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.
Only individuals holding specific positions at the University are authorized to enter into contracts 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 the University’s subject matter experts who are designated to review them.
Authorized signatories are responsible to ensure that each contract has been reviewed and approved in accordance with the Signature Authority Policy before the contract is signed. Observing the required review and approval procedures enables the University administration to document the contract terms properly, to evaluate and provide advice on the terms, obligations and legal risks, and to confirm compliance with applicable federal, state, and local laws and applicable University policies and procedures.
Never sign a legal document hurriedly, without proper review, or when not authorized to do so.
All University contracts must be submitted for review through the Lehigh University Contract Administration (LUCA) system, available at this link. Generally speaking, all research contracts should be first routed to your Contracts and Grants Specialist in ORSP. Find your Contracts and Grants Specialist here.
Contracts that are given to you by a third party may infringe on academic freedom and intellectual property ownership, adversely affect colleagues’ work, create obligations that are difficult or impossible to comply with, 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. Entering into a contract without proper review and negotiation can have serious implications for the individuals involved, for colleagues, and for the University.
Only individuals holding specific positions at the University are authorized to enter into contracts 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. Once an unfavorable agreement is signed, getting out of it, or mitigating its adverse effects, can be a lengthy, difficult, and costly process.
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. All University contracts must be submitted for review through the Lehigh University Contract Administration (LUCA) system, available at this link. Generally speaking, all research contracts should be first routed to your Contracts and Grants Specialist in ORSP.
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 unprofessional and inappropriate. If you sign the agreement; however, you are bound by it. You will be presumed to have read and understood, every term of an agreement that you sign. A party’s failure to provide you with advance notice of an agreement’s content and its legal impact will not absolve you or the University of legal obligations that such an agreement may carry.
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.