Legal Review of Agreements and Documents

Policy Number: 
I.02.01
Reason for Policy: 

This policy outlines matters pertaining to legal review of agreements and documents.

Entities Affected by this Policy: 

All individuals affiliated with the UO who interact with University legal procedures.

Responsible Office: 

For questions about this policy, please contact the Office of the General Counsel at (541) 346-3082 or gcounsel@uoregon.edu.

Enactment & Revision History: 

Revisions approved by the university president effective January 6, 2020.
Former OUS Internal Management Directive; became a University of Oregon policy by operation of law on July 1, 2014.

Policy: 
  1. Legal Review
    1. The following agreements or documents must be drafted or reviewed by an attorney in the UO’s Office of the General Counsel.  The attorneys providing these legal services are reviewing or drafting the following agreements in order to evaluate legal risk and to confirm compliance with applicable federal and state laws, including constitutional provisions, statutes, administrative rules, and UO policies.
      1. Any agreement for the purchase or sale of real property or the purchase or sale of improvements to real property;
      2. Employment agreements or notices of appointments for the President, Vice Presidents, Provost, Vice Provosts, Athletic Director, Head Coaches, or any other employee with an annual salary in excess of $300,000;
      3. Employment agreements with other than tenured faculty for a term of three years or longer;
      4. Any agreement with a value in excess of $250,000:
        1. which includes the development of software or acquisition of software not “off-the-shelf”; or
        2. which includes a foreign entity, public or private, or an Indian tribe as a party; or
        3. under which UO provides services; or
        4. under which UO provides tangible or intangible property or the right to use tangible or intangible property.
      5. Any agreement under which UO takes equity in a company in which UO provides services, tangible or intangible property, or the right to use tangible or intangible property;
      6. Any settlement agreement or release of claims;
      7. Any faculty or student exchange agreement under which UO will pay or receive money or property;
      8. Any docket materials from UO on a matter submitted to the UO Board for action;
      9. Any non-utility easement; and
      10. Any solicitation documents for a competitive procurement that will result in a contract or agreement subject to this Policy.
    2. The legal review required by this Policy may be accomplished, for applicable transactions, by form or template agreements drafted or reviewed by a UO General Counsel attorney and made available to the relevant department or personnel at UO.
    3. In conjunction with the General Counsel’s Office, UO units may develop an internal process in order to exempt categories or sub-categories included in this Policy from legal review or to add categories or sub-categories to the list for legal review, as appropriate. The process should identify how legal risk, notwithstanding an exemption, will be reasonably managed. A category or sub-category may not be exempted or added to the list in Section A(1) until the process document is on file with and approved by the Vice President for Finance and Administration or designee. Once a process document is filed with and approved by the Vice President for Finance and Administration or designee, the exemptions or additions will be added to the list above in Section A(1).
    4. Internal process developed to exempt or add categories or sub-categories to the list in Section A(1) may include “catch-all” provisions to the extent appropriate based on the expertise and personnel in particular UO unit.
    5. Any agreement or document subject to legal review under this Policy must include evidence of such review, such as the attorney’s signature or communication from the attorney attached to the agreement or document. For instances in which a unit is using a form or template agreement as contemplated by Section (A)(2) of this Policy, notation or reference to the form or template drafted by the attorney is sufficient for this section.
    6. Nothing in this Policy removes or alters other requirements for the proper execution of an agreement or document, such as signature by an authorized contracting authority or compliance with procurement rules, policies or procedures, or other UO policies and requirements.
    7. Notwithstanding the list of agreements and documents included in this Policy, employees are encouraged to approach agreements and documents from a risk-conscious perspective and seek out legal review and advice proactively. Nothing in this Policy prevents or should discourage legal review of agreements or documents not included in Section (A)(1)(a)-(j).
  1. Review
    1. This Policy may be reviewed annually by the Vice President for Finance and Administration and other relevant stakeholders for amendment or revision, with specific care to consider how risk is managed by the inclusion, or exclusion, of particular categories or sub-categories.
Chapter/Volume: 
  • Volume I: Governance
  • Chapter 2: Legal affairs
Original Source: 
Internal Management Directive