Contracting

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.

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. Letters, memoranda of understanding, agreements, and other documents can be contracts. Contracts help both parties come to an agreement by making explicit the terms of the agreement and by guiding future parties, like successor administrators.

UWM is interested in forming contracts to fulfill its academic mission and to enhance its relationship with the community. The Office of Legal Affairs (Legal Affairs) wishes to make the contracting process as simple as possible and so provides the following guidelines and considerations for entering into agreements. The information presented here is intended for informational purposes only. UWM employees should contact Legal Affairs for legal advice on specific matters or contracts. Outside parties should consult with their own counsel.

Department Resources

Divisional Finance Officers (DFOs)

Each school, college, or division has a DFO 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 DFO. If you are having problems reaching an agreement or have particular concerns about a contract, please have your DFO contact our office.

Office of Sponsored Programs (OSP)

If you have questions related to research grants or contracts, you should contact OSP.

Purchasing Office

If you wish to purchase goods or services, you should contact the Purchasing Office.

Purchasing manages Academic Support Services Agreements (ASSAs). An ASSA may only be used as an exception to the competitive bidding process in certain instances. To determine whether an ASSA is appropriate, see the Payment for Services Flowchart. Work with your DFO to complete a Checklist to determine whether an individual should be treated as an employee or an independent contractor. You may also refer to the ASSA FAQs.

Risk Management Office

You should contact Risk Management when your contract contains insurance or liability provisions, 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, minors, or volunteers are involved.

Standard Contracts

In many instances, standard form contracts can be used.

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 a service, such as training or other educational work, to an outside entity.

Facilities Use Agreements

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

What Every Contract Needs

Proper Parties

Include the parties’ proper legal 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

  • Purpose. 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?
  • Responsibilities and duties. Consider all obligations, including who will provide equipment, instruction, and training. Anything not placed in writing in the contract may be subject to dispute at a later date. 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.
    • 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.
  • 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. 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.

Valid Signatures

  • What is signature authority? UWM enters into contracts 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.
  • Signing a contract without authority. A contract entered into without authority may be determined to be void and may result in personal liability for the signer. The State is self-insured for liability, however that insurance only covers contracts where the individual signer has clear, written authority to sign the contract.
  • How to get a contract signed. For assistance in routing a contract for the proper approvals and signature, contact your DFO, who can get you started.

Considerations: What UWM Must Do and Cannot Do

  • Conflicts of Interest: State statute and UWM policies prohibit all UWM employees from using their position to gain anything of substantial value for their private benefit, their immediate family’s benefit, or the benefit of any organization with which they are associated. 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. The appropriate dean or director must approve before the contract is executed. Violations of these rules may lead to criminal penalties including fines and imprisonment.
  • Indemnification: 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. 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 to indemnify other parties to a contract.
  • Confidentiality: 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.”
  • 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. (Wis. Stat. § 16.765.)
  • 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: UWM cannot agree to be subject to any law but Wisconsin law or to the jurisdiction of any courts but Wisconsin courts.
  • 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.
  • 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.
  • Attorneys 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.
  • Use of Name: The Vice Chancellor for University Relations controls use of UWM’s name and mark. Additionally, use of UWM’s name and logo must subscribe to certain branding 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.