When the originating department submits the contract to University Contracts for review, the submission certifies that

1. the originating department has carefully reviewed and inserted ALL of the material contract terms and conditions;
2. these terms and conditions are acceptable to the originating department, and
3. the terms and conditions of the contract are consistent with UAB’s business and operational objectives and applicable UAB policies.

In addition, the originating department should ensure that the contract submitted to University Contracts reflects the business and operations terms that the department has negotiated with the vendor and the department is able and willing to comply with the terms of the contract.

The business and operations terms include:

1. the pricing and payment terms, including taxes and late charges;
2. the scope of work and any deliverables;
3. the goods to be provided and the delivery terms therefore;
4. the length of the contract and renewal provisions;
5. the contract schedule and milestones to be met; and
6. the liability limitations and risk to the department and UAB.

The originating department’s review should focus on the business implications of the contract terms. The scope of work should specifically describe the services or goods the vendor will provide to UAB or UAB will provide to the purchaser. The originating department should ensure that the payment terms are correct and that the contract includes either a specific price or a clear and concise method of determining the price. If purchasing services, the contract should indicate the method of paying the contractor (for example, lump sum or rate per unit with the rates and units stated in the contract). If purchasing goods, the contract should specify the total number of items to be purchased, a per item price and the total amount to be paid.

The department should consider whether it is able to comply with the terms of the contract. For example, a contract may indicate that UAB will comply with certain privacy requirements or have certain software in place. The originating department should verify that it is able to comply with any such terms before it submits the contract for University Contracts review. If the originating department realizes that any business terms set forth in the contract are not acceptable, it should negotiate acceptable terms with the contracting party before submitting the contract to University Contracts. In addition, the department should consider whether the contract includes the entire understanding of the parties without additional oral explanations that are not included in the contract. If the department intends to rely on a representation or term that the contract does not contain, the department should arrange to add that term before submitting the contract to University Contracts.

Many contracts now provide the terms and conditions of the contract by including one or more embedded links to websites that the contract incorporates as if those terms and conditions are fully set out or stated in the contract. The originating department should both review the terms in these links and include these terms in the documents that the departmental reviewer uploads into the Contract Management System for review in either a pdf or Word format; provided, however, that all efforts should be made by the originating department to ensure that any contract, as well as terms included in embedded links, are submitted to University Contracts as editable, unlocked Word documents. In the event that a vendor refuses to furnish a Word document, the relevant contract may be submitted to University Contracts in an editable PDF format; however, contracts submitted in PDF format may delay the review process.

The originating department should ensure that it does not knowingly submit a contract that may present a conflict of interest. In its review, the originating department and school should consider the UAB Enterprise Conflict of Interest and Conflict of Commitment Policy. If the originating department has knowledge of a potential conflict of interest, such as an employee relationship with, or financial interest in, a contracting party, the originating department should bring this information to the attention of department management for resolution prior to submitting the contract for review.

Prior to submission to University Contracts, the originating department should determine whether the vendor needs to be registered in the iSupplier system. Contracts with no money attached, that generate revenue, or under which costs will be paid with a University P-Card do not have to be set up in iSupplier prior to submission to University Contracts (e.g., affiliation agreements that do not involve money). If the department learns that iSupplier registration is required, the department should determine whether the vendor is an active UAB supplier in the Oracle Administrative System. To determine whether the vendor is registered as an active supplier, follow the Supplier Inquiry instructions. Please note a valid Vendor Disclosure Statement (“VDS”) is required as part of the iSupplier process. A valid VDS is one that is signed and dated by the vendor within the past twelve (12) months of contract submission. Questions or requests for more information regarding iSupplier or the iSupplier registration process should be directed to UABiSupplier@uab.edu.

Once the vendor is registered in the UAB iSupplier Portal (if applicable), the originating department should submit the contract, including a detailed scope of work, and all other supporting documentation and information, as set forth in Step One above, to the Contract Management System ("CMS"). Each document should be uploaded separately and titled appropriately. Please refer to the CMS training resources for CMS access and use instructions. Failure to submit complete and accurate information in CMS may result in contract processing delays and/or rejection of the contract.

*Note: Contracts that include software or an IT component are required to have an IT ticket number prior to being entered into CMS. Please view the Service Catalog - UAB Service Portal (service-now.com) to enter an IT request.

Additionally, all efforts should be made by the originating department to ensure the appropriate UAB contract template is utilized, especially for contracts under which UAB will purchase goods and/or services from a vendor. The most recent version of UAB templates should be used whenever possible, as such use expedites the contract review process. It is the department’s responsibility to submit the most recent version of the applicable template to University Contracts. Because UAB’s templates are routinely updated, the department must obtain the relevant template from the Financial Affairs Contracting Forms website. Failure to submit on most recent version of a template will result in the contract submissions being returned to the originating department for update prior to University Contracts review.

Due to the high volume of contracts processed through University Contracts, it is imperative that the originating department submit the contract and all other necessary documents/information in a timely and complete manner. If the contract must be fully executed by a certain date, the originating department should submit to University Contracts as far as possible in advance of the anticipated execution date.

When the department submits the contract on the correct UAB contract template and all of the pre-submission requirements have been met, University Contracts will commit to having a fully executed and negotiated contract within fifteen (15) business days. If the agreement requires review by other UAB departments as set forth in Step Four below or if the opposing contract party requests revisions to the contract, the review may take longer.

Following submission, the University Contracts Office will perform an initial review of the contract and verify that all requirements for its submission have been met.

In some instances, in addition to the review by the originating department, a specialized and additional review may be necessary. The departments that may provide a specialized review include the Harbert Institute of Innovation and Entrepreneurship (UAB Research Foundation), the UAB Information Technology Office, University Risk Management, the UAB Institutional Review Board, the UAB Institutional Animal Care and Use Committee, the UAB Office of Responsible Research Practices, the Office of Compliance and Risk Assurance, the Office of Process and Quality Management, and University Relations. The University Contracts office will initiate the specialized review.

• Harbert Institute of Innovation and Entrepreneurship (UAB Research Foundation) reviews the contract if it contains significant intellectual property requirements that may impact UAB.
• UAB Information Technology Office reviews the contract to determine the sensitivity of the data that the vendor may have access to and the scope of that access.
• University Risk Management may review the contract if there is a question about the insurance provisions and whether UAB is able to comply with insurance requirements.
• UAB Institutional Review Board (IRB) reviews the contract to see if it is associated with a currently approved human subjects protocol. In undertaking its review, the IRB obtains the protocol number, Principal Investigator name and the title of the study. It then reviews the agreement to ensure that any changes indicated by the agreement have current approval. If the agreement is not associated with a currently approved human subjects protocol, the IRB may provide the originating department guidance that a protocol or protocol revision/amendment needs to be submitted.
• UAB Institutional Animal Care and Use Committee (IACUC) is responsible for reviewing contracts that involve animal work performed at UAB or directed by UAB at another institution to ensure the appropriate approvals have been granted by either UAB or the contracting institution.
• UAB Office of Responsible Research Practices reviews contracts that contain export control terms and conditions to ascertain whether UAB will be able to comply with the contractual requirements. This review may include more technical reviews of technology, equipment, research project activities, and deemed export concerns related to a particular contract.
• UAB Office of Compliance and Risk Assurance reviews contracts that present potential conflict of interests.
• UAB Office of Process and Quality Management/Data Protection Regulation Committee reviews contracts that require UAB to comply with out-of-state and foreign privacy regulations.
• UAB University Relations Office evaluates contracts to see if creative, content, marketing and web services are being performed. It also reviews contracts to maintain brand consistency. To ensure that UAB retains the rights for creative work and digital advertising metrics produced by any outside companies, University Relations utilizes master services agreements with certain vendors. University Relations’ use of master services agreements also serves to ensure that UAB meets federal accessibility guidelines.

The specialized review does not take the place of a careful review by the originating department. Following any necessary specialized review, the University Contracts office will perform a final legal review with assistance from the UAB Office of Counsel to ensure that the contract complies with applicable legal requirements and UAB policy.

The UAB Chief Financial Officer/Associate Vice President for Financial Affairs or his/her designee will also review the submitted contract to ensure that the financial arrangements included in the contract are consistent with UAB financial controls and restrictions.

If the contracting party agrees to accept the contract with UAB’s revisions (if any), the University Contracts office will ask the contracting party to execute it and return it. If the contracting party refuses to accept UAB’s revisions, the University Contracts office will contact the applicable UAB reviewer whose changes were not accepted to see if the dispute over the terms warrants further discussion. If the UAB reviewer and the contracting party cannot come to resolution over the disputed term, the University Contracts office will contact the originating department about the dispute and ask it for assistance with the negotiations.

Once all terms and conditions in the contract are fully negotiated and agreed upon by UAB and the contracting party, and if the contract does not require prior review and approval by The Board of Trustees of The University of Alabama (the “Board”) pursuant to Board Rule 406 (“Contracts on Behalf of the Board”) of The Board of Trustees of the University of Alabama Board Manual, an authorized signatory will execute the contract on behalf of UAB. After the authorized signatory has signed this contract on behalf of UAB, University Contracts will return the contract to the contracting party designated by the originating department in accordance with Step Seven below. If the contract requires prior review and approval by the Board pursuant to Board Rule 406, the contract will proceed as set forth in Step Six below.

If a contract requires review and approval by the Board pursuant to the terms of Board Rule 406, University Contracts will have all UAB reviewers, including Financial Affairs, review the contract and negotiate it with the contracting party. In addition, the UAB Procurement Department will ask the originating department to provide additional information for submission to the Board, including a letter from a senior administrator such as the dean of the originating School and a completed questionnaire. The UAB Procurement Department, in cooperation with the UAB President’s Office, will submit the fully negotiated contract and accompanying information provided by the originating department to the University of Alabama System office for review and approval by the Board at a scheduled Board meeting. If approved, the University of Alabama System office will return the contract to UAB for signature by an authorized signatory.

Following signature on behalf of UAB by an authorized signatory, the University Contracts office will have the contracting party execute the contract and return it to UAB. The originating department will receive an automated email notification once the contract has been fully executed, and the originating department may obtain a copy of the fully executed contract from CMS.

In accordance with UAB record retention policy, the University Contracts Office will store an electronic copy of the fully executed contract in its contract management system. The originating department should also maintain a copy of the fully executed contract. The originating department oversees the performance of the contract and monitors the contracting party’s compliance with the terms of the contract. It is the responsibility of the originating department to review each of its contracts at least annually to ensure that the department continues to comply with the contract and that the contract is still valid and appropriate. The annual review should be documented, and the review documentation should be retained with the contract and its approval documentation.