Contracts & Signature Authority

What is a contract?

A contract is a legally binding agreement consisting of promises to perform, and imposing duties on the parties to perform as promised. A party may be in breach of the contract if it fails to perform. A breach of the contract may entitle the other party to a legal remedy.

To form a contract, one party generally makes an offer which indicates the willingness to enter an agreement under certain terms. If the offer is accepted by the other party, the parties form a contract, provided that there is consideration. Consideration is the bargained-for exchange between the parties, whether it be mutual promises, money, or labor. Both parties must also have the legal capacity to contract.

Sometimes it may be unclear whether the document you have been provided for signature is a contract. Generally, if the document constitutes an agreement to pay someone or be paid by someone and outlines specific terms and conditions related to the agreement between the parties, only an individual with signature authority should sign it. Invoices which contain business terms only (price, quantity, dates, description of scope or goods) do not need to be entered into Total Contract Manager for review. However, if the document (whether labeled as a quote, proposal, or invoice) contains terms and conditions above and beyond price, quantity, description, and dates, it will need to be entered into TCM for review and approval. Please contact the Director of Contract Administration with speciic questions.

In many cases, it is within a department’s discretion to define the scope of work, or negotiate the terms of a contract. However, the department should be mindful of the terms and provisions proposed by the second party (the party with whom Baylor is contracting). Please review the Substantive Checklist for important contract elements and provisions of which to be mindful.

University Master Contracts

For a list of participation agreements and master contracts with suppliers, please visit the Contracts and Suppliers Section of the Purchasing webpage.

Who can sign contracts on behalf of, and which bind, Baylor University?

Only those individuals who have been delegated authority by the Baylor University Board of Regents can sign contracts for Baylor University. This includes the President of the University, Vice Presidents, and a few additional individuals who have been granted limited signature authority. Vice Presidents may not further delegate their signature authority to another person.

If you sign a contract on behalf of Baylor University without signature authority, you could be personally liable for the contract. If you have any doubts or questions, contact the Office of General Counsel at 710-3821 or the Director of Contract Administration at 710-4552.