Legal Frequently Asked Questions

Southern Utah University is our one client. Any University administrator or employee who is acting on behalf of the University is our client. Sometimes “who is acting on behalf of the University” can shift in a matter, so we always have to ask ourselves who is the decision maker(s) acting on behalf of the University at any given time and stage of a matter.

We cannot give legal advice for personal matters, whether for employees or students. You may consult with an attorney of your choosing.  You may also utilize the Utah State Bar to find an attorney at the following website:  https://www.utahbar.org/accesstojustice/understand-common-areas-of-law/

University administrators, deans, and department or unit heads are generally the appropriate persons to ask our office for legal advice. In addition, generally speaking, deans or unit administrators are in the best position to know when the unit should seek legal counsel. Program coordinators and others also may contact our office directly, for example, with questions about waivers, affiliation agreements, internships, and the like.

If you would like to contact our office with a question or to schedule a meeting, please direct inquiries to our office staff at legal@suu.edu or (435) 586-7738. Please provide necessary background information such as the contract, policy, communication, or type of situation about which you are inquiring. This helps us to determine the best and most efficient way to handle your question, including which attorney should be involved. This helps us provide a timely and efficient response and appropriate follow-up.

Our paralegal may communicate with you directly. The paralegal is trained in and bound by the same rules of confidentiality as the attorneys. The paralegal can often help you locate the policy, office, document or other resource that can answer your question (but they cannot give legal advice).

If you have already discussed the matter with a particular attorney, or if you have a reason for addressing your question to a particular attorney, you may contact that specific attorney through our office staff as described above, or you may contact the attorney directly if you prefer.

The SUU Office of Legal Affairs supports the University by providing legal advice to foster sound decision-making in all areas of operation, instruction, research and administration. We provide, manage and coordinate a full range of quality legal services to employees acting on behalf of the University—including legal counsel and representation, legal risk management, policy review, defending against administrative complaints and lawsuits, contract and waiver drafting and review, and compliance advice. In doing so, we aim to help client representatives accomplish their goals in sound, sustainable ways. The majority of our work is proactive and we welcome the opportunity to help at all stages of ideas and matters.

A contract is an agreement between two or more persons or entities that creates one or more duties to do or not do something. It can have many different names other than “contract.” A contract might be called a memorandum of understanding (MOU), memorandum of agreement (MOA), purchasing agreement, services contract, lease, invoice with terms, request for proposal attached to an agreement, offer letter, guarantee, terms of service, terms and conditions, terms of use, license, grant, research agreement, commitment, settlement, binding promise, and so on. Contracts can be written or verbal and made in hard copy or electronically (sometimes by a simple click of the mouse and/or check of a box).

Sometimes parties want to document their current intentions to collaborate, but do not intend to bind themselves. The appropriate document for this is to create a non-binding statement of intentions. Sometimes these are labeled as MOAs or MOUs, but whether or not they are contracts will depend on the wording of the document.

A University contract is a written agreement (which may go by a variety of names) where the University and one or more parties agree to certain obligations. All University contracts must be in writing. Documenting obligations helps enhance clarity down the road.

Generally, submit all University contracts to the Office of Legal Affairs for review. There are two exceptions:

1. if a contract (by any name) is on a template previously approved by the Office of Legal Affairs;
2. the contract is a renewal of a contract previously reviewed by OLA and does not have any substantive changes.

Prior to sending it for legal review, please complete a business-based review (can you comply with and accept the terms from a business standpoint). Please also submit the contract for review with applicable departments, such as Purchasing for goods and services, IT Department for software and other IT-related contracts, and to Risk Management for contracts with or without insurance terms, indemnification, liability limits or waivers. Once complete, unless one of the other units has submitted the contract for legal review, please email the contract (including all attachments and incorporated terms) in PDF form to legal@suu.edu.

This depends on which units need to review it. For the legal part of the contract review, please allow 2-3 weeks for turnaround. Often we are able to review agreements faster than this, but it depends on the current workload of the attorneys.

Colleges, departments, and centers are not legal entities and have no standing to enter into contracts. Rather, these groups are divisions of Southern Utah University. Southern Utah University should be the named party in all University contracts. If you prefer that a contract specify a particular department or operating unit, the party name can go further to specify: “Southern Utah University, a body politic and corporate of the state of Utah, on behalf of its [name of department/unit]

It depends on what type of contract you need. The following is a summary of SUU's primary contracting units and the types of contracts with which they work:

• Purchasing Department - purchase contracts
• Sponsored Programs, Agreements, Research, and Contract Office - (SPARC) sponsored research and service agreements
• Facilities Management - real estate contracts
• University Advancement - donations and gift agreements
• Office of Marketing Communication - trademark merchandise agreements
• Risk Management - liability waiver contracts; certain service contracts

If you have questions or do not see the type of contract that you need in the above list, contact your department’s business officer to get going in the right direction. The Office of Legal Affairs also has templates available for certain contracting situations and can provide advice to help you get started--please feel free to reach out to our Office.

Only the University President, Vice President for Finance & Administrative Services (CFO), and the Director of Purchasing have the authority to sign contracts or to delegate authority to sign contracts that bind the University. Refer to SUU Policy 5.24 (Purchasing). In some circumstances where a Department needs to purchase goods or services, the Director of Purchasing may delegate special and limited purchasing authority to departments on campus due to special needs and campus roles. This authority is found in SUU Policy 5.24, Section V.C.5. Be sure to have the proper person sign contracts that bind the University and document the authority to sign if it has been delegated. 

Most often, yes. SUU has two forms it uses to help ensure standard terms are included and the contract process is more efficient. These include SUU Standard Terms and Conditions.  Also, the SUU Purchasing Department will likely include a Government Entity addendum as an attachment to most contracts.

Purchasing forms, including the SUU Standard Terms and Conditions, a Contract for Workshops and Entertainment, and a Contract for Services. The Office of Legal Affairs also has other templates available, including for waivers, collaborative agreements, and service agreements, among others.

Ask the party presenting the contract if they will change the applicable law, jurisdiction, or venue to reflect Utah as the location. If the party does not agree, please contact the Office of Legal Affairs for advice and consult about the ramifications of another location being used. 

Most contracts will specify how the contract may be terminated--and if it does not, this is something you should address before the SUU signatory signs it. It is standard that notice of termination be given in writing.  Often these provisions also contain an automatic renewal provision unless notice of termination of the agreement is given. Utah law has some limitations on renewal provisions beyond five years unless the Director of Purchasing or a designee makes determinations that would allow for automatic renewal of a longer time period. Consulting with the Director of Purchasing will likely answer many of your questions about contract termination or renewal.  Remaining questions about this process may be directed to the Office of Legal Affairs.  

An Independent Contractor is a worker who is customarily engaged in an independently established trade, occupation, profession or business of the same nature as the services performed, and the individual providing the services must be free from the employer's control and direction while performing services for the employer (Utah Admin. Code R. 994-204-301(1)). In other words, an independent contractor typically determines how to accomplish the work, as opposed to an employer. It should be noted in any contract for services that the contractor is an independent contractor. Independent contractors may not bind SUU to any agreements, settlements, liability, or understanding whatsoever. Generally, SUU will not enter into an independent contractor agreement with an employee. If you have questions about how to structure an arrangement with an individual, please contact Human Resources and/or the Office of Legal Affairs.

Contact the Office of Enterprise Risk Management.

Yes, please see SUU’s Insurance Requirements for Vendors, Contractors, and Service Providers and contact the Office of Enterprise Risk Management to review contracts with insurance provisions.

Yes. All contractors, entertainers, vendors or service providers doing work or providing services on behalf of the University are required to have insurance. Campus departments should request a Certificate of Insurance prior to the beginning of work and/or the start of a contract and submit it to the Office of Enterprise Risk Management for review and approval.

Likewise, another party may request a certificate of insurance from SUU. In this case, the SUU department representative should submit an online certificate of insurance request form for the other party.

Save executed contracts in your department’s records and send a copy to the SUU Purchasing Department and/or any additional contracting unit that helped you (e.g. SPARC, Facilities Management, University Advancement, Office of Marketing Communications, IT Department, and/or Risk Management.). 

Each department is responsible for contract compliance and the duties outlined in the contracts they enter. The Office of Legal Affairs recommends that the department that initiated the contract on a central departmental calendar expiration and renewal dates, deliverable due dates, payments, etc. in multiple calendars (department chair, central department calendar, etc.) to ensure compliance with the contract terms.

This is dictated by the terms of the contract.  If the terms of the contract are not clear on how to terminate a contract, contact the SUU Purchasing Department or the Office of Legal Affairs for further assistance. 

Look at the terms of the contract regarding notice of termination and see if the party has complied with what is required under the contract’s termination provisions. If there are concerns about the termination or entering any new contract, please contact the SUU Purchasing Department or the Office of Legal Affairs.

If another party has claimed or given notice that the University breached a contract or the other party wants to sue the University for breach of contract, what do I do?

Contact the Office of Legal Affairs. Please be prepared to send us a copy of the contract and any communication from the other party.  Save all documents, correspondence, etc. related to the contract. 

Contact the Office of Legal Affairs at 435-586-7738 or legal@suu.edu immediately and provide us with a copy of the document. Do not contact or discuss the document with the person who issued it until you have received guidance from our office. Note: Our office cannot provide advice and assistance regarding such documents if they are unrelated to University business or your employment with the University.

Refer the attorney to the Office of Legal Affairs and contact us immediately at 435-586-7738 or legal@suu.edu. Do not discuss the matter with the attorney.

Please review Southern Utah University's Minors on Campus Policy. Please also contact the Risk Management Executive Director for assistance with minor children supervision in University programs, such as background checks, conduct guidelines for participants, and trainings. Visit the Guidelines for Programs Involving Minors for more information. You can contact the Executive Director of Enterprise Risk Management, Mike Humes at humes@suu.edu. You also are welcome to contact the Office of Legal Affairs directly with any questions about unique aspects of your program for which legal advice is needed at legal@suu.edu.

The FCPA is important for SUU employees to be aware of because it applies to interactions with foreign officials. There is no exemption for higher education, small transactions, or otherwise. So if you are interacting with persons from foreign universities or other foreign officials, you need to be aware of the limits of the FCPA. Seemingly innocent gifts to foreign officials can violate the FCPA.

“The FCPA makes it a crime to: 1) make a payment of, offer or promise to pay, or authorize a payment of money or anything of value, directly or indirectly; 2) to any foreign official, politician, party official, candidate for office; 3) with a corrupt intent; 4) for the purpose of influencing one of these person's.”

• What does “corrupt” mean?
  “Corruptly” means with the intent or desire to influence a recipient in a wrongful way. When something becomes corrupt it is no longer an honest business.
• What does “anything of value” mean?
  There is no minimum amount–it is truly anything of value, even if small or modest. “Anything of value” is anything given with the intent to improperly influence a foreign official. Some examples could be: cash, gifts, travel, entertainment, and other things of value,as well as giving money under the guise of “charitable contributions”.
• Who is defined as a “foreign official”?
  “Foreign official” relates to “any foreign political party or official thereof”; or “any candidate for foreign political office”. Foreign official can include persons who work for public or government sponsored universities, for example. It also includes as any person that has knowledge of something of value being given corruptly to any of the aforementioned people.

The FCPA applies to all countries that the US has dealings with, including when a US citizen is in another country.

• The FCPA applies to US companies as well as any foreign company that has a relation to the United States and those associated.