Office of General Counsel

Requirements for all ASU Contracts

 

This is an overview of specific rules that apply to ASU contracts. For a more general discussion of the legal principles of contracting, please see the Contracting Basics paper.

  1. The Contracting Parties

In all contracts, the contracting party for ASU is "the Arizona Board of Regents for and on behalf of Arizona State University." The reference may include a specific department as well. For example: "The Arizona Board of Regents for and on behalf of Arizona State University and its Department of Intercollegiate Athletics." Typically, this clause would be followed by a parenthetical, short-form of the name for use in the rest of the contract, e.g., (hereinafter "ASU" or "University").

If the other party is a corporation, organization or other legal entity, be sure that the title includes the correct, full legal name and a reference to its state of incorporation and/or its principal place of business. For example: "ABC Corporation, duly incorporated under the laws of the state of Arizona." Or: "ABC, Ltd., with its principal place of business at 5140 W. Bell Rd., Phoenix, Arizona."

  1. Basic Terms and Conditions

All contracts should contain the basic information necessary to understand the intent of the parties. These include:

  • The names of the parties;
  • The dates, or term of the agreement;
  • The responsibilities and obligations of the parties respectively;
  • The terms of payment, if any;
  • The procedure for early termination of the agreement (e.g., 10 days notice); and
  • A signature line for the authorized individuals executing the agreement.
  1. Indemnification Insurance and Choice of Laws

    Important Note: If you are not able to exclude the provisions below, and/or if you have any questions about the provisions, please contact the Office of General Counsel.

    1. Indemnification. In general, ASU cannot indemnify or "hold harmless" the other party to a contract. Every effort should be made to delete such provisions from proposed contracts. There are limited exceptions to this general rule.

      Please note that a provision that says ASU "is responsible for" or "will reimburse the other contract party for" may be an indemnification clause. Also, a provision in which ASU "represents" or "warrants" something may be an indemnity clause.

    2. Insurance. With respect to insurance coverage, ASU is generally limited to the coverage provided through the Arizona State Self-Insurance Program and the Division of Risk Management. Contract provisions calling for ASU to carry specific types or amounts of insurance or requiring ASU to provide a Certificate of Insurance are often in conflict with ASU's coverage, and efforts should be made to delete such provisions.

    3. Choice of Laws. Any provision that calls for the application of another state's laws or requires ASU to submit to the jurisdiction of another state's court must be deleted.

  2. State of Arizona Provisions

There are certain State of Arizona Provisions (Word) or (PDF) that with very few exceptions must be included in every contract ASU enters into.

The provisions may be included directly into the agreement, or may be incorporated by reference by attaching a copy of the "State of Arizona Provisions" to the agreement, and adding a paragraph in the agreement that reads: "The State of Arizona Provisions attached hereto are incorporated herein by reference."

Links to the State statutes and procedures cited in the State of Arizona Provisions can be found below. The statutes can be printed from the link if a copy of the statute or procedure is requested.

If you encounter any problems or questions with regard to the provisions, please contact the Office of General Counsel.

  1. Contract Forms

If you are preparing a contract without the benefit of a model format, some basic formats can be downloaded and printed from the link below. Please be advised that these form agreements can only be signed by University officials with designated signature authority pursuant to the ASU Contract Signature Authority Policy (PUR 202). In addition, any material or substantive changes to the form contract language or format must be approved by the Office of General Counsel. Failure to insure that the appropriate signature authority is obtained may result in personal liability (A.R.S. 35-154) and loss of insurance coverage for the employee(s) involved in the transaction.

Contracts for the purchase of goods and services where the price exceeds the delegated signature authority must be referred to Purchasing and Business Services. Contracts related to a grant or sponsored project must be administrated through the Office of Research and Sponsored Projects Administration (ORSPA). Contracts for the use of Public Events facilities (Gammage Auditorium, Sun Devil Stadium, Wells Fargo Arena, Kerr Cultural Center) must be administered by ASU Gammage/ASU Public Events (as approved by ASU Public Affairs), except for sporting event contracts for Sun Devil Stadium and Wells Fargo Arena, which are administered through Sun Devil Athletics.

By following the link below to the form contracts you agree that you have read and understood the limitations on the use of these forms described above.

 

AGREED

If you have any questions with regard to the appropriate use of these forms please contact the Office of General Counsel.

  1. Contract Routing Form

If you would like to send a contract to the Office of General Counsel for review or approval, or to request assistance, please use the Contract Routing Form as a cover and send it to the ASU Foundation Building, Suite 335. The Routing Form also contains a helpful checklist that can be used in the preparation of university contracts.

  1. Contract Filing and Maintenance

University contracts are administered and maintained at main offices of the unit or college which is responsible for the performance and oversight of the contract. The following requirements apply to the filing maintenance of University contracts:

  1. Location. All contracts must be maintained in a readily accessible file in the office of the official who signed the contract. When the volume of contracts would make this impractical (e.g., Liberal Arts and Sciences), the signatory may allow the contracts to be maintained at the department, division or unit level where the contract was initiated provided the signatory maintains a log briefly identifying the contracts he or she signs and their location.
  2. Administration. All contracts must be assigned to a contract administrator, who may or may not be the signature authority. The contract administrator is the official responsible for performing or tracking the performance of the contract and addressing any other issues that arise under the contract.
  3. File Maintenance. All contract files must contain a copy of the final, fully-executed contract and any and all correspondence or other documents related to the contract. The contract administrator should be responsible for maintaining a complete file, and for closing the file when the contract is completed and retaining and then destroying the file in a uniform fashion.
  4. Role of the Office of General Counsel. The Office of General Counsel maintains a file for all contracts it reviews, participates in drafting, or requested to assist in, but the primary file maintenance responsibility belongs with the college, department, division, or unit where the contract file is housed. The Office of General Counsel has established an internal contracts and transactions tracking system. The office logs in each request for review, advice or other assistance with respect to a contract or a transaction. The system lists the responsible attorney and tracks progress on the contract or transaction.

 

Some of the legal material found at this site has been abridged from laws, regulations, court decisions, administrative rulings, ABOR and ASU policies and other sources. Further details may be necessary for complete analysis and understanding in particular matters. The information contained at this site, and related links, is not a substitute for professional legal counsel. Any discrepancy between the information at this site and ASU policy is not intended to alter or amend official ASU policy or procedure.

Any links to non-Arizona State University information are provided as a courtesy. They are not intended to nor do they constitute an endorsement by the Arizona Board of Regents or Arizona State University of the linked materials.