The Office of System Counsel (OSC) reviews and approves the legal sufficiency of the terms and conditions of many of the College's contracts. As a part of the review process, OSC focuses on the aspects of each contract that may be unfavorable for the College from a legal standpoint.
OSC reviews proposed contracts and agreements with businesses, government, non-profit organizations, school districts, and other colleges and universities. This includes educational services agreements, training agreements, clinical affiliation agreements, and various Memoranda of Understanding (MOU). Software licensing agreements should be sent to Media Processing.
The OSC contract review process generally includes the following 5 steps:
- Step 1 - Review by the Responsible College Office
- Step 2 - Review and Comment by the Office of System Counsel
- Step 3 - Negotiation
- Step 4 - Final Approval and Signature
- Step 5 - Contract Retention and Monitoring
Step 1 - Review by the Responsible College Office
Before a contract is submitted to OSC for review, the requestor is required to review the contract carefully and make certain that it includes the terms the parties agreed upon. Some contracts will also require review by other College departments depending on the subject matter. If such collateral review is required, the requestor may obtain that review before or simultaneously with OSC. The preliminary review of the contract should take the following into consideration:
- Is it in the best interest of the College to enter into the contract?
- Does the contract meet the College's mission and programmatic goals?
- Does the contract make business sense?
- Has the dean/director reviewed the contract and/or its purpose and approved the commitment?
- Are the business and monetary terms correct?
- Is the description of services (if any) correct?
- Are the obligations of the College under the terms of the contract understood, and are they correct?
- Are the obligations of the other party set forth correct?
- Is the term (start and end date; duration) correct?
- Is there a VCCS template that can be used for the agreement?
After the responsible College office has completed its review, the dean/director may forward the contract to OSC, and any other relevant department(s) for review.
NOTE: Please be sure that all exhibits and other documents referenced in the agreement are attached when forwarded for review.
Step 2 - Review and Comment by the Office of System Counsel
The OSC reviews a contract to:
- Confirm that the contract is consistent with the law;
- Ensure that important legal terms that protect the College are included;
- Identify any unusual, burdensome or unanticipated risks;
- Make certain that obligations are clearly stated and
- Assist the requestor in making certain that the contract has been reviewed by all required NOVA parties.
Sending the Contract to the Office of System Counsel for NOVA
Send the contract attached to an email to email@example.com (preferably a Word document, but a PDF is also acceptable).
The email should include:
- A description of the subject/purpose of the contract.
- Name and any relevant information about the other party.
- The term of the contract.
- Financial terms (if any).
- Names of other offices or persons that have already reviewed the contract, if any.
- Any other information that may be useful for OSC to know.
Review Turn-Around Time
The Office strives to conduct reviews on a timely basis. However, when initiating a contract for review, whenever possible, please provide a reasonable period of time for the review. It may take up to one week, depending on the complexity of the contract and other factors. However, it's possible it may take longer than a week.
Please provide sufficient time for contract review. If the contract is urgent (needs to be turned around in 24-48 hours or less), please note that clearly at the top of your email request or in the subject line of your email and provide the reason for the rush.
The Office of System Counsel will contact the requestor if it has any questions, concerns, prohibited terms or requested changes. After everything has been appropriately addressed, the contract will be returned to the other party to begin negotiations.
Step 3 - Negotiation
Negotiation is defined as a dialogue between two or more parties, intended to reach an understanding and to resolve points of difference. If the other party disagrees with the College’s requested changes or has requested changes of its own, the contract must be negotiated.
In most cases, it is preferable to have the business people on both sides reach a mutually acceptable agreement without the involvement of attorneys. Therefore, it is usually the responsibility of the requestor to negotiate the requested changes to the terms of the contract with the other party to reach an agreement regarding the final terms of the contract. OSC (and other interested reviewers, as appropriate) should be consulted during the negotiation between the parties responsible, as needed. If the other party involves an attorney in the negotiations, then OSC will negotiate directly with the other party’s attorney. In those cases, OSC will settle legal terms to a contract in discussions with the other attorney.
If the other party provides changes and/or comments to the contract, the contract must be resubmitted for review to all NOVA’s reviewing offices.
Step 4 - Final Approval and Signature
Once there is a final version of the contract that both the College and the other party agree to, the contract will be routed for final approval and signature. The responsible College office should forward the contract to OSC and any other reviewing parties to verify that any recommended changes have been made.
OSC will return the contract to the responsible College official to obtain signatures. OSC will copy the VP/Provost to show that the contract is approved for signature. A contract entered into on behalf of the College may only be signed by an individual who has been delegated signature authority. In most cases, the responsible College official should obtain the signature of the other party first, then the signature of the NOVA official with delegated signature authority.
Step 5 - Contract Retention and Monitoring
The requestor is the official record keeper of the contract (not OSC). OSC makes an effort to keep draft copies of the contracts it reviews, but it is not responsible for keeping copies of executed contracts.
Contract Original The requestor is the official custodian of the original contract, which should be retained in accordance with the Library of Virginia’s Records Retention Policy.
Copy of Contract The requestor must be able to provide a fully executed copy of a contract upon request by internal or external auditors, or by other NOVA offices, the OSC and VCCS. Addendums and amendments should also be monitored with reference to their respective contract.
Monitoring the Contractual Obligations The requestor is obligated to oversee the performance of the contract and monitor the College’s compliance with the terms of the contract. If necessary, it may be helpful to set up a reminder system to effectively manage contract terms, including but not limited to the following:
- service deadlines/delivery of goods
- payment dates
- termination date/option to renew
- other obligations (reporting requirements, etc.)