Contract Administration Business Managers Meeting January 11, 2006

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Contract AdministrationBusiness Managers
MeetingJanuary 11, 2006

• Carrick D. Craig
• Associate General Counsel
• 2315 Seibert Admin Bldg
• 387-1900
• carrick.craig_at_wmich.edu

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Contract Administration

• A Contract is any binding agreement usually
  written but can be verbal from the mundane to
  the multi-million
• Always think Do I have the authority to do
  this?
• If it is not binding its not a contract for
  example certain MOUs
• The BOT is the legal entity that governs WMU and
  only it or its designee can bind the University
• Authority to sign has been delegated to
• President, Treasurer, and Assistant Treasurer
• Further delegation for specific purposes
• Miller Auditorium
• Purchasing and Logistical Services
• Athletics
• Authority based on use of approved contracts

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Contract Administration

• If you do not have authority to sign, you may not
  sign. University and personal liability may
  attach if you do so and it will subject you to
  employee discipline as well (up to and including
  discharge).

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Contract Administration Continued

• There are standard contracts on the web, such as
  the independent contractor agreement
• Most contracts should be forwarded to Lowell who
  will review them and determine whether legal
  review is needed
• READ THE CONTRACT FIRST WHAT DO YOU THINK!
• If we are drafting the contract we need to know a
  few things
• What are the essential terms
• Length of the contract
• Compensation and method of payment
• Deliverable schedule

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Contract Administration Continued

• We look for other features too
• Indemnification provisions
• Termination clauses
• Insurance requirement
• Confidentiality clauses
• Ownership of intellectual property that results
• How to get your contract reviewed
• Do not sit on it contact Lowell
• Who else needs to be in the loop? Which wing of
  the house is involved? OVPR, IT, etc.
• Not all contracts are created equal

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Contract Administration Continued

• Expect a week to 10 days to review a contract
• Longer contracts or those involving large dollars
  will require more time
• Give us some history what is it for, why is it
  needed, who has approved the concept, and what
  the bargaining relationship is
• DO NOT SEND IT THE DAY BEFORE YOU NEED IT SIGNED!

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Contract Administration Continued

• After the contract is signed it is up to you to
  administer it
• BF and the OGC do not keep copies
• We do not diary dates
• We do not take ownership of the obligations
• If there is a problem with the contract let us
  know sooner rather than later
• The vast majority of times Lowell and I can fix
  problems, but the sooner we know, the better the
  chances.