Legal Review of Contracts

Download the Division of Legal Affairs
Contract Review and Approval Process

 

Authorized signatories are required to seek legal review and approval of all agreements or amendments to agreements prior to signing/binding the institution, unless a pre-approved University standard agreement is being used.

A dedicated email account to request legal review of contracts has been set up. You can email contracts @kennesaw.edu A contract approval cover sheet will be provided by the KSU Legal Affairs Division. Due to the volume of contracts and agreements from across the university, please allow 14 business days for a thorough legal review.

When using an outside vendor’s written contract, please be aware that some vendors’ contracts may bind the University to terms and conditions contrary to State law, rules and regulations.

For example, no contract should create a debt to the State/KSU beyond the fiscal year of the agreement, and the State Attorney General has opined that indemnity agreements are ultra vires and “voidable” under Georgia State Law.

Some contracts may also require review and approval to avoid potential or actual conflicts of interest.

A contract is any legally enforceable agreement whether or not it is titled “contract.” Contracts include, but are not limited to letters of agreement, lecture/performance agreements, licenses, memoranda of understanding, releases, renewals and leases. Routine purchase orders, bills of sales and invoices, while contractually binding, are not required to be reviewed by Legal Affairs but should be directed to the Procurement Office.

Official, signed copies of ALL contracts must be on-file in the Office of the Assistant Vice President for Financial Services. Agreements signed by unauthorized University personnel will not be honored and may result in a personal liability for the affected employee.

Only personnel in the following positions are authorized to sign contractual agreements for the University, at the indicated thresholds.

Authorized Signatory	Annual Contract Value
VPs/Deans/Department Heads or designees	Less than $5,000
University Procurement Officer/Controller    (subject to budget approval)	$5,000 to $99,999 - Open Market Purchases (No limit on Purchases from State-Wide or Mandatory Contracts)
AVP - Financial Services/Chief Operating Officer	$100,000 and above

Any KSU personnel who sign contracts or agreements outside this official authorization or other specifically delegated authority may be subject to serious disciplinary action.

If any contract authority is further delegated beyond the personnel listed above, that delegated authority must be in writing and on-file with the Office of the Assistant Vice President for Financial Services (AVP), KH 4425.

Under Georgia law, unauthorized contracts or agreements will be void, and may subject the person who signed the agreement to personal liability under the contract