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Contracts & Forms

Contract Guidelines

The Legal Office serves as a partner in the contracting process by providing legal review, identifying potential risks, and helping to facilitate agreements that protect the University’s interests. In that context, these Guidelines offer a practical framework to help the Subject Matter Expert navigate the process, identify important considerations, and facilitate a smooth and efficient review. 

Who is a Subject Matter Expert? 

A Subject Matter Expert (SME) is an individual at the University with specialized knowledge, skills and experience in a particular area of work or activity. The SME is typically a department-level employee who is responsible for overseeing and managing the performance of the goods and services to be provided under the contract. Because of their expertise and operational responsibilities, the SME is generally best positioned to determine whether the contract language accurately reflects the parties’ intended business terms and expectations. The review by the SME is critical and must occur first, before subsequent review by the Legal Office. 

Key considerations of the SME once a vendor is selected: 

1. Do I have the necessary documents for this engagement? This may include:
   1. Vendor’s quote, SOW, or proposal?
   2. Vendor’s agreement or a separate terms & conditions document?
   3. Vendor’s Certificate of Insurance for service-oriented contracts?
   4. A completed ¾«¶«Ó°Òµ Contract (if total compensation is ≥ $50,000) which is shared with the vendor?
      
      
2. Have I forwarded the Prohibited Terms in Contracts to the vendor?
   
   
3. Have I read the vendor’s documents?
   1. Do I understand what I’ve just read?
   2. Is the language consistent with the intent conveyed by the University?
   3. Can the University perform as written?
      
      
4. Is there alignment on core terms?
   1. If a ¾«¶«Ó°Òµ Contract is necessary, have I compared it to the vendor’s documents to confirm the core terms mirror each other (ie. the named parties, scope, compensation, and payment terms)? 

   2. Is the University referenced as The Board of Trustees of ¾«¶«Ó°Òµ? 

   3. Is the Scope of Work described accurately? 

   4. Are payment terms, frequency and any performance milestones correct?

   5. Can the contract be renewed or extended, if needed? Please seek guidance from the Legal Office and/or Procurement. 
      
      

5. Have I addressed any errors or inconsistencies discovered during my review directly with the vendor?
   
   
6. If all the above concerns are addressed, please proceed to initiate a requisition in ¾«¶«Ó°Òµ Buy. The Legal Office is included in the established workflow for ¾«¶«Ó°Òµ BUY so review occurs here.
   
   
7. Please be mindful that Legal’s review can require 14-21 business days to complete. This estimate is dependent, among other factors, on the quantity and length of the proposed documents. 

   It is highly recommended that transactions with added complexity or which involve specialized areas such as construction, real estate, grants, software licenses and software-related agreements, as well as technology transfers or intellectual property, be submitted as early as possible to allow sufficient time for review. 
   
   

   The Legal Office is a resource and partner throughout the contract lifecycle. Effective contracts are built through advanced planning and collaboration. The SME is essential to a successful contract by providing the technical expertise and program knowledge needed to support informed decisions, from planning through execution. By remaining actively engaged throughout the contracting process and collaborating closely with the Legal Office, the SME helps ensure a timely and successful outcome. 

   Thank you for your partnership! 

   Legal Office contact: Barb Trybula @ btrybula@csu.edu . 

Documents for Download

Contract For Services

Contract Amendment

Prohibited Terms in Contracts