August 3, 2010
Authority to Sign Contracts and Agreements
A school or department may only enter into an agreement with an outside entity in the name of the corporate entity (the “University of Southern California”). All agreements the university enters into must be reviewed by the Office of the General Counsel prior to execution, and sufficient time must be scheduled into the drafting process to allow for proper review. In addition, all agreements that include opportunities for advertising or promotion of third-party products and services also must be reviewed by the Senior Vice President for University Relations. All agreements the university enters into may be signed only by those officers listed in Article XI, Section 11.2 of the university bylaws. Those officers are as follows:
- Chairman of the Board
- President of the university
- Any Senior Officer [as defined in Article VI, Section 6.5(a) of the bylaws]
The term “Senior Officers” is defined in Article VI, Section 6.5(a) of the bylaws to include the Provost and Senior Vice President for Academic Affairs, the Senior Vice President for Administration, the Senior Vice President for Finance and Chief Financial Officer, the Senior Vice President for University Advancement, the Senior Vice President for University Relations, and any additional Senior Officers as the Board of Trustees may find necessary or appropriate.
It is our practice to restrict the signature authority on all university agreements, regardless of origin, to either the Provost and Senior Vice President for Academic Affairs, or to the Senior Vice President for Administration as primary signers. Although the bylaws grant signature authority to other officers, they normally defer to the primary signers when available.
The bylaws of the university also provide that the President may give written authorization to other administrative executives to sign various described classifications of documents. Any authority granted by the President to other administrative executives specifies limitations as to dollar value, term, nature of the instrument to be signed, and other parameters. These delegations are recorded in the Office of the General Counsel.
All USC agreements that provide for a lifetime privilege granted to an individual or group must be approved in writing by the Senior Vice President for Academic Affairs and Provost or the Senior Vice President for Administration. This includes any right, special advantage or benefit given that relates to university events, athletic events, life or health insurance, employment, compensation, parking or other facilities use or any other university activity.
All agreements that provide for exclusivity in any relationship with the university must be approved by the Senior Vice President for Academic Affairs and Provost or the Senior Vice President for Administration. This includes exclusive use of the USC identity with travel organizations, hotels, car rentals, credit cards, bank relationships, telephones, pagers, other communication devices, jewelry, clothing, footwear, merchandise or materials for sale, and any other relationships with the university that provide exclusivity.
Violation of this policy can lead to disciplinary action up to and including termination.
Office of the General Counsel
Chrysostomos L. Nikias, President
University of Southern California