Contract Approval and Signature Authority Policy

I. Scope

This policy applies to all members of the University community, and especially administrators charged with approving business transactions.

II. Policy Statement

The University will only be bound by written contracts to which the University is formally a party, that have been reviewed and approved in accordance with this policy, and that have been executed by University officials who have specific contract signature authority. No member of the University community has the authority to sign contracts on behalf of the University, or any program, department or unit of the University, in the absence of a formal written delegation of signature authority.

III. Reason for the Policy

In order for Indiana Wesleyan University (“University” or “IWU”) to effectively conduct its operations and carry out its mission, it is sometimes necessary to enter into legally binding agreements (“contracts”) with other entities. This policy is needed to articulate the University’s contract review and approval requirements and the protocols for the delegation of signature authority and to prevent.

IV. Procedures

Except where a specific, written exception applies, the following requirements apply to all contracts. If, after reviewing this policy, you are uncertain about the review and approval process or requirements for a particular type of contract, please contact the Office of Risk Management and Legal Affairs at contracts@indwes.edu.

1. Preliminary Review by Contract Initiator

   Prior to submitting a contract for required review and approval as described below, the Contract Initiator must read the entire contract, following the Contract Review Checklist.

   Contracts between student organizations or residence hall facilities and outside individuals or entities (such as bands, speakers, transportation companies, off-campus facilities, etc.) require a non-student Contract Initiator, as defined above. The Contract Initiator is responsible for the preliminary review of such contracts. The University will not assume liability for contracts entered into by student organizations or residence hall facilities that do not comply with this policy.

   When a contract also involves a purchase, the Contract Initiator must follow all of the applicable purchasing policies of the Office of Procurement Services.

2. Administrative Review and Approval

   Following preliminary review by the Contract Initiator, all contracts must undergo further administrative review and approval as set forth below:

   1. Unless specifically noted otherwise, every contract must be sent to the Office of Risk Management and Legal Affairs at contracts@indwes.edu for review;
   2. Depending on the nature of the contract and/or the requirements set forth below, the Office of Risk Management and Legal Affairs may initiate additional review by outside counsel;
   3. All contracts at or above $100,000 and/or with contract terms five (5) years or longer will automatically receive review by counsel;
   4. Contract Initiators that are utilizing agreement templates that have previously been approved by the Office of Risk Management and Legal Affairs, do not need to submit the contract to Risk Management and Legal Affairs unless changes are requested by the other party or the dollar value and term exceed the limits set in III(B)(3); and,
   5. Contract Initiators should allow for a minimum of two (2) weeks for the administrative review process.
3. Contract Signature Authority

   The University Bylaws of the Board of Trustees specify that only the President and the CFO are authorized to enter into contracts between the University and outside parties. The President and CFO, however, are permitted to delegate this responsibility to appropriate University officials. These University officials, typically at the vice president level and above, may make additional limited delegations of contract signature authority.

   All delegations of signature authority must be in writing on the Delegation of Signature Authority Form and must include:

   1. Information about the delegate, including the delegate’s University unit;
   2. The specific types of contracts the delegate is permitted to sign;
   3. The dollar limit;
   4. The duration of time for which the delegation is effective; and,
   5. Signature approval by the delegating official and the Executive Vice President. Presidential signature approval is required for signature delegations to Executive Council members.

   Copies of all such written delegations must be provided to the Office of Risk Management and Legal Affairs for reference and filing.

   Managers/supervisors are responsible for communicating this policy to all staff members and for enforcing its requirements.

4. Retention of Signed Contracts

   With the exception of employment contracts, which are to be maintained by the Human Resources Department, all University contracts should be forwarded to the Office of Risk Management and Legal Affairs for retention. All signed contracts must be maintained for the period required by applicable law in accordance with the University’s Document Retention and Destruction Policy.

V. Definitions

1. Contract means any agreement between two or more persons that creates a legally binding obligation to do or not to do a particular thing. A contract may or may not involve the payment of money. This policy applies to any document that obligates the University, irrespective of the terminology used to describe that document. Types of documents that constitute contracts include, but are not limited to:

   • Academic Agreements	• Affiliation Agreements
   • Assignments (transfer of contractual obligations)	• Business Agreements
   • Deeds	• Leases
   • Construction Agreements	• Employment Agreements
   • Memoranda of Understanding (MOU) or Agreement (MOA)	• Faculty Contracts
   • Non-Disclosure and Confidentiality Agreements	• Promissory Notes / Promises to Pay
   • Independent Contractor /Consultant Agreements	• Purchase Orders
   • Riders or Addenda to Existing Contracts	• Separation / Severance Agreements
   • Settlement Agreements	• Construction Agreements
   • Vendor Agreements for Materials, Equipment, and Services	• Waivers / Releases
   • Finance Agreements	• Volunteer Services Agreement

2. Contract Initiator means the individual who proposes to enter into contract negotiations with a non-University individual or entity. Contract Initiators must be University employees and may not be volunteers, students or student employees.
3. Delegating Official means a University administrator, who by action of the IWU Board of Trustees, has the authority to grant other University officials well-defined signature authority for business transactions.
4. Delegate means an individual to whom limited signature authority has been granted by an authorized University official.

VI. Sanctions

Contracts signed by employees without documented signature authority may be deemed void. Individuals in such circumstances may be personally liable for the obligations assumed under such contracts and are subject to disciplinary action, up to, and including termination of employment.