The Office of the General Counsel (“OGC”) reviews and approves, as to form only, the legal terms of a contract. The submitting Department is responsible for the review and approval of the business terms of a contract. Business terms include, but are not limited to, services to be provided, fees, payment term and deliverables. In order for the OGC to review and approve and/or draft of a contract the request should be submitted a minimum of four weeks prior to the time it is needed. OGC attorneys make no guarantee that your request will be accommodated within the requested time frame due to the volume of contracts.
If you wish to request a contract drafting or review by the OGC, you must submit the Request for Contract Draft, Review and Approval (Brown login required) web form.
If you are requesting a Release and Waiver, you must submit the Request for Release and Waiver (Brown login required) web form.
The instructions for submitting a request are as follows:
- Submit the Request for Contract Draft, Review and Approval web form. Be sure all fields are filled in with information required.
- Once submitted, an automatic message acknowledging receipt will be sent to you.
- You will be asked to email to the Information Coordinator the pertinent documents, such as the third party contract to be reviewed and all related documents, the details and/or statement of work for drafting an agreement.
- Once all pertinent documents are received, a determination is made whether the request can proceed. If yes, your request will be assigned a contract number and the review and/or drafting process will begin. The Contract Specialist will be the liaison between the various departments of Brown University and the attorneys in the OGC through to the finalization of the agreement, stamp approval, and when applicable, signature processing with senior administrative officers.
In November 1990, the President issued a memorandum requiring that contracts be approved by the OGC, with certain exceptions, specifically, contracts funded by grants and approved by the Office of Sponsored Projects, as well as purchase orders handled through the Controller’s Office.
Some of the types of agreements which are written or reviewed by the OGC include:
- Affiliation Agreements
which may establish long-term relationships between the University and third parties;
- Computer/Technology Contracts
including hardware and software purchases, licenses, and development agreements for various administrative units of the University;
- Real Estate Agreements
including purchase and sale agreements, swap agreements, and leases;
- Professional Services Agreements (PSAs)
- Various Employment Agreements
- Sponsorship & Broadcast Agreements
for the Department of Athletics; and Releases and Waivers for both the academic and administrative areas of the University.
Professional Service Agreements represent the bulk of the contracts handled by the OGC. A PSA is a contract used to engage a consultant, freelancer, or LLC (Limited Liability Corporation), to provide professional services to the University. The OGC has prepared several standard PSA models which departments must use when contracting with those providing professional services. These model agreements and instructions are available at the Controller’s Office website. If you have any questions about the model agreements, please direct them to the OGC's Contracts Specialist.
A University department may use an OGC model PSA without OGC review and approval only when no changes have been made to the standard language of the form and the contract is for less than $50,000.
All contracts drafted by any entity other than the OGC must be reviewed and approved by the OGC.