The University of Wisconsin-Milwaukee (UWM), as part of a state university system, is a state agency. Therefore, certain limitations and restrictions based on its status must be incorporated into legal documents. In addition, the University is much like a large business with thousands of employees and many thousands more customers. Thus, in some ways, the University must conduct itself like any other large business, which includes reducing its agreements to writing, in the form of contracts.

A contract is any agreement, with reasonable, understandable terms and conditions, where there is a mutual exchange of promises that requires the parties to perform the responsibilities described. Use of the word “contract” is not necessary for an agreement to be a contract. Letters, memoranda of understanding, agreements, and other documents can be contracts. Contracts help both parties to an agreement by making explicit the terms of the agreement and also by guiding future parties, like successor professors or administrators.

UWM is interested in forming contracts to fulfill its academic mission and to enhance its relationship with the community and wishes to make the contracting process as simple as possible. To that end, the UWM Office of Legal Affairs (Legal Affairs) provides the following guidelines and considerations for entering into agreements to furnish and/or receive goods and service. The information presented here is intended for informational purposes only and nothing in this document should be construed or relied upon as legal advice. UWM employees should contact Legal Affairs for legal advice on specific matters and/or contracts. Outside parties should consult with their own counsel.


Unit Business Representatives (UBRs). Each school, college, or division has a UBR who will act as a liaison with Legal Affairs to work on contracts. If you are a UWM employee who wishes to enter into a contract, you should contact your UBR.

Standard contracts. In many instances, standard form contracts can be used. These standard contracts include an Academic Support Services Agreement (ASSA). An ASSA may only be used, as an exception to the competitive bidding process, when UWM is contracting to receive services from an outside person/entity and the contracted service is a unique, noncompetitive activity supporting instruction, research, or public service for which an employer-employee relationship does not exist. To determine whether an ASSA is appropriate, see the Payment for Services Flowchart. Also, work with your UBR to complete a Checklist to determine whether an individual should be treated as an employee, rather than an independent contractor. You may also refer to the Pre-Audit ASSA FAQs.

Outreach Service Agreements. As part of its educational and outreach missions, UWM provides services to outside entities. An OSA may be used when UWM is contracting to provide (as opposed to acquiring) a service, such as training or other educational work, to an outside entity and any net revenue received is not subject to expenditure restrictions. Legal Affairs staff can help draft an agreement to capture the terms and conditions of the service, including what is expected from UWM staff and the compensation to be paid. If the service is related to research, the Office of Sponsored Programs in the Graduate School should also be involved, as described below.

Office of Sponsored Programs (OSP). Questions related to research grants or contracts should be directed to OSP. Legal Affairs is also happy to respond to any contract related questions, and we will forward your inquiry to and work with OSP as necessary.

Purchasing Office. State law governs the purchase of goods and services by state entities. Therefore, if you wish to purchase goods or services, you should contact the Purchasing Office staff. If your purchase involves non-standard contract terms, unusual equipment or services, or any other special considerations, purchasing staff will discuss those particular legal issues with Legal Affairs.

Legal Affairs. If you are having problems reaching an agreement or have particular concerns about a contract, please contact, or have your UBR contact, our office.

Risk Management. You should contact Risk Management when your contract contains insurance provisions and/or if the contracted services/activity involves some element of risk. You should also contact Risk Management if you are attempting to enter into an affiliation agreement or if students and/or volunteers are involved.

What Every Contract Needs

Proper Parties

  • Include the proper parties’ names. All contracts should identify UWM as “The Board of Regents of the University of Wisconsin System on behalf of the University of Wisconsin-Milwaukee, (Department).” The other parties should also be accurately named.

Scope of Services

  • What is the contract for? The contract should clearly and succinctly specify what each party is doing, buying, or selling.
  • Cost. The contract should specify how much each party is paying and/or being paid.
  • Time frame. The contract should specify when the activity will occur or when the services will be performed. Is it a short or long-term service or project? For example, is it a one-time occurrence, like a speech, or long term, like research or construction?
  • Payment. When is payment due: upon completion of the project or upon regular billing intervals? UWM can generally process payment within 30 days of receipt of an invoice in accordance with Wisconsin’s prompt payment policy. UWM may provide for payment for one-time or short-term projects within a few days of project completion, or partial payment prior to or upon delivery on large dollar orders if required on a vendors quotation
  • Responsibilities and duties. Consider all other obligations, including who will provide equipment, instruction, and training, and place every aspect of the agreement in writing. Is a report due at the end of a project? Where will the activity take place? When should delivery occur? Do not assume that a contract term is understood between the parties without placing it into the contract. Anything not placed in writing in the contract may be subject to dispute at a later date, and usually at inconvenient times, like when the project is already supposed to have been completed. Contract specifics may also be incorporated by attaching documents, such as a proposal, to the contract if that document is referenced to in the contract.
  • Effective date and duration. The contract should include its specific beginning and ending dates. If the parties will likely want to renew the contract, the contract should state whether renewal is automatic, with a cancellation provision, or whether mutual consent to renew is required.
  • Termination. Most contracts should provide for termination before the ending date if certain conditions are met. Therefore, you should consider how much notice is required, to whom notice should be sent, and how payment will be handled upon termination. Notice should be provided in writing. All contracts should provide for termination based on a failure to comply with the contract terms.

A Valid Signature

  • What is signature authority? When entering into a contract, UWM actually enters that contract on behalf of the Board of Regents of the University of Wisconsin System. Therefore, only specified UWM employees are granted authority from the Board of Regents to enter into contracts on its behalf. More details on Signature Authority can be found here.
  • Signing a contract without authority. This can have two effects: voiding the contract or personal liability. A contract entered into without authority may be determined to be void. If the contract is deemed valid nonetheless, the State is self-insured, and that insurance only covers contracts where the individual signer has clear, written authority to sign the contract. Either way, there is great risk involved in signing contracts without signature authority.
  • How to get a contract signed. For assistance in routing a contract for the proper approvals/signature, you should contact your UBR, who can get you started.

Opportunities and Limits: What UWM Must Do and Cannot Do

Ethical Considerations. State statutes and UWM policies and procedures prohibit all UWM employees from using, or attempting to use their position to gain or attempt to gain anything of substantial value for their private benefit, the benefit of their immediate family or the benefit of any organization with which they are associated. It is a felony for an employee to negotiate or influence the University’s decision to enter into a contract in which the employee has a private financial interest, if it involves receipts or disbursements by the state or the university aggregating over $15,000 in any year. (Wis. Stat. 946.13(1).) If the employee is not in position to approve or influence the contract, the employee must still disclose the nature of his relationship with the contracting party and seek the approval of the appropriate dean or director before executing the contract. Violations of these rules may lead to criminal penalties including fines and imprisonment. If you believe you may have an ethical conflict please contact Legal Affairs.

Indemnification/liability. The State is self-insured only for the acts and omissions of its own employees and cannot assume responsibility for the acts and omissions of others. Wis. Stat. § 895.46. The State, in effect, insures itself by financing a fund from which judgments against a state employee found to have been negligent can be paid. Because the fund is supported by state money, the State and state agencies cannot agree to pay judgments on behalf of private parties. Accordingly, UWM cannot agree indemnify the other parties to a contract.

Competitive Bidding. In certain circumstances, UWM may need to solicit competitive bids to select vendors.

Confidentiality/Open Records. The existence of the contract itself is not confidential, and the availability of information concerning the contract is governed by the state open records statute. Any party who requests a confidentiality clause should understand these limitations, and any clause should reflect this information. Generally, any restriction on the release of information should be “subject to the requirements of applicable law.”

Intellectual Property. Any party wishing to protect and/or define intellectual property rights should contact Legal Affairs or his/her/its counsel for guidance.

Use of Facilities. Any agreement concerning the use of UWM facilities should be consistent with UWM’s Facilities Use policies and procedures.

Insurance. A Certificate of Insurance may be required of the other party when its services bring an inherent risk of liability to UWM. Contact Risk Management for guidance on whether proof of insurance and how much and what type of insurance is required.

Non-discrimination. State contracts must contain a provision prohibiting the contractor from discriminating against its employees or applicants on the basis of age, race, religion, color, handicap, sex, physical condition, developmental disability, sexual orientation, or national origin. In addition, contractors of a certain size are required to have an affirmative action plan. (Wis. Stat. § 16.765.)

Budgeting. If the contract extends beyond the current University budget biennium, the contract should specify that it will only continue if the necessary funds are available in the next biennial budget.

Default/Breach. The contract should specify the consequences if a party violates any or all provisions of the contract. The contract should also specify whether a party can cure a breach and the time period for doing so.

Choice of Law and Jurisdiction. UWM will not agree to be subject to any law but Wisconsin law or to the jurisdiction of any courts but Wisconsin courts.

Binding arbitration. UWM will not agree to submit to binding arbitration in the event of a contract dispute but may participate in voluntary mediation as an alternative.

Specific performance. Under the Wisconsin Constitution, the State cannot be sued for specific performance, which is a form of relief in which a court orders a contract party to perform what has been promised.

Reimbursement for Costs and Attorney Fees. The law governing any contract will determine whether costs and fees are owed in the event of a dispute. Therefore, UWM will not agree in a contract to reimburse attorney fees and costs in the event of a contract dispute.

Using UWM’s name/publicity. The use of UWM’s name and mark is controlled by the Vice Chancellor for University Relations. In addition, use of UWM’s name and logo must subscribe to certain guidelines. If you would like to give permission to an outside party to use UWM’s name and/or logo, you should contact University Relations to seek permission.

Contracting with Individuals. If you are contracting with an individual as an independent contractor rather than an employee, you should check with your UBR to ensure that the individual meets the requirements for an independent contractor.