Check out the slides from the in-person session:
Welcome to the Office of the General Counsel’s Contract Request process and guidelines. We’re here to help you through the contracting process.
What you need to know to get started
Before the University can procure any services, the Office of the General Counsel will determine if it is legally permissible to enter into the proposed relationship, and if so, review or draft a contract to govern the provision of those services. We have streamlined the contracting process to provide you the best service possible.
Depending on the type of contract you need, our office might generate the agreement, or you might receive a contract from the other party. You can use our Contract Request Form below (what we affectionately call our SuperForm) for either request.
Contract Review Process
If your department or unit is planning on entering into a business relationship with a third party (outside company, vendor, consultant, etc.), more often than not the third party will provide you with a contract for review. To submit a contract for review, please either fill out the SuperForm below, or send the contract to email@example.com. To aid in the timely review of your contract, please include any and all documents that are referenced and incorporated into the contract you wish to have reviewed. For example, if a purchase order states that it is subject to the terms and conditions available on the company's website, please include the full text of the terms and conditions when submitting your contract for review.
The Office of the General Counsel strives to provide feedback on contract review requests within 10 business days. If you need to receive feedback on a contract in fewer than 10 business days, please include this information when submitting your contract. In some instances, it may not be possible to provide you with feedback within 10 business days. For this reason, the Office of the General Counsel requests that you submit contracts for review as early as possible. You will be notified if review of your contract will take longer than 10 business days. Please note that, depending on any negotiations on the terms and conditions, the time it may take to finalize an agreement may exceed 10 business days.
Should you have any questions about the contract review process, please contact Interim General Counsel Bridget Colbert at extension 2186 or firstname.lastname@example.org.
A few more tips to help us help you:
- Where possible, we prefer to receive the other party's contract in the form of an editable Word document instead of a PDF
- Make sure to read through the agreement yourself and call any anticipated issues to our attention
- If it isn't obvious, make sure to tell us why we want to enter the proposed agreement
Contract Drafting Process
In some cases, such as with independent contractors, it is preferable for the University to provide the contract. The Office of the General Counsel can assist you with defining key terms and drafting an agreement.
To start the process, complete our SuperForm below. The SuperForm is designed to ask many of the relevant questions to cut down on the back and forth, getting your contrat drafted and executed faster. We endeavor to respond to all of our contract drafting requests within 5 business days of your submission. Depending on the complexity of the request, it may take more than 5 business days to issue your contract.
If you have exigent circumstances, please fill out the SuperForm first, and then contact us at email@example.com. We will do our best to expedite your request.
The contract drafting process is a four step process.
1. The SuperForm
First, we need you to fill out and submit the SuperForm below. The form provide us with the information we need to make an informed decision on whether it is permissible to retain the proposed services under California law.
In some circumstances, we may need to follow up with you to gather more information, but generally speaking the form, when fully completed, gives us everything we need.
2. The determination
We will issue a decision on your request and contact you via email. If your request is approved, we will issue a prepopulated contract via Adobe Sign for your authorized signatory and the other party to sign. We only accept e-signature for the agreements we draft. If your contractor cannot digitally sign the agreement, please contact us and/or let us know when you complete the SuperForm. If there are any special circumstances, we will let you know.
If your request cannot be approved, the dialogue won't end there. We will follow up with you directly to discuss alternatives to help you get what you need.
3. The signing of the contract
Once the authorized signatory and the other party have signed the contract, it will be returned via email to firstname.lastname@example.org for signature by the Office of the General Counsel. The contract is not binding and no work may begin until it is signed by the Office of the General Counsel.
Like many good questions, the answer is, it depends. In this case it depends on the type of contract you are requesting. Loosely, there are three types of requests: service agreements with businesses, independent contractor agreements for specific types of contractor (what you may remember as our short form), and all other independent contractor requests.
Your request will be routed differently if your proposed contractor is a/an:
- Santa Clara Magazine Contributor
Selecting one of the foregoing options will make specialized questions appear that help us create a more precise agreement.
The information you need to have ready in order to submit a contract request is detailed below. All fields are required unless otherwise indicated.
|Requests for a contract with a business||If your contractor is in the list above||All other inependent contractor requests|
|Who you are (name, department, phone number, email)||Who you are (name, department, phone number, email)||Who you are (name, department, phone number, email)|
|If SCU's contact is someone else, their name, phone number, & email||If SCU's contact is someone else, their name, phone number, & email||If SCU's contact is someone else, their name, phone number, & email|
|Who the proposed business is (name, email, mailing address)||Type of contractor (see list above)||Type of contractor (see list above)|
|Business's EIN||Who the proposed contractor is (name, email, mailing address)||Who the proposed contractor is (name, email, mailing address)|
|Description of proposed services||Is proposed contractor over 18?||Is proposed contractor over 18?|
|Proposed start and end date for the agreement||Contractor supporting specific event?||If this person a current or former SCU employee, tell us their SCU job title, department, scope of duties, last date of employment|
|Statement of Work/Proposal (optional)||Type and location of music, duration (Band and DJ only)||What is the proposed scope of work?|
|Compensation and payment structure||Subject matter, time, place of photography (Photographer only)||Contractor supporting specific event? (optional)|
|If this business will be physically on campus||Speaker/Presenter's topic (Speaker/Presenter only)||Statement of Work/Proposal (optional)|
|Instrument, location/time of performance, location/time of rehearsal (Actor and Musician only)||How you found this person|
|Contributor subject matter, first draft due date, project kill price (Magazine Contributor only)||Proposed start and end date for the agreement|
|Compensation and payment structure||Compensation and payment structure|
|Statement of Work/Proposal (optional)||If this person will be physically on campus|
|If other employees in your department performing similar services|
|If this contractor receive supervision, training or tools as part of this project|
|If this person works for other organization(s)|
|Upload a representative client list|
Like many good questions, the answer is "it depends."
What is an honorarium?
An honorarium is used when someone comes to campus to speak or give a presentation without the expectation of compensation. An honorarium is a way to say thank you and is a nominal amount.
When should I fill out the Independent Contractor Form?
If the person coming to campus is expecting compensation as a result of speaking or presenting, then we will need to create and execute a contract before that person comes to campus.
An honorarium is not a substitute for going through the SuperForm. Instead, an honorarium is a way to show our gratitude to someone who comes to campus and speaks or gives a presentation for free.
The pivotal question to ask is: "Do I have to pay this person for speaking or giving this presentation?" If the answer is yes, please follow the Independent Contractor Process before this person comes to campus. If the answer is no, an honorarium may be appropriate. Contact us at email@example.com to discuss the possibility of using an honorarium or if you have any questions.
Updating an existing agreement?
We know stuff changes. Maybe you need to extend the timeframe or adjust some wording elsewhere in the contract. Whatever you need, complete the form below and we will follow up with you and/or issue a modified agreement.