MOUs/MOAs/Contracts Process

This page provides guidance for MOUs/MOAs/Contracts between external entities and the University of South Florida for which the USF President has delegated signatory authority to the Provost & Executive Vice President pursuant to USF policy 0-100. The contents of this page are designed to provide direction for drafting and reviewing of such agreements prior to seeking the Provost's signature. The Office of the Provost & Executive Vice President for Academic Affairs electronically stores the fully executed MOUs/MOAs/Contracts that have been signed by the Provost. Further information about the delegation of Presidential signatory authority can be found in USF policy 0-100.

MOU/MOA/Contract Types

INCLUDED in the SIGNATORY AUTHORITY of the Provost & Executive Vice President

Per delegated signatory authority, the Provost & Executive Vice President is authorized by the President to sign the following types of MOUs/MOAs/Contracts:

Contracts with outside agencies/entities initiated by units within Academic Affairs. Such Contracts include:
1. Contracts regarding academic programs;
2. Contracts with credit bearing implications:
3. Student internship and practicum agreements. (Note: Specific student placement MOUs/MOAs/Contracts initiated by units within Academic Affairs have been delegated for signature to the Deans delegated signatory authority, provided that such MOUs/MOAs/Contracts do not include or involve financial obligations or monetary value or exchange of funds. Financial obligations include, but are not limited to, the waiver of tuition);
4. International internship agreements and programs. (Note: Adriana Morales will facilitate obtaining signatures for all international agreements. Signatory authority for more general types of international agreements has been delegated from the Provost & Executive Vice President to the Vice President of USF World. Please contact Adriana Morales prior to proceeding with any international agreement.);
5. Fellowship agreements;
6. Faculty support agreements;
7. Educational outreach agreements (continuing education/distance learning). (Note: Any MOU/MOA/Contract that involves continuing education and/or distance learning must begin with consultation with Christine Brown. All such agreements will be routed through Innovative Education) Non-credit bearing continuing education agreements can be signed by the Vice President of Student Success;
8. Memoranda of understanding, cooperation, and/or affiliation agreements. (Note: Dual Enrollment Agreements are further delegated from the Provost. See Delegations of Authority for further information.);
9. Contracts regarding the Student Governments Association and the Department of Student Success. (Note: Signatory authority is further delegated from the Provost. See Delegations of Authority for further information.);
10. Contracts for license agreements, including licensing with governmental agencies for the use of University property;
11. Contracts for Marshall Student Center use. (Note: Signatory authority is further delegated from the Provost. See Delegations of Authority for further information.);
12. Contracts relating to the customary business transactions of the Institute for Research in Art: Contemporary Art Museum/Graphicstudio, which includes agreements for loan of artworks to museums and cultural institutions, incoming and outgoing traveling exhibitions, power of attorney for agents or brokers handling import/export and shipping of artworks (declared shipper), agreements with artists for commissions and production of artworks such as distribution of art editions published by Graphicstudio and consignment agreements with commercial galleries for Graphicstudio editions. (Note: Signatory authority for these are further delegated from the Provost. See Delegations of Authority for further information.)
Fee waiver authority regarding student associated fees in accordance with USF and BOG Regulations and Policies. Please see the Delegations of Presidential Authority for determination of the appropriate signatory authority for MOUs/MOAs/Contracts not lNCLUDED in the list above.

EXCLUDED

Please see the Delegations of Authority for determination of the appropriate signatory authority for MOUs/MOAs/Contracts not INCLUDED in the list above
Note that Agreements between two units within the University of South Florida are not legally binding and thus do not require the signature of the Provost & Executive Vice President.
1. Agreements between two (or more) units within USF should be referred to as "Intra-University Operating Agreements".
2. Guidelines for the elements to be included in an Intra-University Operating Agreement can be found here.

Consultation & Review Matrix

All MOUs/MOAs/Contracts with external entities must be reviewed and approved for legal sufficiency by the USF Office of the General Counsel.

Based on the type of MOU/MOA/Contract as specified above, the Provost & Executive Vice President requires review by one or more responsible parties/subject matter experts for determination of the clarity, accuracy, and feasibility of the agreement as well as for the minimization of any risk to the University. To facilitate the process of review based on the type of MOU/MOA/Contract, the following Contact information is provided. Please secure the appropriate signatures prior to sending the finalized MOU/MOA/Contract containing General Counsel's stamp to the Office of the Provost.

Obtain signatures as applicable
	Responsible Party/Subject Matter Expert	Contact	Guidelines
1	College Dean/ Other	Varies	College Dean or Other Unit Administrator should review any MOUs/MOAs/Contracts that involve personnel and/or financial commitments being made as a part of the agreement.
2	UGS Dean/Graduate Studies Dean	Allison Crume (UGS) / Ruth Bahr (GRS)	MOUs/MOAs/Contracts with curricular implications, including articulation agreements, should be reviewed by the UGS Dean if they involve undergraduate education and/or the Graduate School Dean if they involve graduate education. The exception is standard internship and/or practicum agreements which can be signed by Deans and standard Dual Enrollment agreements which are delegated.
3	SACSCOC	Cynthia Brown Hernandez	MOUs/MOAs/Contracts with credit-bearing implications or that involve the use of off-campus instructional sites must be reviewed by USF's SACSCOC liaison for compliance and to determine if notification of the activity must be made to SACSCOC. The exceptions are standard internship and/or practicum agreements and standard Dual Enrollment agreements that are based on previously approved templates. Refer to STEP 3 in the process below for detailed SACSCOC compliance guidelines.
4	Innovative Education	Christine Brown	MOUs/MOAs/Contracts that involve online education, cost-recovery funding models, market-rate funding, continuing education activities, both credit and non-credit bearing, and any academic or internship/practicum agreements with out-of-state entities within the United States must be reviewed by Innovative Education. See USF Policy 10-042 for definitions of continuing education activities. All MOUs/MOAs/Contracts involving continuing education as defined in Policy 10-042 and all MOUs/MOAs/Contracts involving online education, cost-recovery funding models, or market-rate tuition must begin with consultation with Christine Brown and will be routed to the Office of the Provost through Innovative Education. Non-credit bearing continuing education agreements can be signed by the Vice President for Student Success. All others will be routed to the Office of the Provost through Innovative Education.
5	Budget & Financial Analysis (BFA)/ Finance Officers	Jeff Palmer (All) Kevin Sheehy (SP) Eddie Beauchamp (SM)	MOUs/MOAs/Contracts that include a financial business model must be reviewed through BFA (Budget & Financial Analysis). If branch campus funding commitments are made as a part of the agreement, the appropriate Finance Officer should review. Any agreements that will require a Fee Waiver request from the Provost & Executive Vice President must be reviewed by USF's Chief Financial Officer.
6	Controller's Office	Masha Galchenko	Signature for the Controller's Office is needed for any MOUs/MOAs/Contracts in which funds will flow through an EBA.
7	Research & Innovation	Sylvia Thomas	MOUs/MOAs/Contracts that involve Intellectual Property and/or deliverables should be reviewed by Research & Innovation to confirm that the activity is within the scope of the Provost's delegated signatory authority.
8	a) USF World	Adriana Morales will facilitate obtaining signatures for all international agreements.	MOUs/MOAs/Contracts with international entities or implications must begin the process of consultation and review with USF World, as well through collaboration with the Office of the Vice Provost for Strategic Planning, Performance & Accountability.
	b) Restricted Party Screening Review	Adriana Morales will facilitate obtaining signatures for all international agreements.	The U.S. government and its export regulations restrict or prohibit U.S. individuals and companies from exporting or providing services of any kind to any party contained in U.S. government export denial, debarment, and blocked persons lists. These lists are updated on a regular basis. A restricted party screening involves a review of these lists to ensure that the person or entity with whom you are interacting is not on one of these lists. USF World is authorized to complete the Restricted Party Screening Review.
9	Regional Chancellor	Christian Hardigree (SP campus) or Karen Holbrook (SM campus)	MOUs/MOAs/Contracts that commit branch campus funding, personnel and/or other branch campus assets must be reviewed by the Regional Chancellor.
10	Information Governance	Student Directory Data: Catherine Mund Other Student Data or Faculty Data: Valeria Garcia Alumni Data: Bill McCausland	USF has established an Information Governance program to ensure the appropriate management and use of its data. Release of Student Directory data must keep within FERPA regulations and is under the auspices of Office of the Registrar. Release of other student data, faculty data and alumni data are governed by USF's External Data Policy 11-007 .
11	Other	Varies dependent on content of agreement	Consider which units would be involved in any agreement and add in as needed. For example, if the MOU/MOA/Contract involved a health facility, the Senior Vice President for USF Health or designee would review. For example, if there are implications for fundraising, the USF Foundation would review. Another example is an MOU/MOA/Contract that involves the surveying of students. In such a case the appropriate Student Success personnel would review. If you have questions, please contact Dr. Terry Chisolm for consultation.
12	General Counsel	Varies. All MOUs/MOAs/Contracts submitted to the Office of the Provost for signature must be stamped by General Counsel.	Office of the General Counsel must review all agreements. No agreement will go forward to the Provost & Executive Vice President without approval by General Counsel. Please add the name of the attorney who has stamped the document under 'Printed Name' and under 'Signature' enter 'See Stamp.
13	Vice Provost for Strategic Planning, Performance & Accountability.	Dr. Terry Chisolm	The Vice Provost conducts the final review prior to submission for the signature of the Provost & Executive Vice President. Signatures for Vice Provost and Provost will be obtained by Jonna DeSantis and signed MOUs/MOAs/Contracts will be forwarded to you.

Process

STEP 1	Determine if the MOU/MOA/Contract is within the Signatory Authority of the Provost & Executive Vice President. USF employees must not sign contracts and other documents of agreement or commitment on behalf of USF unless they have been expressly delegated the authority to do so. Provost's Delegations https://www.usf.edu/general-counsel/documents/governance/delegations-of-presidential-authority.pdf
STEP 2	Determine if there is an existing MOU/MOA/Contract. Determining if an agreement exists If you are unsure if there is an existing agreement with the entity in question, contact Jonna DeSantis. If there is NOT an existing agreement, move on to Step 2. If there IS an agreement: Determine whether the proposed new activities fall under the existing agreement. If it does, make sure the existing agreement is still valid and not expired. If so, nothing else is needed. If the proposed activities fall under the existing agreement, but it has expired go to Step 2 to find the necessary documents to amend or renew. If the proposed activity does not fall under the existing agreement, move to Step 2.
STEP 3	Considerations for developing an MOU/MOA/Contract. Considerations Developing an MOU/MOA/Contract is a multi-step process that can take anywhere from a few weeks to several months. Consider the background of any partner and their capacity to carry out their obligations under the terms of any agreement. Consider the history of the entity with the USF and its history in any similar relationships, if relevant. Think about your capacity to carry out the responsibilities described in the MOU/MOA/Contract. Consider and collaborate during the development of the MOU/MOA/contract with all the relevant units, academic and administrative, that will be involved in implementation of the agreement. Think about any financial implications. How will funds be collected? How will proceeds be distributed? What are the expected revenue sources for implementing a program? What financial safeguards are in place? What is potential for sustainability? How will complaints arising from the relationship be handled? What are the terms and conditions associated with ending the agreement, including financial implications? Has the external entity requested the use of USF’s name, logo, or trademark? What is the proposed advertising relationship, if any? Will the external entity secure appropriate insurance and indemnify USF from the actions of its own officers and agents? Have the risks been assessed and are processes and procedures in place to satisfactorily mitigate those risks? Monetarily or legally Consider any relevant policy, regulation, or accreditation standard that could be called into question through implementation of the relationship. Additional considerations for any MOUs/MOAs/Contracts with credit-bearing implications. SACSCOC Compliance Termination Clause: All MOUs/MOAs/Contracts must automatically sunset (expire) within one to five years. The duration of the period between initiation and review/renewal will depend on the substance of the agreement. Please consult the SACSCOC accreditation liaison for guidance about the duration of agreements. Advertising Clause: All MOUs/MOAs/Contracts in which non-USF personnel are engaged in advertising or student recruitment must specify that those personnel are bound by, and agree to conform to, SACSCOC’s Policy on Advertising and Student Recruitment, which must be incorporated in full as an addendum to the agreement. All such agreements must specify that all advertising, marketing, or promotional materials must be approved in writing by USF prior to use. Admissions Clause: All MOUs/MOAs/Contracts in which non-USF personnel are engaged in recruiting or admission processes must specify that those personnel are bound by, and agree to conform to, SACSCOC’s Policy on Advertising and Student Recruitment, which must be incorporated in full as an addendum to the agreement. All such agreements must specify that admission decisions are under the exclusive control of USF. Control of admission decisions cannot be transferred to a third party. Instruction Clause: All MOUs/MOAs/Contracts that involve the use of personnel as instructors of record who are not paid by USF must specify that those personnel will be granted courtesy faculty appointments at USF and, as courtesy USF faculty, will be bound by all USF regulations, policies, and procedures, which supersede any other obligations imposed on those personnel. All such agreements must also specify that all curricular decisions are under the exclusive control of regular, full-time USF faculty. Control of curricula cannot be transferred to a third party. Articulation Table: All MOUs/MOAs/Contracts that involve the transfer of credit into USF must include a transfer articulation table that maps each course that will be transferred into USF to one and only one course at USF. The course being transferred into USF must be at the same level or higher than the corresponding course at USF and must be at least the same number of semester credit hours as the corresponding course at USF. Off-campus Instructional Sites: All MOUs/MOAs/Contracts that involve the use of off-campus instructional sites at which a student can complete 50% or more of a curriculum that will result in the awarding of an academic credential (degree or certificate) by USF will require prior authorization by SACSCOC and the U.S. Department of Education, which may take a year or more to obtain, so please plan accordingly. All MOUs/MOAs/Contracts that involve the use of off-campus instructional sites at which a student can complete 25% or more of a curriculum that will result in the awarding of an academic credential (degree or certificate) by USF will require prior notification to SACSCOC. No student should be able to earn 25% or more of the credit hours required for an academic credential (degree or certificate) at an instructional site of which SACSCOC and the U.S. Education Department no knowledge.
STEP 4	It is the responsibility of the initiator to ensure the MOU/MOA/Contract has been reviewed by all parties who will need to DocuSign (see matrix) prior to General Counsel review. Download and complete the Academic Affairs MOU/MOA/Contract Signature Form. Glossary New: An initial MOU/MOA/Contract Renewal: A renewal/continuation. Insert date of previous agreement. International: Involves an entity outside the United States Domestic: Involves an entity within the United States Curricular: Involves both credit bearing and non-credit bearing educational activities. For Credit Not for Credit Student Exchange: Agreement involves USF students going to another institution and students from other institution coming to USF. Faculty Exchange: Agreement involves USF faculty going to another institution and faculty from the other institutions coming to USF. Research Collaboration: Agreements with broad statements about intent to engage in research collaborations can be signed by the Vice Provost & Executive Vice President. As noted above, when specific statements regarding work products, involve human subjects, animals, or when there are reporting requirements, the signatory authority resides within the Office of Research and Innovation. Other: If the agreement contains other elements please provide the information Financial Account Type (if applicable): The funding source for the activity should be specified. E&G Cost Recovery/ Market Rate Existing Auxiliary (Prior Number) New Auxiliary
STEP 5	Route the MOU/MOA/Contract and the Academic Affairs MOU/MOA/Contract Signature Form via DocuSign to appropriate parties. Refer to the matrix above to determine required reviews and signatures. Note: Please copy Jonna DeSantis in DocuSign and do not include the Vice Provost in the DocuSign at this time. DocuSign Process After importing sign off sheet into DocuSign: Check the box for *Set Signing Order* Number the boxes and assign to the proper signer in the same sequence as detailed in the Responsible Party Matrix. 3. Add Jonna DeSantis as the last recipient and cc a copy to her by clicking on *NEEDS TO SIGN* and selecting RECEIVES A COPY. Drag and drop the following DocuSign fields into the proper boxes for each signer on the sign off sheet as detailed below: Name Signature Date Signed
STEP 6	Email the MOU/MOA/Contract with finalized business, academic, and data access terms as a .doc or .pdf to the Office of General Counsel (OGC) to be reviewed and stamped for legal form and sufficiency. All negotiations and terms should be decided upon prior to coming to the Office of General Counsel (OGC) for final stamp, but please reach out to USFlegal@usf.edu if counsel is needed during the negotiation process. Once the terms are finalized, OGC will review and stamp the agreement and send it back to the originator to be routed through for signatures.
STEP 7	Receive email with copy of MOU/MOA/Contract signed by the Provost from Jonna DeSantis.
STEP 8	Proceed with execution of MOU/MOA/Contract with external entities.
STEP 9	If external entity requests changes to the reviewed MOU/MOA/Contract, it must be rerouted to appropriate Responsible Party/Subject Matter Experts as well as OGC.
STEP 10	Provide final executed copy of MOU/MOA/Contract to Jonna DeSantis.

Sign Off Templates

Academic Affairs MOU/MOA/Contract Signature Form

Supporting Documentation

FAQ

Is it an MOU, MOA, or Contract?

The terms MOU, MOA and contract often are used interchangeably, and within the context of USF refer to agreements that are legally binding between the institution and any agent or entity external to the university. Examples of such legally binding agreements include, but are not necessarily limited to, sponsored programs, revenue generating ventures, or pro bono initiatives. They can involve credit or non-credit activities, international exchanges, conference, workshops, seminars, lectures or other events. For credit-bearing activities it is important that the accrediting standards of the Southern Association of Colleges and Schools Commission on Colleges (SACSCOC) and relevant Florida Board of Governors regulations are met. Agreements between two (or more) units within USF should be referred to as "Intra-University Operating Agreements".

How long will it take to develop an MOU/MOA/Contract?

Developing an MOU/MOA/Contract is a multi-step process that can take anywhere from a few weeks to several months.

Is General Counsel review required for all MOAs/MOUs/Contracts?

Yes, the Office of the General Counsel must review all agreements with external entities unless it has a template pre-approved by General Counsel. No agreement will go forward to the Provost without approval by General Counsel.

INCLUDED in the SIGNATORY AUTHORITY of the Provost & Executive Vice President

EXCLUDED

Obtain signatures as applicable

Responsible Party/Subject Matter Expert

Contact

1

2

3

4

5

6

7

8

9

10

11

12

13

Academic Affairs MOU/MOA/Contract Signature Form