Business Service
Contracts:
Processes and Procedures
(AM 541)
Business Contracts Office
Staff
Richard A. Wollney Jr., J.D., CTCM
Contracts Manager
Anthony Sanchez, J.D.
Contracts Specialist II
Frank Grijalva, MBA
Contracts Specialist II
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Agenda
 Definition of a Contract
 Signature Authority
 Types of University Contracts
 Specific Contracts for the Business Contracts
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Office
Clickwrap Agreements
Routing
Agreements with Employees
After-the-Facts
Timelines
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What is a Contract?
Contract Law 101
Determining the Initial Step
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What is a Contract?
A contract is an agreement between two parties
that creates an obligation to perform (or not
perform) a particular duty. A legally
enforceable contract requires:
1. An Offer (I’ll mow your lawn this weekend, if you
pay me $30)
2. An Acceptance (You’ve got a deal)
3. Consideration (The value received and given –
the money and the lawn mowed)
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Establishing Offer and
Acceptance: “A Meeting of the
Minds”
A legally recognized offer and an acceptance
creates a “meeting of the minds’, or mutual
assent, between the parties.
Mutual Assent requires the presence of the
following factors:
1. Both parties must exhibit a “contractual intent”
[words spoken in jest or frustration will lack the
requisite intent];
2. The terms of the offer must be clear and definite;
3. The acceptance must be clearly communicated.
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The Requirement for Clear and
Definite Terms
Required Clarity: For terms to be legally
valid, a reasonable person must be capable of
readily understanding them.
Four primary areas in determining
definite terms:
1. the parties;
2. time for performance (term or service
schedule);
3. the price; and
4. the subject matter or scope of service.
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Consideration:
The Importance of the “Bargained Exchange.”
Consideration must be mutual. Both
parties must receive something of value.
Involvement of money is not required.
Contracts vs. Gifts
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Executing the Contract
Who can Sign?
Signature Authority
President-Delegated Authority:
1.
2.
3.
V.P. for Business Affairs
Associate V.P. for Administration
V.P. for Research (See Below)
 All financial and non-financial Sponsored Project and Research
contracts along with certain Sponsored Research accounts are
negotiated/signed by the Office of Sponsored Project Administration
(OSPA).
 Standard Business Agreement Template Agreements funded by
Sponsored Research accounts are signed by the appropriate Research
Service Center Director.
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Types of Contracts
Types of University Contracts
 Affiliation & International  Museum/Exhibit Agreements
 Participant/Speaker Agreement
Program Agreements
 Athletic-Specific, or
Student-Specific
Contracts (nonprocurement in nature).
 Entertainer/Artist
Agreement
 Interagency Cooperation
Agreements (IAC) &
Inter-Local Agreements
 Procurement Contracts; Vendor
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Services
Service Agreements (for
individuals not organized as a
business)
Sponsored Research Contracts
and Sponsored Projects
Click Wrap Agreements
Study Abroad Agreements
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Specific Contracts for the
Business Contracts Office
Service Agreement
Services Agreement
 Used for services from individuals or other
entities not formally organized as a
business.
 Small dollar: Total Value not to exceed
$5000 (including reimbursable expenses)
 After the Fact Purchases (More detail to
follow)
 Details of Service Agreement (Critical
Nature of Exhibits)
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Participant/Speaker/Evaluator
Agreements
Exempt Agreements
 Used for speakers, lecturers, evaluator, or
to provide compensation to individuals
participating in formal University events.
 Used to contract with individuals or other
entities not formally organized as a
business.
 Small dollar: Total Value not to exceed
$5000 (including reimbursable expenses)
 Details of Participant/Speaker/Evaluator
Agreement
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Departmental Direct Expense
Participation Form
Departmental Direct Expense Participant Form
For large number of Participants
For DIRECT Expenses only
Participants must be U.S. Citizen
Submit form to Disbursements
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Entertainer, Artist, or Promoter
Agreement
Exempt Agreements

Used for artists, entertainers, or
performers.
 Used to contract with both individuals and
companies.
 Exempt from Competitive Procurement:
Value can exceed $5000.
 Details of Entertainer/Artist Agreement.
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Interagency & Interlocal Agreements
Exempt Agreements
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Used for contracts with other State of Texas
Government entities
Interagency: Contracts with other State
agencies
Interlocal: Contracts with Texas municipal,
county, and local government entities (also
includes political subdivisions of the State,
such as school districts).
Exempt from Competitive Procurement: Value
can exceed $5000 (with certain exceptions).
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Affiliation/Educational
Experience Agreements
Educational Experience Affiliation Agreements
 Used to establish student internships.
 No exchange of funds.
 Changes to Standard Template Requires UT
System Approval.
 Requires both Affiliation and Accompanying
Program Agreement.
 Send Information Form to vendor
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Clickwrap Agreements
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Clickwrap Defined
A clickwrap agreement is a standard form agreement that is
displayed on a website. The user must indicate assent to the
agreement by clicking on an icon which indicates acceptance of the
terms of the agreement before access will be granted to the
software, data, or other digital content.
Sample clause:
By clicking the acceptance button or installing or using the . . .
software, the individual or entity licensing the product (“licensee”) is
consenting to be bound by and is becoming a party to this
agreement. If licensee does not agree to all of the terms of this
agreement, the button indicating non-acceptance must be selected,
and licensee must not install or use the software.
ACCEPT TERMS
CANCEL
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How to Process

Similar to a signed agreement, a Clickwrap
agreement will be binding on the University and can only
be properly accepted by those individuals with Presidentdelegated authority to bind the University to a contractual
commitment.
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ALL Clickwrap Agreement requests should be
forwarded to the Business Contracts Office for review. The
Business Contracts Office will assist in securing the
appropriate authorization for acceptance of a Clickwrap
agreement and document it with the required offices.
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ROUTING
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Routing of Affiliation & Program
Agreements
Routing Forms
 Affiliation & Program Routing Form
 Exclusive to Affiliation and Program
Agreements
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Routing of Service,
Participant/Speaker, Entertainer, &
Interagency Agreements
Routing Forms
 Non-Sponsored Research Accounts vs.
Sponsored Research Accounts
 VP for Student Affairs: Routing
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Additional Agreement Routing
Routing Forms
U.S. Entity vs. Non-U.S. Entity
Procurement related agreements
(The Business Contracts Office will route the
agreement on the Department’s behalf)
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Agreements with Employees
Handbook of Operating Procedures
4.31 Conflicts of Interest Policy
Self-dealing/Transactions with
Employees – Section H
Requires President’s Approval
Cost less than from any other
known source
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After the Fact
After-the-Fact on a PO
 What is an After-the-Fact?
Services or Goods Secured Prior to an
Executed Contract.
 Disbursements will NOT pay After-theFacts on a PO.
 Requires Service Agreement (Routed as
Described Above).
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Time Lines:
General Time Lines
 Standard Template Agreements with all routing
secured are typically signed within 3 business days
upon receipt by the Business Contracts Office.
 Location for drop-off of agreements:
 Business Contacts Office located is at the Central Receiving
Building on West Main Campus
 Delays Resulting from Improper Routing.
 Agreements with Substantive Modifications need to
reviewed by the Business Contracts Office.
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What have we discussed …
 Definition of a Contract
 Signature Authority
 Types of University Contracts
 Specific Contracts for the Business Contracts
Office
 Clickwrap Agreements
 Routing
 Agreements with Employees
 After-the-Facts
 Timelines
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Questions
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Contacts and References
Richard A. Wollney Jr.
Contracts Manager, Business Contracts Office
458-4069
Anthony Sanchez
Contracts Specialist II, Business Contracts Office
458-4680
Frank Grijalva
Contracts Specialist II, Business Contracts Office
458-4975
Mark Gallyoun
Director of Contracts & Industry Agreements
458-6589
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