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 signed 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, including $0 agreements. 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.
The contracts process outlined on this page applies only to contracts in which Stanford is purchasing goods and/or services from a non-Stanford entity, including zero dollar ($0) purchases.
Refer to the table below for the Stanford department to contact when the a non-Stanford entity is procuring goods and/or services through a contract or agreement from Stanford, depending on the type of non-Stanford funding entity:
| Type of non-Stanford funding entity | Type of work performed by Stanford | Stanford department to contact for more information |
|---|---|---|
| Government or non-profit entity | Research through a sponsored project or gift. | Contact the Office of Research Administration. |
|
For-profit entity |
|
Contact the Industrial Contracts Office (ICO). |
| Any non-Stanford entity (e.g., for-profit, non-profit, government agency) | Any contracted service that does not meet the definition of a sponsored project or gift (e.g., a Company or government agency is paying a Stanford department to provide a class or other service). | Contact the Director of Research Administration and Compliance. |
| For-profit entity | Clinical Trial performed through the School of Medicine. | Contact the Clinical Trials Research Management Group. |
There are many types of transactions that require a contract in order to document the expectations of each party. Below are the contract types currently available in the SmartMart Contracts system, along with descriptions and related resources that provide further guidance for using each contract type:
| Contract Types Available in SmartMart Contracts | Description | Related Resources |
|---|---|---|
| Architecture & Engineering | The supplier will provide architecture and/or engineering services related to the design and construction or renovation of a Stanford building. | Refer to the Construction services section on the Topic Overview: Purchase services page for more details, including considerations for construction services that are part of a capital project. |
| Catering | The supplier will provide food (and drinks) for a specific single department event. | Refer to the Event Venues and Catering section on the Topic Overview: Purchase Services to also learn about other on-campus venues and services that can be arranged through LBRE’s Event Services and do not require a contract. |
| Construction | The Supplier is a licensed construction contractor who will build or renovate a campus building. | Refer to the Construction services section on the Topic Overview: Purchase Services page for more details, including construction services that are part of a capital project. |
| Consulting |
The supplier is a professional firm or individual with specific subject matter expertise who will provide such expertise in specific tasks, for a specific project, within a specific period of time. Typically, a Consulting agreement documents how a consultant will advise the university on how to perform the work while a Technical Services agreement documents the delivery of work on behalf of Stanford (see the Technical Services contract type below). For example, a Technical Services agreement is used for building a website while a Consulting agreement is used when a consultant advises Stanford on how to improve the website that is being built. Examples of consulting services could include management and leadership consulting, strategic planning, user experience (UX), user interface (UI), or other software/network/internet consulting. |
Refer to the Independent Contractor or Consultant section within the Contract Considerations and Documentation on this page for additional guidance on contracts with independent contractors. |
| Hotel/Venue | The supplier will provide room(s) and/or event space for a specific single department event. | Refer to the Group Room Blocks section on the Topic Overview: Lodging page for guidance on booking a room block with hotels that have an existing Master Service Agreement (MSA) with Stanford. A contract is required to book a room block with a hotel that does not have an existing MSA with Stanford. |
| International/Global Services |
The supplier will perform the work outside of the United States, including a U.S. based company or individual performing work in a foreign country as an independent contractor. There are certain tax implications and international regulations for suppliers performing work in a foreign country for a certain amount of time as well as applicable money conversion rates. |
Refer to Step 3: Supplier or Visitor Payee Completes Setup on the Topic Overview: Setting Up a New Supplier or Visitor for details on documentation requirements for Non-US (international) businesses and independent contractors. |
| IT Services |
Suppliers of information and communications technology (IT) will provide such services to Stanford. IT services include hardware, software, database purchases, licenses, and/or maintenance, including infrastructure-as-a-service (IaaS), platform-as-a-service (PaaS), and software-as-a-service (SaaS). |
Refer to the Software section on the Topic Overview: Purchase Services page for more details and the Computers, Laptops, Printers and Mobile Devices section on the Topic Overview: Purchase Goods page for guidance on purchasing hardware, which generally should be purchased through UIT’s Stanford University Hardware Program. |
| Lease (Equipment) | Supplier of equipment will allow Stanford to use the equipment for a limited time without transferring any ownership rights in the equipment to Stanford. | Refer to Topic Overview: Equipment Leases for more information on renting, borrowing, or using equipment such as a medical device, vehicle, or copier. |
| Lease (Real Estate) | Supplier of land, office space, residential space, or industrial building space (Real Estate) will allow Stanford to use the Real Estate for a limited time without transferring any ownership rights in the Real Estate to Stanford. | Refer to Topic Overview: Lease or Rent Real Estate for information on renting or controlling property outside of the historic and Stanford Redwood City campuses. |
| Non-Disclosure Agreement |
Also called a Confidentiality Agreement in which the supplier and/or Stanford agree not to disclose confidential information shared with each other as part of working together. A non-disclosure agreement (NDA) is typically only required where confidentiality provisions have not been included in a service agreement. |
Confidentiality provisions are incorporated into all relevant Stanford service contract templates and a separate NDA is not typically required. |
| On-Campus Café Operator |
This is the ongoing lease for space between Stanford and a supplier, where the supplier will operate their business to provide food and/or beverages within a campus location. |
All preparers must answer additional data security questions when submitting a contract request with any suppliers who will facilitate credit and/or debit card payment processing on behalf of Stanford, including on-campus café operators. |
| Technical Services |
The supplier is a professional firm or individual who will provide a service to Stanford that does not clearly fall into any of the above categories. Such service will include specific tasks, for a specific project, within a specific period of time. The Consulting contract type (see contract type above) should be used if the supplier is advising Stanford on how the work is performed and not actually performing the work on behalf of Stanford. Examples of technical services include web design, recruiting services, and photography/videography services. |
Refer to the Professional Services section on the Topic Overview: Purchase Services for details on purchasing technical services at Stanford. |
| Statement of Work (SOW) |
For when a university-wide Master Service Agreement (MSA) has already been signed between Stanford and the supplier and the preparer needs to obtain a signature on a document that details the business terms or the work to be performed and the price that Stanford will pay. The document that details the business terms or the work to be performed is typically called a “Statement of Work”, but might also be referred to as a “Scope of Work”, “Proposal”, “Bid”, “Letter of Assignment”, “Service Description”, or “Requirements” Preparers should not use this contract type when there is no current, signed university-wide MSA available in SmartMart Contracts; or the Statement of Work document has additional terms and conditions that alter or exceed the scope of the MSA. In these scenarios, preparers should select the relevant service agreement contract type (e.g., Consulting Services, Technical Services, International/Global Services, etc.) and attach the Statement of Work document to the service agreement contract request rather than using the SOW contract type. |
Refer to How To: Search for a Master Service Agreement for step-by-step instructions for searching for a university-wide MSA in SmartMart Contracts. |
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: Setting Up a New Supplier or Payee for guidance on searching for existing, and setting up new, suppliers.
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. A Statement of Work is a legally binding document that outlines and defines the business requirements for a project or service; including, scope of the work being provided, project deliverables, timelines, locations, acceptance criteria, and payment terms. A Statement of Work may be issued as part of a Service Agreement, or under the terms of a Master Agreement. 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.
- Pricing information should be complete and summarized in the contract request form so it can accurately populate the funding information in the iProcurement requisition (see number 2 below). An example of complete and summarized pricing information is: “Consulting fees, estimate of 10 hours at $125.00 per hour for expertise in website design, total Not-to-Exceed (NTE) price of $1,250.00."
- 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 after taxes and fees. If the requisition was created from a contract request and the pricing information (e.g., price per hour, total number of hours, price per deliverable, or lump sum pricing for the total amount of work) is fragmented across multiple pages of the proposal and/or Statement of Work, ensure all documents containing pricing information are also attached to the requisition.
- 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: Financial Transaction Approval.
For more details on submitting a purchase requisition with appropriate documentation, refer to the Purchase Order Process.
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.
Execution
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.
The table below outlines the description and process for possible actions a preparer can take on a contract that has been fully executed/signed:
| Preparer Action | Description and Process |
|---|---|
| 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. If the amendment requires an increase to the amount of money in the contract, then a change order purchase requisition is automatically created in iProcurement and the requester must complete and submit for financial approval. |
| Request a Contract Extension |
A contract extension is a type of an amendment to provide additional time to complete the currently contracted scope of work. This may require additional funding. Contract extensions are entered in the SmartMart Contracts system as a request to “Amend/Change a Contract.” Refer to How To: Amend a Contract for instructions. If the contract amendment is only for additional time (and does not require additional money) a purchase requisition will not be automatically created in iProcurement. The amendment will route directly to the Contracts Advisor assigned to the agreement for review and signature. |
| Request a Contract Renewal |
A contract renewal creates a new contract between the parties. Most often, the majority of the new contract is a repeat of the business and legal terms agreed in the last contract, with the only changes being start and end dates, and the amount of money being paid. Therefore, instead of writing an entirely new contract, a much shorter document is written to confirm that both parties agree to all the same terms of the prior agreement plus the new dates, amount of money, and any other minor changes such as updated contact information. Please note that after a number of contract renewals, the contracts team may elect to write an entirely new contract rather than trying to track multiple amendments and renewals. Contract renewals are entered in the SmartMart Contracts system as a request for a “New” contract. When the renewal requires funding, a purchase requisition is automatically created in iProcurement and the requester must complete and submit for financial approval. |
| Manage Potential Issues or Disputes | Refer to the Topic Overview: Managing the Supplier Relationship and Record for more information on how to manage disputes with suppliers when the delivered product or service is not meeting expectations. In some situations, schools and units can request that the Accounts Payable (AP) team place a hold on an invoice associated with the contract, allowing additional time to communicate with the supplier and reach a reasonable resolution. |
| Request a Contract Termination |
Most Stanford contracts automatically terminate at the “end date” set in the contract. 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 before the scheduled “end date”, please contact the assigned contract advisor in the SmartMart Contract Communication Center for assistance. See How To: Use Message Tools Within SmartMart Contracts for further information. The contracts advisor will request a detailed explanation of why the department requests early termination. If there is a dispute between the department and the supplier, the contracts advisor will require documentation of communications between the department and the supplier which demonstrate efforts to reasonably resolve the dispute. If a department has reason to believe that Stanford’s relationship with a specific supplier should be terminated on behalf of the entire university community, they should submit a help ticket with details. Procurement will then coordinate with OGC, OCRO, stakeholders and senior leadership to determine appropriate actions. If a staff member is aware of conduct that violates, or anticipates a situation that potentially violates, university policies such as the Code of Conduct or Conflict of Commitment and Interest, they should notify the appropriate university officer or reach out to the Ethics & Compliance helpline. |
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.
A Master Service Agreement (MSA) is an overarching, university-wide service agreement that details the legal terms that will govern future transactions. The business terms of the agreement are issued in the form of a Statement Of Work or Purchase Order for each specific task, project, and period of time. The university typically use two types of MSAs, which include:
- Construction: The supplier is a licensed construction contractor who has generally provided services to a number of different departments on a number of different projects for Stanford.
- Technical: The supplier has subject matter expertise and has generally provided technical and/or consulting services to a number of different departments on a number of different projects for Stanford.
A new contract request must be submitted when a signature is needed on a Statement of Work document associated with an MSA. There is an exception to this process for the Sheraton Palo Alto Hotel and the Westin Palo Alto MSAs in which the hotel quote can be uploaded to the iProcurement requisition and these will accept Stanford’s PO in lieu of a signature on the quote.
When schools or units engage an individual to perform services, Stanford must ensure the person and the work being performed meet the legal requirements for status as an independent contractor (sometimes also called an independent consultant).
Distinction Between a Consultant and an Employee
A consultant is exceptionally qualified, by education or experience in a particular field, to render services or give advice in circumstances where a university employee with a similar level of expertise is not available. The university does not control where and how the work is performed but only receives a final deliverable. By contrast, the work and schedule of an employee (including a casual or temporary employee) is directed by a Stanford manager and Stanford supplies the employee with tools or supplies (such as a computer or laptop). The determination of whether a worker is classified as an employee or as an independent contractor (consultant) drives whether employment taxes are withheld and paid by the university and eligibility for benefits including vacation, etc. Refer to IRS guidance at Employee versus Independent Contractor Status for more information.
Independent contractors or consulting firms should be procured through a SmartMart Contracts request. If the supplier is an independent contractor, a signed Independent Contractor Checklist (IC Checklist) must be attached when submitting the contract request. Please note that if the consultant will use Stanford data, there are additional considerations.
If the individual and/or work being performed do not legally qualify for Independent Contractor status, hiring the individual as a contingent worker may be the appropriate option.
The contracts team in FMS Procurement Services is committed to helping the Stanford community with contracts issues. This may include canceling or rescheduling event agreements, such as, hotel, venue, catering, and restaurant contracts.
The contracts team may need to prioritize agreements that present the greatest risk to the university. In the event the contracts team is unable to assist with changes to the agreement in the necessary timeframe, departments should follow these guidelines for mitigating risk:
Agreement Terms
Departments should review the terms of the agreement so that they understand their rights and obligations. Some agreements have protective terms that, if the department provides sufficient written notice, allow for cancellation with no or limited fees. Alternatively, some agreements allow for rescheduling within a specific timeframe at no cost to Stanford. When negotiating agreements without the assistance of the contracts team, departments should only negotiate business terms (e.g., price, dates, quantity, service to be performed, etc.). Departments should not attempt to negotiate legal terms with university wide policy implications such as intellectual property (IP) rights, indemnification, insurance, data security, etc. If such legal terms need to be addressed, departments should reach out to the contracts team for assistance.
Department Request to Cancel or Postpone
Departments can try to negotiate with the supplier to cancel or reschedule the event. Typically, it is easier to reschedule with no additional fees than it is to cancel. For instance, departments can suggest rescheduling the event within a certain timeframe (e.g., a year, six months, etc.) either with no penalty or for reduced penalties.
Many suppliers are flexible if the reason for canceling or rescheduling is due to extremely unusual circumstances that are beyond the department’s reasonable anticipation or control.
When a department reaches an acceptable solution, departments should document the negotiated resolution in an email to the supplier in order to avoid payment disputes in the future.
For More Guidance
If the department is in a situation where the supplier is unwilling to negotiate, they should reach out to the contracts team in FMS Procurement Services and the team will assist in order of priority. For questions about specific transactions, departments should submit a support request.
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. Complete the Data Risk Assessment (DRA) with the university’s ISO office and attach a copy of the final DRA Report to the SmartMart contract request.
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 Services 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.
HIPAA is a federal law that requires the protection of sensitive patient health information from being disclosed without the patient's consent or knowledge. HIPAA regulates the disclosure of Protected Health Information (PHI) between Stanford and any supplier who performs services which involve access, use, or disclosure of PHI. Generally, PHI is health information, including demographic data, that identifies, or could be used to identify, a specific individual, related to their past, present or future physical or mental health, including provision of health care, or the payment of health care. Identifiers may include name, address, birth date, Social Security number.
Contracts Requiring a Business Associate Addendum
Procurement will attach a Business Associate Addendum (BAA) to the procurement contract in the following circumstances.
- The school or unit is working with a supplier who will receive, maintain, transmit, or create Stanford PHI for non-treatment purposes, and
- The supplier does not qualify for an exemption to the HIPAA requirements. If one of the following exemptions is met, a BAA is not required, but other terms may be appropriate for data protection (e.g., Data Use and Data Security provisions). Exemptions include:
- All data is de-identified
- Data is part of a payment to a health provider
- Data is being transferred to a health oversight agency as part of a federal or state program
- Data is part of a claim sent to a health plan.
- Data is part of a fund transfer to a financial institution
- Data is being sent in response to an request from law enforcement or subpoena
The school or unit can obtain additional BAA information from the Purchase Order Terms and Conditions page on Fingate in the Business Associate Addendum (BAA) section.
When a supplier facilitates credit and/or debit card payment processing on behalf of Stanford, it means that community members (e.g., students or members of the public) give their card information to suppliers to purchase items from:
- The university, such as tickets to a Stanford-sponsored concert or sporting event, or
- A supplier at a Stanford campus location, such as a campus cafe, vending machine, or web site operated and owned by the supplier, but, where the purchaser might reasonably believe they are making a payment directly to Stanford.
When working with suppliers that will facilitate credit and/or debit card payment processing on behalf of Stanford, contract preparers must ensure compliance with Stanford’s associated policies and align supplier engagements with any additional requirements requested by Merchant Services and the Information Security Office (ISO). This includes:
- Consult with the Merchant Services team by submitting a support request. After receiving this consultation, attach a copy of the email confirmation from Merchant Services to the SmartMart contract request.
- Complete the Data Risk Assessment (DRA) with the university’s ISO office and attach a copy of the final DRA Report to the SmartMart contract request.
The university’s standard Contract and Purchase Order language also addresses Payment Card Industry Data Security Standards (PCI-DSS) with suppliers who process credit and/or debit cards on behalf of Stanford.
