Business Contracts Office

Formal Review of the Terms & Conditions

Matching the Terms with the Service

Refining the SOS, if necessary

Depending upon the nature of the contract, the Contracts Office will work with the department and the Purchasing Office to review and finalize the associated scope of services (SOS).

Note : As the “owner” of the agreement, the department must review and approve modifications to business terms.

Matching the Terms to the SOS

It is important that the terms & conditions of a contract appropriately coordinate with services. For instance, a contract for hosted database services (where UTSA information will be stored on third-party servers) will almost certainly require detailed confidentiality provisions, liabilities for data loss, and remedies for breaches of confidentiality. A contract for “off-the-shelf” software may not need any of these types of provisions. In both of these examples, however, an intellectual property indemnification should definitely be incorporated into the contract. As another example, an advertising, marketing, or seminar agreement will probably require language limiting the use of UTSA’s name, logo, and marks.

Redrafting & Negotiation

Compliance with Applicable Laws and Policies

The Contracts Office will analyze and review applicable legal terms and conditions to ensure protection of the University, as well as compliance with applicable state laws, UT System policies, and University regulations. See Common Contractual Terms Explained and Statutorily Required Clauses for further information.

Negotiation

The Contracts Office will facilitate any required negotiations with the vendor’s legal office or contract officers. The Contracts Office will maintain continuous consultation with the department, specifically in the area of business issues.

Major Areas within Every Procurement Contract

Generally, you will find the following components within any typical service agreement:

  • Parties
    • Typically defined in an opening paragraph. The opening generally delineates the parties with defined terms to be used throughout the agreement (i.e. “University” and “Contractor”) The opening paragraph also defines the agreement itself (i.e. a software license & support agreement defined as the “License Agreement”) and may establish the “effective date” of the contract
  • Statement of Services [Possibly within an Exhibit or Attachment]
    • Details defining the Scope of Services and specifications
    • Contractor requirements and deliverables
  • Pricing [ Possibly within an Exhibit or Attachment ]
    • Rate fees
    • Price structures
    • Payment terms
    • Audit rights
  • Performance Standards [ Possibly within an Exhibit or Attachment ]
    • Schedule of Services
    • Quality Control
    • Inspection
    • Approvals
    • Liquidated Damages
  • Term & Termination
    • Term of contract
    • Termination provisions (for cause & possibly convenience)
    • Survival of Certain Provisions & other Termination issues
  • Warranties
    • Compliance with Laws/Regulations/Policies
    • Specific licensing, education, and/or training requirements
    • Express Warranties of Scope/Service
    • Ownership of technology and warranty against infringement
    • Confidentiality issues
  • Risk Allocation & Remedies
    • Limitations of Liability
    • Disclaimers
    • Indemnification
    • Insurance
  • Boilerplate
    • Governing Law & Venue
    • Entire Agreement clause
    • Notices
    • Records
    • Severability
    • Force Majeure
    • Statutory Dispute Resolution requirements
    • Other Statutory clauses
  • Signatures
  • Any Necessary Exhibits or Attachments