Contract Review Checklist

Location:

System Office Lone Star College–CyFair Lone Star College-Kingwood Lone Star College–Montgomery Lone Star College-North Harris Lone Star College–Tomball The University Center

Department/Office:

Contact:

Phone:

Contractor:

Contact:

Phone:

Effective Date
of Contract:

Ending Date:

Highest Level of Approval Required:

Board of Trustees (Board Meeting Date: _________)
Chancellor
Location Executive Officer (President or Vice Chancellor)
Other
(specify:)

Is the agreement in a form approved by the Office of General Counsel? (Please check the Model Contract Forms page for a listing of current OGC-approved forms.)

If the answer to 1 is "no", can it be converted to one?

Is it complete? Does it include ALL documents referenced in the agreement (attachments, exhibits, etc.)?

Are the parties clearly identified? Look for ALL of these:

• Corporate/individual names of other party
• Authority of representative to sign•point of contact for each party (name, address, email, telephone, fax)
• College clearly identified as part of Lone Star College System (colleges are not separate entities and must be described in the contract as "part of Lone Star College System, a public community college district organized pursuant to Section 130.004(a) of the Texas Education Code."
• Identity of person authorized to sign for Lone Star College System (must be the Board of Trustees, Chancellor, President, or Vice Chancellor)

Are there specific (month, day, year) beginning and ending dates?

• If the agreement exceeds one year in duration, it must be approved by the Board of Trustees unless it is an agreement where the District is providing educational services and there is no exchange of funds between Lone Star College System and the other party (This type of educational, clinical, or affiliation agreement may be approved and signed by the President).

Does the agreement provide that the parties may terminate it at any time? If so, is this consistent with the purpose of the agreement?

Are the events that are considered to be a default listed? Are they clear and specific?

Is there a method described for providing notice of default and a chance to cure?

Is the consideration (i.e., the money, property, or other benefit) stated clearly and accurately? Do typed numbers match the total cost of the agreement?

If the district or college will be paying the other party, does the obligation to pay extend beyond the current budget year (i.e., after August 31st)?

• If the answer is "yes", there must be wording included to state that the college or district's obligation to pay is conditioned upon appropriation of funds.

Are the rights and obligations of each party set out clearly?

Will the contracted services involve the creation or "use" of copyright protected or other forms of intellectual property?

• If the answer is "yes", then the agreement must state which party has the legal obligation to satisfy the legal requirements of the U.S. Copyright Act and provide assurances from the other party that it will not in a manner that violates the copyright ownership rights of the first party.
• If the district is the creator of intellectual property under the agreement, the district must not surrender any of the rights of ownership unless the agreement is approved by the Lone Star College System Board of Trustees. The district can provide a license to use created intellectual property, if the consideration is adequate for the value of the work.

Is there any language that obligates the district or college to do any of these things: indemnify, waive liability of the other party, or make any warranty, waiver of statute of limitations or other time period in which actions may be brought?

• If there is indemnification, waiver, or warranty: DELETE this language. If it cannot be deleted, then insert this phrase at the beginning of the provision, "To the extent permitted by the laws of the State of Texas,".
• Contractual limitations language should be treated the same way.

Is the other party required by the contract to have insurance?

• If so, is the district an additional named insured?
• Must the district receive proof of insurance and notification of any changes in coverage?
• The district's risk manager must approve any contracts with insurance clauses and receive a copy of the executed agreement and proof of insurance.

Is the district or college required by the contract to have insurance?

• If so, then the insurance clause must be reviewed by the district's director of risk management.
• If the district does not have the coverage required, the costs of the insurance purchase will be absorbed by the contracting department or college.

Does the contract contain a confidentiality clause?

• If the answer is "yes", DELETE it.
• If it cannot be deleted, then insert this phrase at the beginning of the provision, "To the extent permitted by the laws of the State of Texas,".

Miscellaneous: If the answer to any of these is "no," then the contract must be changed so the answer is "yes":

• Is Texas law controlling?
• Does the contract state that it is the entire agreement between the parties?
• Does the contract say how notice is to be given to all parties?
• Is there a force majeure or "Act of God" provision?
• Does the signature page show all required signatures?
• Does the contract state whether or not it is assignable?
• Is there an effective date contained within the contract?

Does the contract require arbitration? If so, remove the clause. A nonbonding mediation or dispute resolution process may be acceptable, depending on the contract.

Attach this form to your contract and send by interoffice mail to the Office of General Counsel at the System Office (System Office). Please allow at least 4-6 weeks for review of your contract.

If you have any questions, please contact the Office of General Counsel or call 832.813.6508.