Contract Playbook: A Guide to Contracting on Your Campus

Contract management is often hampered by the lack of a centralized campus contracting program. A playbook can help quickly and clearly disseminate contracting information.

A contract playbook, sometimes called a school contracting guide or college procurement policy, is a structured and centralized resource directing users through the process of negotiating, finalizing, and managing contracts. It contains essential information such as authorized signatories, required language, and contracting guidelines.

Uses

A contract playbook can provide important benefits:

• Consistency across contracts
• Fewer misinterpretations
• Faster turnaround times

Advisory Team

An advisory team creates and annually reviews the playbook to make any changes to your process or preferred contracting terms. Include all relevant departments in this process.

• Legal Counsel provides the legal layout and confirms the contracting guidelines follow all federal, state, and local laws and regulations. Legal counsel also drafts any required language and templates.
• Procurement offers insights into your institution’s purchasing practices and specifies contract terms related to purchasing.
• Risk Management identifies potential contracting risks and appropriate insurance requirements.
• Finance reviews financial implications and ensures the playbook aligns with your institution’s budget and financial operations.
• Information Technology advises on technology contracts and helps digitize the playbook for ease of use.
• Human Resources disseminates the playbook and conducts training for faculty and staff.

Contents

Use the playbook as a reference tool for legal and non-legal staff. This helps ensure efficient, consistent contract handling. Include a table of contents with clickable links for quick access to relevant sections.

Describe any legal concepts in language understandable to a wide audience. Make it simple for users to find and understand topics. Spell out when legal counsel must be involved in negotiating, drafting, and executing any contracts.

Contracting playbooks commonly include:

What Makes a Contract

A contract is an exchange of promises the law will enforce. To create a legally enforceable contract, a promise must be given in exchange for consideration (something of value such as money, goods, or services.)

Contracts can be written or oral. When possible, commit contractual agreements to writing. Your institution may choose to require written contracts.

The Contracting Process

Describe the basic steps for creating a contract:

• Review general contract guidelines.
• Identify people or positions to review contracts.
• Define the types of reviews completed, including copy editing; formatting; conformity to federal, state, and local laws; and alignment with your institution’s risk allocation.
• State who has the authority to sign contracts.
• Establish timeline limitations, for example how much time is required for a review.
• Explain where and how long to store executed contracts.

This section also should describe how to respond to contracting proposals from external partners and provide guidelines for reviewing and revising a contract an external party submits. For example, see the University of Texas Austin: Contract Management Handbook and the Paramus Public Schools: Purchasing Manual.

Indemnity and Insurance Requirements

For consistency and comprehensiveness, include content required for all contracts.

Work with legal counsel to:

• Ensure contracts include an indemnity provision that is not unfavorable to your institution.
• Include state- and issue-specific language required by law.
• Confirm which party’s insurance applies.

Take these additional steps for each contract to ensure there is appropriate and adequate insurance:

• Review the other party’s insurance policies to confirm they meet all your institution’s insurance requirements.
• Set minimum policy limits for each line of insurance required and consider requiring excess insurance.
• Require proof of insurance through a certificate of insurance (COI) before signing the contract.
• Get a new COI annually while the contract remains in effect.
• Require an additional insured endorsement for coverage under the other party’s general liability policy.
• State that the other party’s insurance will provide primary coverage for claims arising out of the contract.

Standardized Contract Templates

Create standardized templates for common scenarios such as purchase orders, facilities use agreements, professional services or consulting contracts, and simple copyright licenses. Include model indemnity provisions and insurance requirements.

Provide the templates in the playbook along with instructions about:

• How to use the template
• Who needs to review contracts created from standardized templates
• Any monetary thresholds under which or over which additional review is required

Negotiation Guidelines and Techniques

Consider including guidelines to help staff negotiate more favorable contract terms.

Encourage them to:

• Frame your institution’s position through preparation.
• Always be explicit about expectations, liability, and significant legal terms.
• Consider the participants prior to negotiating contract terms and whether you should involve legal counsel.
• Stay calm and professional.

Common Misconceptions

Reduce common contracting mistakes by dispelling myths in the playbook to ensure employees don’t:

• Implement oral and implied contracts. Oral and implied contracts are still legally binding; if a dispute arises, these contracts won’t provide guidance on each party’s exchanged promises or rights and obligations.
• Require one person to create all your institution’s contracting policies and procedures without input from other departments. Involve multiple departments in creating your school’s contract playbook. This will ensure it meets common needs and accurately represents your institution’s risk allocation preferences.
• Click “Agree” online without fully reading the fine print. Staff and students may not realize minor actions such as clicking “agree” and completing signatures can serve as a binding agreement. Recognizing this potential mistake can help avoid unfavorable contracts.
• Assume only large contracts must be reviewed. All contracts, regardless of their size, should go through the requisite review process (if you have one) or adhere to the guidance in your playbook prior to signing.

Training

Make the playbook widely accessible by posting it on your institution’s website. Schedule workshops and training sessions to teach faculty, staff, and student leaders (if they’re allowed to execute contracts) how to use the playbook. Create quick reference guides and checklists that succinctly capture commonly used parts of the playbook, such as the contracting approval process.

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