The Legal & Regulatory Affairs Team advises on contracts and agreements that fall outside of the remit of the relevant contract review teams within HR, Procurement and the Research Office.
A contract is an agreement between two or more parties, usually outlining specific terms and conditions that must be adhered to by each party. Any material contract involving the University must be reviewed and approved by the Legal & Regulatory Affairs Team, to the extent it is not a routine set of terms and conditions (in which case it should be sent to the Procurement team for review) or a research contract (in which case it should be sent to the relevant research contracts team).
The relationship formalised by the contact must also be reviewed against Imperial College London's Relationships Policy. Please ensure this is completed before any contract is signed.
If one party does not meet their legal obligations set out in a contract, the other party usually has the legal right to enforce the terms of the agreement. Such legal obligations may relate to a wide range of topics such as confidentiality, payment obligations and other deliverables.
For a contract to be valid and legally binding, the following criteria must be met:
- Offer and Acceptance: One party must make a clear offer, and the other party must accept it unconditionally
- Consideration: There must be something of value exchanged between the parties, such as money, services, or goods
- Mutual Consent: All parties must agree to the terms freely and without any form of duress or misrepresentation
- Legal Purpose: The contract must be for a legal activity and not for something illegal or against public policy
- Capacity: The parties entering the contract must have the legal capacity to do so, meaning they are of sound mind and of legal age
If any of these conditions are not met, the contract may not be legally binding or enforceable.
If one party does not meet their obligations set out in the initial contract, the other party has the legal right to enforce the terms of the agreement.
contracts
- When would a contract be used?
- In what situation would I require a contract?
- How to sign a contract?
- Who needs to sign the contract?
- Getting Imperial into a legally binding contract - Authortistion
- Apparent Authority
- Ratification
- Why does authorisation matter?
There are various scenarios in which a contract can be used. Most commonly, a contract may be used in business transactions, employment relationships, and personal agreements, and typically include details such as the rights and obligations of each party, payment terms, deadlines, and other key provisions.
The Legal & Regulatory Affairs Team have worked on a very wide range of contracts on behalf on the University, but most commonly:
- Licensing Agreements: Tese contracts are required to enable the commercial use or protection of intellectual property.
- Sub-Contracts: Usually when there is an existing primary contract with a third party like a government department or funding body for instance, a sub-contract is a common contract used to formalise specific tasks within a larger project.
- Research Agreements: These contracts are used when research is funded by an externally. It is required to outline the specific terms and conditions of the funding.
- Collaboration Agreements: If your research project involves collaboration with external parties, a collaboration agreement would be required to specify the terms of cooperation. These contracts are mandatory for Research Council-funded projects involving multiple institutions, as If unsure who should be signing your contact, email us. well as for industrial partnerships.
- Studentships: A formal agreement is usually required to define the relationship between the University, the funding source, and the student.
This list is not exhaustive, and there are many other types of contract. Please contact us if there is any doubt as to the internal processes to be followed in relation to a legally binding contract.
To make a contract legally binding, all parties must sign the document, confirming agreement to the outlined terms.
If unsure about the legal implications of the contract you are about to sign or the terms of your agreement, contact us before signing.
- Read the Contract in depth
Only sign the contact once you have carefully understood the conditions and terms of the agreement. If in doubt, contact us before signing any documentation.
- Double check the details
Make sure that names (of all parties involved), addresses, dates, and other details are correct and are in line with what you agreed upon.
- Make sure all parties are in mutual agreement
Ensure all parties understand the agreement set out in the contract including obligations, expectations and any other terms.
- Contract signature
A signature is most commonly indicated at the bottom of the contract. Ensure you sign along the designated signature line along with the date the signature was carried out - this acts as confirmation on when the agreement was made.
Electronic signatures are legally valid if all parties involved consent. Adobe Sign or DocuSign are useful digital signing tools.
This all depends on the type of contract and context of the agreement. In general, all parties involved in the agreement must sign the contract, this includes individuals or/and companies. In the case of companies, an authorised representative would sign on behalf of the company, such as a CEO or manager.
A witness signature may be required to confirm that all parties willingly signed the contract. For official documents like deeds, a notary public would be needed to witness the signing of the contract for legal validation.
A guarantor may need to sign if the contact involves any form of guarantee or co-signing arrangement like a loan.
A Third-Party Approver may be required in certain cases.
For Imperial College London to enter into a valid contract, there must be proper authorisation for individuals at the University to enter into such agreements on behalf of the institution. The University itself is a legal entity and when entered into a contract, it does so through authorised people who represent the institution. These senior officials only can sign contracts and legally bind the University.
Suppose an employee at Imperial College, who is not formally authorised to sign contracts, negotiates a deal with a supplier and signs a contract on behalf of the U niversity. If the University leadership has allowed this person to negotiate contracts or interact with suppliers on behalf of the institution in the past, the supplier may reasonably assume that this person has the authority to bind the University.
In such a case, the University might be legally bound by the contract due to the apparent authority of the employee, even if they didn’t have express or implied authority. The University could be legally obligated unless it can prove that the supplier should have known the employee didn’t have the proper authority.
If someone at Imperial College London signs a contract without proper authorisation, the University may still choose to ratify the contract. For example, if the University’s Procurement Department later learns that a faculty member signed a contract with a supplier but that person did not have proper authorisation, the University’s legal team may decide to approve the contract anyway. This is ratification —the University approves the contract after the fact, treating it as if it had been signed by someone authorised from the start.
It ensures that only individuals who are authorised can make binding legal agreements on behalf of the University. This protects the institution and its contractual partners. Authorisation provides clear accountability and ensures legal validity, protecting the institution.