Contract Basics

Goals of the Contracting Guidance

Goals of the Contracting Guidance

Fordham Contract Review Team

Checklist of Key Contract Terms

Departments Own Their Contracts

Contract Manager’s Responsibility

Contract Management Workflow

Key Contracting Do’s and Don'ts

 

The primary goals of this guidance are to:

  • Improve Efficiency and Quality: Provide tools and guidance to improve the efficiency and quality of contracting for goods and services.
  • Increase Compliance: Increase compliance with Fordham University's purchasing policies and procedures.
  • Drive Self-Sufficiency: Drive greater self-sufficiency for contracting within University schools, departments, and units.

Ultimately, this guidance is intended to help Contract Managers be more successful by improving their knowledge and understanding of contracting.

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Fordham Contract Review Team

The Fordham Contract Review Team includes the following individuals and their areas of review:

  • Alex Mazzotta: Contract Value Review
  • Vince Bonura: IT Assurance Review
  • Anthony Grono: Controller Review
  • Dan Correll: Legal Counsel Review
  • Risk Management Review

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The Basics of Contract Formation

A contract refresher covers the elements of a contract, written versus oral contracts, and the "Battle of Forms".

Checklist of Key Contract Terms

Key terms to check in a contract generally include:

  • Scope of Work in Services Contracts
  • Pricing and Payment Terms
  • Delivery Terms (Goods only)
  • Inspection of Goods and Services
  • Taxes
  • Term and Termination
  • Representations and Warranties
  • Indemnification
  • Limitations of Liability
  • Insurance
  • Intellectual Property Rights
  • Choice of Law, Dispute Resolution, and Choice of Venu

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Departments own their Contracts.

What this means:

  • Fordham generally allows individual schools, departments, and units to make their own purchasing decisions for goods and services, provided University policies and procedures are followed.
  • University employees involved in these purchases are responsible for understanding Fordham's policies and procedures for contracting, including purchasing, payment, and supplier relations.
  • Departments are expected to know and understand their contracts.
  • Contracts cannot be signed without going through the review process.

A Contract Manager’s Responsibility in this ownership includes:

  • Knowing and following FINBUY and FINCON policies and procedures.
  • Reading and understanding contracts.
  • Leading and setting the tone of negotiations with suppliers.
  • Identifying and routing issues and questions through the FINCON portal (stakeholder/subject matter expert).

Contracts are required for

Services, which are defined as works or duties provided to the University by business organizations or individuals, and may be standalone, repetitive, or ongoing.

Contracts that Need FINCON Review

Certain contracts are required to go through the FINCON review process:

  • IT service contracts where suppliers will have access to Fordham’s sensitive IT systems or sensitive/confidential information (e.g., cloud services that host personally identifiable information).
  • "Mission-critical" software licenses.
  • Contracts for the purchase or lease of real property.
  • Consulting, Professional Services Agreements.
  • Purchase finance transactions (e.g., capital leases or lease-to-own contracts).
  • Restrictive contract clauses that prevent Fordham from interacting or doing business with certain individuals/entities, or undertaking otherwise lawful actions (e.g., non-compete or exclusivity clauses).

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Contract Management Process Overview

Pre-FINCON Requirements

Before a contract moves forward in the process, and especially before it reaches the contract review team, you must obtain sufficient approval from your department chair, Dean's Office, or VP. The budget line must also be completed on each contract as a requirement. This upfront approval is crucial because contract review, revision, and negotiation demand significant time, effort, and cost.

Contract Management Workflow

The contract management process is a series of steps:

1.

Supplier Determination

The Contract Manager (CM) checks FINCON for an existing contract with a preferred supplier. If none exists, the CM starts the Contract process to request a new contract in FINCON.
2.

Engage Supplier

The CM engages the supplier to obtain all necessary documents, like the Statement of Work (SOW), Terms and Conditions, and MSA. The CM and supplier should agree upon a written Scope of Services and whether to use the Fordham MSA or supplier paper.
3.

Contract Creation

The CM initiates contract creation, completes a Question Informational Page, and uploads necessary documents into FINCON. The CM starts and manages the FINCON Review Rounds (Internal and External). The Contract Review Team reviews and edits the contract during the Internal Review Round and may contact the supplier. The CM also works with IT on an IT Questionnaire.
4.

Submitting for Approval

Following the return of the contract with mutually agreed-upon terms, the CM verifies several items, including : * The contract is a clean copy. * The Certificate of Insurance (COI) coverage limits match the agreed-upon limits per Risk Management. * All blanks are filled in and all exhibits/attachments are present. The CM verifies the accuracy of the supplier's signatory name and submits it for approval through an automated workflow.
5.

Launching E-signature

The CM receives a notification through Jaggaer, accesses FINCON, and initiates the eSignature process, which redirects them to DocuSign.  

Only a duly authorized Officer of the University can sign a contract on behalf of Fordham. The supplier should always be the first to sign.

Ongoing monitoring and review of all contracts are essential responsibilities of the Contract Manager.

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Key Contracting Do’s and Dont's

Don't

Instead, Do

Don’t send a clean contract to the FINCON review team before reading it to understand open issues/questions.

Read the contract first, insert your questions and comments, noting items for review, and then send it to FINCON.

Don’t expect the FINCON review team to take ownership of the contract or process.

Conduct a preliminary review of the contract before sending it to FINCON or Subject Matter Experts (SMEs).

Don’t expect the FINCON review team to make business edits to the contract.

CM should have a complete Scope of Services negotiated and drafted prior to the FINCON Contract request.

Don’t tell your supplier that Fordham would be happy to use the supplier’s standard agreement/T&Cs.

Tell your supplier to use our form of agreement as it is Fordham policy; use Fordham's templates as much as possible.

Don’t assume the FINCON review team is conservative in its approach.

Understand that the FINCON review team is here to protect Fordham's interests now and in the future.

Don’t submit a contract for FINCON review prior to negotiation of material business terms or SOW if you need it done quickly.

Submit your contract for FINCON review (if needed) once key business terms (or SOWs) are negotiated or vetted.

Don’t wait to contact FINCON review team with supplier issues only after you have NO other options.

Call FINCON review team early so they can help structure practical solutions to business problems/contracts.

Don’t view the contract only through the lens of the present day.

Look into the future and try to envision the impact of the contract down the road, as it could set the tone with a supplier for years to come.

Don’t assume FINCON review team will be able to review your contract/issue immediately.

Plan ahead to give the FINCON review team as much time as possible, as they have limited resources and prioritize requests.