Contracts

A contract is a legally enforceable promise or set of promises.  Enforceability depends on certain legal criteria, including an offer and acceptance, consideration, and mutual assent.  If the elements of enforceability are met, it doesn’t matter whether the contract is on paper or electronic, or whether a softer-sounding term such as “memorandum of understanding” or “letter agreement” is used.

Often, a university contract involves buying or selling goods or services, including professional services.  But a contract doesn’t have to involve payment: it can create a legal relationship with another person or entity, such as an academic or clinical affiliation agreement.   And a written signature is not always required: contracts are also signed through electronic assent, such as a “click to accept” feature.

Sometimes, the university may take an official action by signing or otherwise authorizing a legal document that is not a contract.  A legal document is one that changes the university’s legal relationship with the other person or entity involved. 

Review of contracts and other legal documents and authority to sign them

Contracts and other legal documents usually require review by the Office of General Counsel.  The Purchasing Department also plays a key role in the university’s acquisition of goods or services and can serve as a valued resource.  Special procedures are used for the purchase or licensing of software and applications for university business purposes, including freeware.

Do not assume that your position with the university gives you the authority to sign a contract or other legal document on its behalf.  The President has delegated this authority to certain positions only.  Signing a contract or other legal document without authority could result in personal liability and disciplinary action up to and including termination of employment.

Ohio Ethics Law

Please be aware that university policy and Ohio ethics laws place significant restrictions on purchases of goods or services from a university employee and also operate whenever an employee’s family member or business associate may derive a financial or other tangible personal benefit from a university contract or a firm being considered for a contract.  Any questions about this subject should be directed to the Office of General Counsel.

Key Policies

Before signing or otherwise authorizing a contract or other legal document, you should become familiar with the following university policies:

Updated: 10/17/2024 08:18AM