This section provides information for SMU academic and administrative departments about the process for obtaining goods and services and the role of the Office of Legal Affairs (OLA) in reviewing contracts.
With limited exceptions, only the President of the University, a Vice President or the Treasurer has authority to sign a contract on behalf of SMU. In most cases, OLA review and approval is required before an SMU representative will sign a contract.
Before SMU signs a contract to meet a department’s needs, the department must comply with all University and departmental policies and procedures. This process includes obtaining budget approval, complying with SMU and departmental requirements for obtaining bids, and adherence to the University's signature authority requirements. The department should coordinate with Contracts Administration, Purchasing, Risk Management, Information Technology, Research Administration, and Human Resources as appropriate.
A contract is an agreement between two or more parties with a shared understanding of the terms, mutual obligations, and legal considerations. A contract may be called several different things: a memorandum of understanding, an agreement, an electronic agreement, a memorandum of agreement, etc. A document may be considered a contract even if SMU is not paying anything or receiving service (ex. non-disclosure agreements). While contracts can technically be oral, SMU requires that all SMU contracts be in writing. If you question whether the document you are reviewing is a contract, please contact your department's Contract Lead or email@example.com.
Once the substance of the agreement is determined, use a standard form contract or contact your Contract Lead or OLA to draft an agreement that incorporates the operational and substantive decisions. If a standard form is not used, the contract must be reviewed in advance of signing by OLA.
Only certain designated SMU personnel are allowed to execute and sign contracts and other instruments on behalf of SMU. Delegations of signature authority for various types of contracts are very limited. To determine whether you are an authorized representative of SMU for certain agreements, please contact your department Contract Lead. For more information on signature authority, please review visit our Signature Authority page and review University Policy (Contracts and Commitments).
Where can I find the University’s contract policy?
The University’s Contracts and Commitments Policy is University Policy 1.7.
What is the difference between a contract, agreement, memorandum of understanding, and letter of intent?
The terms "contract" and "agreement" are often used interchangeably, but the two concepts differ slightly. An agreement is a mutual understanding regarding rights and responsibilities amongst parties to a business arrangement. A contract is an agreement that creates clear and legally enforceable obligations. A memorandum of understanding (MOU) is a document that describes the broad aspects of an agreement that two or more parties have reached. A Letter of intent is a document that records the preliminary terms of an agreement. The letter of intent is nonbinding but typically sets out the key terms that the involved parties have agreed upon. The letter of intent is usually converted into a contract. It is important to note that the University Policy Manual defines "contracts" to include letter agreements, memoranda of understanding, letters of intent, offers proposed for acceptance by the University or another party, purchase orders and renewal or modifications of contracts, certifications, filings, and other instruments executed and delivered in connection with any legal or regulatory requirements. Therefore, while the terms "contract," "agreement," "memorandum of understanding," and "letter of intent" slightly differ in meaning, they are all required to go through the standard contract review process.
Why does SMU need contracts?
Having contracts benefits SMU in several different capacities. Contracts are a record of commitments for both parties and help prevent conflict and mitigate risks. With several departments, contracts also allow the University to remain efficient, organized, and up-to-date on current business, community, and academic relationships. Contracts also ensure that the University maintains compliance and proper record-keeping of a business agreement. Additionally, contracts are a necessary reference in the event of a misunderstanding or potential litigation.
Can the other party or third-party vendor's contract be signed as-is?
All contracts should be directed to your Contract Lead and OLA for review. SMU requires the use of our standard forms, when applicable. To determine if your contract should be updated to an SMU standard form, please contact your Contract Lead or firstname.lastname@example.org.
Can work or services be engaged before a contract is executed?
No. SMU requires a fully executed contract before the commencement of any work, service, or payment.
How will I know the status of a contract that I have submitted for review?
Contract review status can be viewed on SMU's Contract Management Software, Cobblestone. For additional questions regarding the status of your contract, please contact your Contract Lead or email email@example.com.
Could I be personally liable if I sign a contract and I am not one of the University's authorized signatures?
Yes. You may be held personally liable for signing a contract or instrument on behalf of SMU if you are not one of the designated authorized signatories. Personal liability may include all costs and expenses associated with the contract or instrument (including attorney's fees).
Are there any insurance requirements for holding an event on or off-campus?
Yes. For more information, please contact the SMU Office of Risk Management.
What is the process for establishing a consortial, academic, international, or academic affiliate relationship with another university or entity?
For more information on consortial relationships, academic partnerships, and affiliation agreements, please visit the Consotrial Relationships, Academic Partnerships and Affiliation Agreements webpage.
I am coordinating a trip/event. Will my event require a waiver and release of liability?
The requirement for a waiver or release depends on several factors such as the type of activity, location, attendees, etc. Events should be submitted to firstname.lastname@example.org to determine if a waiver is required for your event and/or trip. For more information on SMU releases of liability, please review the SMU Releases of Liability Guide.
Does the University have standard contract forms?
What if the University already has an SMU contract in place and the vendor provides its additional terms and conditions?
A “battle of the forms” arises when two parties are negotiating the terms of a business agreement, and each party wants to contract based on its own terms. A typical battle of the forms scenario is when a vendor provides a quote, the purchase order documents (with different terms) are exchanged, and no contract is signed. The battle of the forms is often won by the last party to put forth terms and conditions that the recipient did not explicitly reject. However, the battle of the forms analysis is very fact-specific in determining which terms should be used. If you think you have a battle of the forms issue, contact email@example.com.
What is an indemnification clause?
"To indemnify" means to compensate someone or an entity for a harm or loss. In most contracts, the indemnification clause, also known as a "hold harmless" clause, compensates a party for harm or loss in connection with the other party's actions or failure to act. Indemnification clauses should be reviewed or approved by OLA before the execution of a contract.
What is the appropriate governing law for SMU contracts?
A governing law provision determines what state law will be used to interpret and/or enforce a contract. All SMU contracts should be governed by the laws of the state of Texas with Dallas County as the venue location.