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  • 1.  Legal review of contracts

    SUPERSTAR CONTRIBUTOR
    Posted 03-25-2022 08:55
    Disclaimer:  If you work at the same institution where I work, please know this is not a PLAN.  This is fact-finding in the service of something I hope becomes a plan ;)

    So, at different places where I've worked, signature authority and review of contracts has happened in different ways.  At one place, we started out by sending all contracts (not subawards off grants, but everything else) to Legal for review.  Then, "magically" Legal let us review and sign contracts ourselves.  We developed a matrix so we knew when we were out of our depth and needed to rope Legal back in.  Now that same institution has just hired a lawyer who sits in OSP somewhere and does contract review.

    Here, pretty much every contract goes to Legal.  Not subawards and not anything that is on a University-approved template (which is a change since I got here), but everything else.  The thing is, that little $4000 contract for a PhD student to go do data collection somewhere is vital to her, but Legal has real stuff to do.  And our contracts inevitably go to the bottom of the work pile.  And I imagine there work pile is at least the size of mine, which is formidable.  The approval delays are disturbing, and I know Legal's preffered way of doing business.  But, being me, I'm looking for a system-level improvement.

    So, how are contracts handled in your world?  And if you've navigated the change that allow OSP to review simple but non-standard contracts without Legal, what did that navigation look like?  And how did you choose to staff that new obligation?

    Many thanks!

    A

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    Andrea Buford
    Director, Office of Sponsored Programs
    Oakland University
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  • 2.  RE: Legal review of contracts

    STAR CONTRIBUTOR
    Posted 03-31-2022 07:31
    Hi, Andrea,

    I've worked at places where things do not go to legal regularly, and those where they all went to legal, and took a minimum of four weeks for review.  As you said, the contracts go to the bottom of the pile, because other things are deemed more critical.

    From working at an institution that sends all legal things out for review because they didn't have in house full time legal counsel, to a place with an office of several attorneys, and at least one that had someone with a law degree who did some general counsel work but also had another area of responsibility, I can tell you that I do appreciate having legal review.  Of course, I didn't appreciate our reviews being relegated to the bottom of the pile, but since I didn't have a lot of training in legalese, it was wonderful knowing someone else did.

    I know larger institutions that have contract review personnel and it works out very well.  Training, experience and skill are of course critical.

    I'd say the middle of the road approach has been my favorite so far.  Get the right kind of people to be able to review basic contracts and provide them with a good list of what is acceptable and what isn't, as well as some reasonable revisions, and then hopefully only send complicated, odd, or perhaps new entity agreements to legal for full review.

    I don't have a solution to the bottom of the pile issue.  I can tell you that I once worked with an attorney with whom I'd worked in another capacity.  Occasionally it helped that he knew I was only requesting a rush when I absolutely had to.  But not always.

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    Pamela Vargas
    Director, Research & Grant Development
    Southeast Missouri State University
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  • 3.  RE: Legal review of contracts

    RISING STAR CONTRIBUTOR
    Posted 03-31-2022 10:04
    We have changed over time as well when it comes to legal review.  Several years ago we had 1 attorney in OSP who would review contracts and terms and conditions. Eventually it became too burdensome and a new office was created (Office for Research & Technology Agreements) which houses 3 attorneys.  We created a high/low risk matrix and only those items considered high risk require review from that office.  The Specialists review and make the determination between high/low risk upon receipt of the award. They also  handle the low risk contracts.

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    Jennifer Mills
    Senior Grants and Contract Specialist/ERA Administrator
    University of Alabama - Tuscaloosa
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  • 4.  RE: Legal review of contracts

    Posted 03-31-2022 13:23
    You seemed to have gotten some excellent guidance here.  We'll be taking a look at this issue in the near future.  The high/low risk matrix sounds like what we need to do.  If anyone has sample matrices they would like to share, I'd appreciate it.

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    Audrey Wineglass Foster
    Assistant Dean for OSP + Research Svcs
    Gallaudet University
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  • 5.  RE: Legal review of contracts

    SUPERSTAR CONTRIBUTOR
    Posted 03-31-2022 13:32
    I think I have the old from my old job - but I'd need to get permission before sharing it more widely.  But the matrix is going to vary quite a bit based on state law and public vs. private institution, I would think.

    A






  • 6.  RE: Legal review of contracts

    Posted 03-31-2022 13:49
    No worries.  I will see what I can find elsewhere.  Thanks! -- alwf

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    Audrey Wineglass Foster
    Assistant Dean for OSP + Research Svcs
    Gallaudet University
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  • 7.  RE: Legal review of contracts

    Posted 04-05-2022 13:48
    If anyone does have sample matrices, that would be great.  There are others who are interested if you have any samples.  Thanks much!

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    Audrey Wineglass Foster
    Assistant Dean for OSP + Research Svcs
    Gallaudet University
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  • 8.  RE: Legal review of contracts

    STAR CONTRIBUTOR
    Posted 04-06-2022 17:19
    This has definitely been a struggle for BSU. Though processes have improved drastically in the past 5 years due to appropriately staffing the Sponsored Projects contracts team. That team now has samples they are able to work from (instead of drafting everything from scratch regardless of previous experience with a sponsor or subawardee), and that has improved turnaround time. Also delineating what is a standard grant agreement with terms and conditions that the AOR has authority to sign off on, and what is truly a contract that requires a University legal signatory, has been helpful. Not everything needs legal review! Our contracts / compliance team also has a score sheet that has a number of factors on it that help assign priority to a contract that does require legal review. This alleviates some of the 'Everything is a rush!' sentiment since there are rules around what gets made an actual priority.

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    Augusta Isley
    Senior Proposal Manager
    Ball State University
    amwray@bsu.edu
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