The University has an updated Policy on Contract Review, Signing and Required Approvals (BD-1) effective June 7, 2013, which authorizes certain individuals to sign particular contracts that create obligations on behalf of the University. This Policy outlines the signing authority for a wide array of contracts and includes sections regarding the responsibility of signing officers, the management of contracts and the mandatory legal review of certain contracts.
Agreements that bind the University
Employees of the University (including Directors, Department Heads and Deans) are not authorized to bind the University to contracts or to create any obligations or undertakings on behalf of the University unless they have been authorized to do so pursuant to a resolution or unless authority to do so exists under the Policy on Contract Review, Signing and Required Approvals (BD-1).
A contract is an agreement that is legally enforceble, but it is essential to keep in mind that regardless of the title of a document, obligations and undertakings on the part of the University can be created even in a Memoranda of Understanding, a License, a Letter of Agreement and, in some instances, even in a letter of intent or other less formal documents. If in doubt, contact Legal Services.
Indemnities that bind the University
An indemnity is an undertaking to hold another party harmless and/or to defend them. Even if an employee has authority to sign a contract, in principle, the granting of an indemnity by the University is not permitted. Please contact Legal Services for more information if you are called upon to sign any form of agreement or other document on behalf of the University that contains this type of clause.
Often, agreements and other documents submitted to the University for signature will contain what appear to be ‘standard-form’ insurance and indemnity provisions. The University has extensive insurance coverage in place, but no employee of the University (including Directors, Department Heads and Deans) should agree to a specific type or amount of insurance coverage. All insurance provisions must be reviewed by a member of the Legal Services team and more often than not, by the University’s Insurance and Liability specialist.