General Contract Review Checklist
Harvard Office of General Counsel (OGC)
February 2016 – Appendix B to SEAS Contracts SOP
This checklist is designed for review of contracts for acquiring goods or services when the document is originated by the
vendor or consultant. For additional points to consider, see the comments in the OGC’s “Model Consulting Agreement
with Comments,” http://ogc.harvard.edu/pages/model-documents
.
1. Basic Review
x Read the entire contract and all attachments.
x Do you understand the contract?
x Does it contain all the business terms that you consider essential to the transaction?
o For example, description of services and deliverables, price, payment schedule, and dates for
performance or delivery.
x Are all necessary price lists, scopes of work, specifications, schedules, appendices, order forms, and other
attachments mentioned in the contract attached?
2. Identification of the Parties
x Contracts should be made in the name of "President and Fellows of Harvard College," which is Harvard’s legal
name. Individual Schools, departments, and other units are not separate legal entities and should not contract in
their own names. If you wish to refer to the specific School, department or other unit involved, state that the
contract is being made by the President and Fellows "acting through" that School, department or unit.
o For example, the contract might be with “President and Fellows of Harvard College, acting through the
Office of the Xyz . . .”
x Be sure the other party is properly identified and that it is providing its full legal name and an address.
x If abbreviated terms are used to identify parties, such as “Harvard University (hereinafter referred to as
‘Harvard’)”, be sure the terms are used consistently throughout the document.
3. Use of Harvard’s Name
Every contract should include a clause along the following lines prohibiting the other party from using
Harvard’s name for promotional or other purposes in connection with the contract without the express prior
written permission of Harvard in each instance:
“Consultant shall not use the name "Harvard" (alone or as part of another name, and in any language) or any
logos, seals, insignia or other words, names, symbols, images or devices that identify Harvard or any Harvard
school, unit, division or affiliate (“Harvard Names”) for any promotional purpose or any other purpose in
connection with the Work or this Agreement except as expressly provided in this Agreement or the SOW, or with
the prior written approval of, and in accordance with restrictions required by, Harvard. Consultant shall not
register any Harvard Name in any jurisdiction as a trademark, service mark, domain name, trade name, business
or company name or otherwise. Without limiting the foregoing, Consultant shall cease any use of Harvard
Names authorized under this Agreement on the termination or expiration of this Agreement.”
Some parties may have legitimate reasons to refer to Harvard in other contexts. This language does not purport
to prevent all use of Harvard names for any purpose.
4. Subject of the Contract
x The product or service must be clearly identified and fully described, including any needed specifications. The
quantity of the product or the nature of the services being purchased must be stated specifically. There should
be no ambiguity about what is being purchased.
5. Cost
x The total purchase price or other consideration to be paid by Harvard must be clearly stated.