Documents that bind the university (generally by creating rights or obligations for the university) must be reviewed and approved by the OGC as to legal form and effect. In many cases, OGC also submits approved contracts to the most appropriate authorized signor pursuant to the Policy on Authority to Sign Contracts and Agreements. The most common form of a contract is in writing and generally describes the rights and responsibilities of each party. Contracts are often simply recognized by their title, which often includes the term “Agreement” or “Contract.” Also, whenever a written instrument of any kind requires the signature of a university representative, this should raise concerns that some legal obligation is being created. In some cases, a document is presented to USC with the name of the signor at the university already included (such as a staff member, professor, chair, or dean). However, the university’s internal policies on signature authority govern, not the form as presented.
There are often occasions when the legal nature of a document is unclear or ambiguous on its face. Examples of these types of documents are papers that are titled, for example, “Acknowledgement,” “Consent,” “Waiver,” “Memorandum of Understanding” (MOU), “Letter of Intent,” or other such names. Questions may also arise when a university representative is asked to sign a simple purchase acknowledgement or payment form or when a transaction involves little or no money changing hands. However, in many of these cases, these transactions nonetheless involve university commitments to legal terms and conditions, often referencing a separate document or terms and conditions that can be found online. This is often the case when using free licensed software or accessing fee-based online information, such as databases or journals, or when a document incorporates language (e.g. terms and conditions) by reference to the other party’s website. In recent years, it is common for online transactions to include a “click here” step that may result in the execution of a legal agreement or license. When these situations arise, please consult with the OGC for an opinion, since in many cases, the legal nature of a transaction is unclear, especially online transactions or when documents are presented with ambiguous titles or as “form” or “standard” documents.