The Role of the General Counsel
The Office of General Counsel provides legal services and representation to Campbell University, Campbell University Foundation, Inc., and their controlled affiliates. The office does not and cannot represent employees or students in personal legal matters.
No. The OGC represents only Campbell University, Campbell University Foundation, Inc. and Campbell University Health Center, LLC, and advises individual employees only in their capacities as officers and employees of those entities. The North Carolina Bar Association sponsors a Lawyer Referral Service (919)-677-8574 or (800)-662-7660. Also, the American Bar Association offers a link to findlegalhelp.org as a consumers’ guide to legal help. For free legal assistance in your area, try Legal Aid of North Carolina.
Contact the OGC immediately at 910-893-1652, and send a complete copy of the document to us at email@example.com. Check with an attorney in the OGC before responding to questions from any person delivering the document or claiming to represent a party identified on the document(s).
Review the hold letter carefully. It is critically important that you follow the instructions in the letter as it pertains to retaining, and not destroying, the items identified in the hold notice. Any questions should be directed to the General Counsel, Gina Calabro, at firstname.lastname@example.org or 910-893-1645.
No. Only Campbell’s Office of General Counsel may retain outside counsel to perform legal services on behalf of Campbell.
OGC has received several inquiries concerning what constitutes a contract that requires OGC review.
In its simplest terms, a contract is an agreement that specifies certain legally enforceable rights and obligations pertaining to two or more mutually agreeing parties. A contract typically involves the transfer of goods, services, money, or a promise to transfer any of those at a future date. Contracts can involve the transfer of goods and services worth millions of dollars (e.g., construction contracts) or can involve only a few hundred dollars (e.g., food trucks or guest speakers).
If you are engaging in any sort of agreement with another party to provide goods and services to the University, your agreement should be reduced to writing and submitted for approval through IntelAgree, regardless of the dollar amount or the type of goods and services involved.
No. As a rule, only the President or the CFO may sign a contract, agreement, invoice, or other legal document on behalf of the University. Contracts, or series of contracts, with a value of over $500,000 must be approved by the Campbell University Board of Trustees.
In order to ensure adequate time for review, these documents should be submitted to the Office of General Counsel (OGC) at least 14 days in advance of the start date. Documents submitted with less than 14 days’ notice should be the exception, not the rule. The Office of General Counsel cannot guarantee approvals for contracts submitted with less than two business days’ notice.
Beginning January 2023, all contracts will be submitted for review using IntelAgree, a contract lifecycle management platform. You may submit a contract through the IntelAgree website: https://prod.intelagree.com and select “Sign in with Microsoft” to sign in.
Beginning January 2023, all university contracts will be submitted for review using IntelAgree, a contract lifecycle management platform. Submit a request for creation or review of a contract through the IntelAgree website, and upload any associated documents, such as contract terms and conditions, a requisition for expenditure of university funds, invoices, statement of work (SOW), and vendor insurance certificate and W9.
Department heads have designated specific staff to submit requests for contract approval through our contracts management platform, IntelAgree. Authorized users can access IntelAgree here:Submit Contract Request
If you are not an authorized user and need access to IntelAgree to request or view contracts for university business, please contact your department head for authorization.How to Use IntelAgree
The path a contract takes once it is uploaded into IntelAgree depends on several factors, including whether money is exchanging hands, IT services are involved, marks and logos are being used, a grant is awarded, or construction is taking place. The OGC has prepared a workflow to assist users in understanding the contract process which can be accessed through the link below:Contract Process Workflow
Two processes merit special mention:
First, contracts involving the acquisition of information technology goods or services are to be coordinated through IT Services prior to submitting the contract request through IntelAgree to allow adequate time for IT Services to fully the vet the product or service for data privacy, information security, and accessibility aspects. An overview of the full process for acquiring new technology systems or services can be accessed through the link below:Contract Involving Technology Process Workflow
To submit IT review requests, use the IT Service Desk portal available from the www.campbell.edu webpage by clicking on Login > IT Service Desk option at the upper right of the home page. From the Service Desk portal, click on the Software Purchase Request (Faculty/Staff) item available under the Highlighted Services area on the page. For more information, see the policy related to Information System Acquisition, Development, and Maintenance available on CUFind at: https://cufind.campbell.edu/information_technology_services/ or contact Sherri Yerk-Zwickl or John Skuce.
Second, contracts with a cumulative value of $500,000 or more require Board of Trustees approval. Such contracts will not advance through the IntelAgree system and will be held until the next regularly scheduled Board of Trustees meeting. The Board of Trustees meets three times per year in the winter, spring, and fall. Exact meeting dates can be obtained through the Office of the President.
The full contract life cycle is described here.
Except in extraordinary circumstances, contracts will be reviewed in the order in which they are received. OGC requests a minimum of fourteen (14) days to review contracts. First, the contract may need to be reviewed by multiple departments, as described above. Second, it is just a matter of volume. Between January 1, 2023, and August 31, 2023, the three attorneys in the legal department reviewed 801 contracts (or on average 267 contracts per person). Contract review is in addition to other subject areas the department is responsible for – real estate, insurance, employment and student matters, intellectual property, risk and compliance, and litigation, to name a few. Therefore, we appreciate as much notice as possible, but a minimum of fourteen days is required.
When a contract request is received and all other approvals completed, our Systems Administrator will determine to whom in the legal department to assign the contract. The assigned attorney will be determined by a number of factors, including availability and expertise in a particular area. Please do not assume any particular attorney will receive the contract. Similarly, please do not send a contract directly to an attorney outside of IntelAgree. It will be returned to sender, and the sender will be asked to follow the IntelAgree process.
If the reviewing attorney has no changes to the contract, the contract will be sent for signature through IntelAgree. There is no need for the user to take any action; the Systems Administrator will send the contract to the appropriate parties.
If the reviewing attorney has made edits to the contract, the attorney will notify the user either via the IntelAgree comments function or through an email generated in IntelAgree. The user is then responsible for communicating with the third party any requested changes and then notify the reviewing attorney through IntelAgree whether the third party accepted the requested changes, rejected the requested changes, or made additional edits.
Once a user submits a contract, they have the ability to see the status of their contract through the Executive Summary feature of IntelAgree. This feature allows users to see exactly where their contract is in the process, as follows: Created, Awaiting Approval, In Negotiation, Awaiting Signatures and Executed. It also allows the user to see all comments regarding the contract.
If you or members of your department have additional questions, we invite you to reach out to the Office of General Counsel. Amy Rutledge is our IntelAgree Systems Administrator and the first point of contact for all questions. Ms. Rutledge may be reached at email@example.com or x1652.
When the agreement is signed, IntelAgree will send the user the executed contract. In the case of vendor contracts, an additional step is required before Procurement releases payment. After all work is completed and deliverables delivered, the user should send the invoice, copy of the agreements, and receiving report to Procurement. Once Procurement receives these documents, Procurement will release payment to the vendor.
The short answer is “no.”
When a vendor presents a department with an invoice, purchase order, or other document, whether in hard copy format or email, concerning the purchase of goods or services, this is a legal contract even though it may not be titled as such. While traditionally various members of the University may have used a Campbell credit card for these purposes, current University policy prohibits such purchases on credits cards. The University Procurement Manual outlines acceptable and prohibited uses for credit cards:
- Travel; such as flight, lodging, rental cars, and meals.
- Food; may only be made where University business is being conducted. The nature of the food expense must be detailed on the University Credit Card Log. Tips may be included at a maximum rate of 18% of the total bill.
- Fuel; only when utilizing a rental vehicle. In this case, mileage reimbursements are not allowed.
- Emergencies; Credit Cards may be used in lieu of emergency purchase orders, cash purchases and advance check requests.
- Supplies and Services; Purchase Orders are to be utilized.
- Inter-department Procurement; Purchase Requisitions are used for internal purchases from departments at the University.
- Cash Advances; Under no circumstances are Credit Cards to be used for cash advances.
- Personal Purchases;
- Alcohol, Gambling, Illicit Drugs;
- Purchase of Securities or Insurance;
- Technology; Computers, Tablets, Monitors, etc. may not be purchased unless written approval was obtained from IT Services.
- Court Costs, Taxes, Fines, Bail or Bond Payments.
More information can be found in the Procurement Manual.View Procurement Manual
There are several reasons why credit cards are not acceptable means of paying for goods and services and a written agreement is required:
- Audit: The University undergoes an annual audit performed by outside auditors. Whenever the University’s resources are expended, the auditors require we have adequate documentation to support our expenditure.
- Insurance: For the safety of our students, faculty, and staff and to protect University assets, the University requires third parties to maintain certain levels of insurance. The Contract Matrix serves as a guide describing the types and amounts of insurance the University requires, as well as when the University may require other documentation, such as background checks.
- IRS Documentation: Whenever the University contracts to pay a third party, an IRS Form W-9 is required.
- Signing Authority: Per policy established by the University Board of Trustees, only the President, Executive Vice President and Chief Operating Officer, and Vice President for Business and Chief Financial Officer have authority to sign contracts on behalf of the University, whether money is exchanged or not. In very limited circumstances, the Athletics Director and Director of Procurement also may sign contracts. Unless a person’s position falls into one of these categories, the person may not sign any type of agreement on behalf of the University, or any college, school, or department of the University. Any person who signs a contract in violation of this policy risks incurring personal liability for the full value of the contract in addition to employment discipline up to and including dismissal.
For the same reasons, it is not acceptable to submit a check request for a vendor, performer, guest speaker, or the like without supporting documentation, including an approved contract.
If the other party is providing a service to the university, insurance is likely required. Ask the party for a copy of their Certificate of Insurance at the same time you submit your contract request. When the contract is being reviewed by the OGC, the reviewer will ask you for it. We generally require vendors who provide goods and services on campus to maintain liability insurance in the minimum amounts specified below:
- General Liability Insurance. Commercial General Liability insurance insuring both Contractor and University, for bodily injury and property damage, including sexual abuse and molestation coverage, with minimum combined single coverage limits of $1,000,000 per occurrence, and $3,000,000 in the aggregate.
- Automobile Liability Insurance. Automobile Liability with coverage for bodily injury and property damage with minimum combined single coverage limits of $500,000 per occurrence, and $1,000,000 in the aggregate.
- Worker’s Compensation Insurance. Worker’s compensation insurance sufficient to meet the requirements of the State of North Carolina.
We may also require performance and payment bonds in some cases.
If other than an individual, check out the name with the Secretary of State at www.sosnc.gov/seach/index/corp before you request the contract. If it is different from what is on the Certificate of Insurance, contact the OGC.
Yes, faculty and staff have the benefit of general liability and workers compensation coverage while performing duties in the course and scope of your employment by the university. Students are covered under the university’s general liability policy. Faculty, staff and students also have the benefit of medical and travel insurance in the event of an emergency overseas. Please contact the General Counsel’s office at firstname.lastname@example.org or complete the wufoo form found here:Contact the General Counsel's Office
Yes. Please contact the General Counsel’s office at email@example.com or complete the wufoo form found here: https://cuofficeofgeneralcounsel.wufoo.com/forms/zfiyzxq1pg8kql/
Yes. We ask that all students, faculty, and staff participating in off-site activities on behalf of Campbell University complete a participation waiver. If students, faculty, or staff will be photographed or videotaped during the event, we also ask that a photo release be completed. Both forms may be obtained by contacting the General Counsel’s office at firstname.lastname@example.org.
The student(s) should only arrange for the date, place, and time. The venue should contact you and then you submit the request for a contract as indicated above.
Review the university’s website at https://www.campbell.edu/registrar/family-education-rights-and-privacy-act-ferpa/. In a few cases, federal law allows disclosure of students’ education records. In many cases, the university is required to obtain a written consent from the student to disclose records to a specific person or organization for a specific purpose. You can access the consent form by clicking on the appropriate link at the website referenced above. If you still have questions, contact an attorney in the OGC.
The Classroom Use Exemption found in the TEACH Act allows for the performance and display of copyrighted works, such as movies, so long as the copy was lawfully obtained, shown for instructional purposes at a non-profit institution, and is done in a face-to-face setting.
Yes, the policy can be found in the Personnel Manual (Personnel Manual | Human Resources | Campbell University) and the Academic Catalog (Intellectual Property Policy – Campbell University – Acalog ACMS™).