A contract is an agreement negotiated by two or more parties. It documents the business relationship by confirming the commitments each party is making and helps avoid later misunderstandings. A contract includes various business components such as pricing, deliverables, and duration of business relationship; and legal components such as indemnification for harm or loss, data security, and intellectual property ownership.
A contract is generally required when a business unit, school, or department would like to hire a non-Stanford, outside company or individual to perform a service for Stanford. Because these contracts bind or obligate the university to a financial or a non-financial commitment, contracts must be written and signed by the proper authority. Administrative Guide Memo 1.9.1: Signature and Financial Approval Authority specifies that the Procurement Services department within Financial Management Services is the designated authority to sign contracts for purchase of goods and services (also referred to as procurement contracts) for the university.
Transactions that do not require a contract signed by Procurement Services typically follow the Purchase Order process or are purchased through other methods and signed under a Delegation of Signature Authority letter already on file.
Common Types of Contracts
There are many types of transactions that require a contract in order to document the expectations of each party. Here are some examples of services that require a contract:
- Architecture & Engineering
- International/Global Services
- IT Services
- Lease (Equipment)
- Lease (Real Estate)
- Non-Disclosure Agreement
- On-Campus Cafe Operator
- Technical Services
The Contract Process
Requestor Initiates Pre-Request and Validates Supplier
The pre-request includes:
- Ensuring the requesting department has a discussion with internal and external stakeholders on whether they need to work with a supplier. Additionally, schools and departments should review and understand the policies and guidance on how suppliers are selected at Stanford, which are referenced in:
- Conducting a basic outline of scope, ensuring pricing is documented in a statement of work or proposal. In some cases, a formal Request for Proposal (RFP) will be needed.
A supplier is any individual or organization that receives a payment, or exchange of services, from Stanford University. Before a contract request can be made, the supplier must have an active record in the university’s database. See the Topic Overview: New Supplier and Payee Records for guidance on searching for existing, and setting up new, suppliers.
Preparer Submits Contract Request and Obtains Financial Approval
Departments and schools begin the contract process when they submit a contract request and obtain subsequent financial approval.
1. Request the Contract in SmartMart Contracts
- Submit new and amended contract requests of any or no dollar amount to Procurement Services using the SmartMart Contracts system within iProcurement. Certain Capital Equipment purchases are an exception, which may need to be initiated in iProcurement.
- Attach a Statement of Work, proposals and/or draft agreements within the SmartMart Contracts system. Certain contracts, such as those involving an Independent Contractor or supplier use of Stanford data require additional consideration and documentation which helps inform and expedite the contract request and review process.
- Watch for an email providing the requisition number to continue in iProcurement.
Please note: Contract request processing times vary depending on the:
The Contract Advisor assigned to your contract will process your contract as quickly as possible based on the above factors. For specific questions about your contract, please use the Communications Center feature within SmartMart Contracts. If you need to rush your contract request, refer to How To: Submit a Contract Request.
2. Obtain Financial Approval in iProcurement: For contracts that require paying money to the supplier, the system will automatically create a purchase requisition in iProcurement after the contract request is marked as “completed” in the SmartMart Contracts system.
- Add the PTAE(s )to the purchase requisition in iProcurement. A designated PTA approver is auto-populated in the requisition based on the PTA and the dollar amount being requested.
- Attach either competitive bid(s) or a sole source justification (SSJ) form. The university requires that the purchase of products or services be by competition between suppliers to the extent possible based upon the requirements of quality, price and performance. This supplier selection documentation must be attached to the purchase requisition if purchasing a product or services with a cost of $25,000 or greater.
- Submit the purchase requisition for financial approval. If the contract request contains a monetary value, the funds must be fully approved before the contract signature can be completed. For more information, see Topic Overview: Authority to Approve Financial Transactions.
For more details on submitting a purchase requisition with appropriate documentation, refer to the Purchase Order Process.
Procurement Services Creates, Negotiates and Executes Contract
After the funding requisition has been financially approved, the Procurement Services Contracts team will:
- Review the request
- Draft the agreement
- Negotiate any changes to legal terms requested by the supplier to ensure alignment with university policy
- Request signature from the supplier
- Sign the contract on behalf of Stanford
Occasionally, certain contracts may require review by other departments (e.g., the Office of General Counsel, Global Business Services or Office of Technology Licensing) or pose unique circumstances/risks, which may affect processing time. If the contract will involve the use of Stanford data by others, please refer to the contract considerations section on this page. Fiscal Year End generally sees a significant increase in the volume of contract requests and can impact processing time.
Communicating With the Contracts Team
When a contract request is submitted in SmartMart Contracts, departments should use the SmartMart Contracts system’s communications functionality to communicate with the Contracts Advisor assigned to their contract. The Contracts Advisor can provide status updates and will reach out if additional information or changes are needed from the preparer. Refer to How To: Use Message Tools Within SmartMart Contracts for additional details.
If a Change is Needed Before a Contract is Fully Executed
There may be a need to make changes to a contract before it is signed/fully executed. Due to the various stages that the contract request might be in at the time a change is needed, and the number of possible paths forward at each stage, it is best to communicate these types of changes with the assigned Contract Advisor using the Communications Center within SmartMart.
The PO number is embedded in the contract prior to signature. The preparer of the contract request will receive a system-generated email letting them know when the contract has been fully signed.
At this point, the preparer, and named contract stakeholders have view access of the contract file within SmartMart Contracts and can download a copy of the signed agreement if needed.
Preparer Submits Invoices and Requests Any Financial Changes, Amendments, or Terminations
The table below outlines the description and process for possible actions a preparer can take on a contract that has been fully executed/signed:
|Submit Invoices||Once the contract is fully executed with an associated PO number, invoices may be uploaded to the PO.||See the Topic Overview: Purchase Order Invoice Processing to understand PO invoicing requirements.|
|Request Simple Financial Changes to the Active PO||There are several activities that can occur on an active PO, such as a PTA change, which do not impact or involve the supplier and therefore do not require an amendment to the contract.||See the Topic Overview: Purchase Order Process on how to review, access and manage an active purchase order.|
|Request a Contract Amendment||
An amendment is a legally binding document that records any agreed upon changes to an executed contract.
Changes need to go through the amendment process because there is an amendment clause in all Stanford contracts specifying that “agreements shall not be changed, except in writing, signed by both parties.”
Amendment examples include changes to the:
|See the How To: Amend a Contract for the end-to-end contract amendment process on a contract that is signed and fully executed.|
|Request Early Contract Termination||Most Stanford contracts are set to automatically terminate a set time after the contract's “effective” date. The university generally does not allow “evergreen” or automatic contract renewals because they represent a financial risk; creating legal obligations to pay money that has not been budgeted.||If a department wishes to terminate a contract early, please contact the assigned contract advisor in the SmartMart Contracts system for assistance in terminating early. See How To: Use Message Tools Within SmartMart Contracts for further information.|
Contracts Submitted Through a Non-Catalog Requisition in iProcurement
For questions on contracts that originated in iProcurement prior to the launch of the new SmartMart Contracts system, please submit a support request.
Contract Considerations and Documentation
Independent Contractor or Consultant
The IRS requires that business owners correctly determine whether an individual providing services must be paid as an employee or may be paid as an independent contractor. The determination of how work is classified drives whether employment taxes must be withheld and paid by the university and eligibility for benefits including vacation. Refer to IRS guidance at Employee versus Independent Contractor Status for more information.
An Independent Contractor Checklist (IC Checklist) can help determine whether to pay a consultant as an independent contractor or employee and must be attached when submitting a requisition if the supplier is an individual person and not a company or corporation.
For more information:
- Visit the IRS webpage on Independent Contractor (Self-Employed) or Employee?
- Refer to Administrative Guide Policy 2.2.3, University Payroll
Use of Stanford Data
Special care must be taken when Stanford data is used or accessible by others. Whether it be consultants who may use the data or services that host it, data risk classification must be considered. See the Data Risk Assessment (DRA) FAQs and Third Party Security Requirements for more information. Contracts with consultants or hosting services will require a DRA review of data risk by the Information Security Office (ISO) and University Privacy Office (UPO). The DRA process could take from 4-6 weeks, so it is important to start the process early.
Additional contract terms may need to be incorporated into contracts when the supplier performs a service function or activity that may involve the use, access, transfer, or storage of moderate or high risk data. Please consult Procurement through an FSC support request as soon as the purchase has been identified as involving moderate or high risk data, such as data protected by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), or other similar Federal or State security requirements.