Legal Agreements and Signature Authority

You are here

Investigators may be presented with agreements that create legal obligations for both the investigator and for the University. It is sometimes not immediately apparent from a document that it creates a binding legal contract. Terms can be ambiguous (e.g., a ‘memorandum of understanding’ is a contract) and even an email exchange can create a legally binding obligation if the elements of a contract are present.

Never sign any agreement or enter into an arrangement indicating commitments that could be legally binding without certainty that you are authorized to do so or without full and proper review involving people with the right expertise. Without a proper Lehigh authorized signature, the University will not be bound to the agreement and you may be personally liable for its obligations.

What is essential?

Only specific people are authorized to make obligations on behalf of the University. See the University's Signature Authority Policy for more information. Other than agreements such as book contracts and copyright transfers for journal articles that authors are authorized to enter into of their own accord, agreements presented to you by parties outside the University need to be referred to those designated to review them.

Ultimately, the authorizing office will ensure that the agreement is properly executed by a delegated official and includes appropriate terms and requirements that protect both the University and the researcher. Never sign a legal document hurriedly, without proper review, or when not authorized to do so.

Why it’s Important

As first presented, agreements may infringe on academic freedom, adversely affect colleagues’ work, create obligations that are very hard to abide by, are at odds with the University’s tax-exempt non-profit status, or create significant financial and other risks. These issues can all exist in an agreement in ways that may not be apparent to you. Being bound by an agreement entered into imprudently can have serious implications for the individuals involved, for colleagues, and for the University.

Only specifically identified individuals are authorized to enter into various kinds of agreements on behalf of the University (see the University’s Signature Authority Policy.) Signing something you are not authorized to sign misrepresents your authority to the other party. Extricating individuals and the University from agreements entered into imprudently or improperly can be a lengthy, difficult, and costly process.

How to Comply

Agreements most commonly presented directly to investigators include confidentiality or nondisclosure agreements, material transfer agreements, and data use agreements. Less commonly, you may be presented with a collaboration agreement or even a sponsored research agreement. In every case, refer these to the appropriate offices -- ORSP and the Office of the General Counsel. Never allow an outside party to draw you into negotiation of an agreement on behalf of the University.

Never sign any agreement presented to you “on the spot” or without notice. Common examples include documents labeled as “visitor’s agreement,” “speaking agreement,” and confidentiality or nondisclosure agreements. The other party’s failure to provide you with advance notice of their expectations and time to review is collegially inappropriate. A party’s failure to provide you with advance notice of an agreement’s content and its legal impact, will not, however absolve you or the University of legal obligations that such an agreement may carry. You will be legally accountable for, and presumed to have read and understood, every term of an agreement that you sign.

For legal advice with respect to agreements, legal obligations, and University policies regarding these matters, you should consult with the University’s Office of the General Counsel. The Office of the General Counsel is the only University office authorized to provide legal advice with regard to University agreements and legal matters, and is the only University office authorized to engage external legal specialists (e.g., patent counsel) for the University. University staff or faculty, even if they have law degrees, are not authorized to provide legal advice for the University or legal services for University matters.

As an individual, you do have the authority to enter into agreements with publishers for dissemination of your scholarly work. In doing so, be mindful of other obligations. These may include acknowledgement of research sponsors, open access requirements pursuant to sponsors’ rules or principles of stewardship of academic work, acknowledgment of colleagues’ provision of data or materials, assurance of compliance with nondisclosure agreements, etc. Be aware as well that the title of an agreement (e.g., ‘memorandum of understanding’ or ‘MOU’) may be misleading with regard to its content and effects. Be vigilant, ensuring that you are authorized to sign, and that you fully understand and are comfortable with that to which you are agreeing.