelines within divisions, colleges and departments which apply to the exercise of that authority. Individuals in such positions should consult with their manager to confirm the scope of their signature authority, the responsibilities associated with such authority, and any applicable restrictions or guidelines.

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

Once the parties have reached agreement on the contract and all necessary approvals on the contract have been received, the OGC and requesting department will determine the best method for completing the contract signature process. The OGC and requesting department will decide which department will assume responsibility for sending the agreement to the other party for signature and for obtaining internal signature(s). Typically, requesting departments obtain signature from the other party given their established working relationship with the party. Once the university receives a signed contract back, before sending the agreement for signature on behalf of the university, it should be reviewed to ensure that no modifications to the final approved version were made.

A contract is considered fully executed only when it has been reviewed and signed by authorized representatives of all parties to the contract. All parties must fully execute the contract prior to performance.

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 Retention and Administration Guidelines 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.