Contract Review

The UCLA Health Office of Legal Affairs is available to assist with all legal matters affecting UCLA Health contracts.   

The UCLA Health Office of Legal Affairs routinely provides legal advice, as requested by other UCLA offices, regarding the following types of agreements:

• Affiliation Agreements (i.e., David Geffen School of Medicine at UCLA residency rotations to other facilities, as well as other college/university student rotations to UCLA hospitals and clinics)
• Amendments
• Clinical Services Agreements (i.e., any activity in which a faculty or staff member provides clinical services at a non-UCLA facility or clinic) 
• Confidentiality Agreements
• Filming Agreements
• Leases
• Managed Care Payor Agreements
• Management Services Agreements
• Purchasing Agreements
• Research and Grant Agreements
• Software License Agreements
• Vendor Agreements

Legal advice typically includes the following: whether an agreement is legally binding; whether its terms and conditions are consistent with each other as well as with University policies; whether the language clearly describes the intentions of the parties and their respective rights and obligations; and  where applicable,  whether the contract is consistent with the fraud and abuse laws and regulations.

Authority to Negotiate and Sign Contracts.

Please keep in mind that only certain representatives of UCLA Health have a specific delegation of authority to make contractual commitments on behalf of UCLA Health. Accordingly, a contract should first be reviewed by the appropriate department or office before being submitted to the UCLA Health Office of Legal Affairs for legal review.

The Department or appropriate business person is responsible for ensuring that the business terms of the agreement are accurate and reflect the terms agreed to by the parties, such as the compensation, term of the agreement, scope of services, or other relevant business terms. The Department is also responsible for: (1) negotiating the business terms of the agreement with the other party; (2) revising the agreement as agreed to by the parties; (3) sending the approved agreement to the Office of Legal Affairs for final review; (4) incorporating changes recommended by the Office of Legal Affairs into the agreement; and (5) finalizing the agreement so that it is in a form ready for signature.  Further information about the signature process is found below.

Signature Process for Contracts

After the agreement has been approved as to legal form and is ready for signature, the Department sends the agreement for signature by following the process below:

1. Prepare the cover memo to accompany the final agreement, using the template cover memo.
2. Fill in the information requested in brackets in the cover memo, which includes the name of the agreement, a brief explanation of the agreement, and the name of the other party to the agreement.
3. Send an e-copy of the final agreement and the cover memo to the attorney in the Office of Legal Affairs who reviewed the agreement.
4. Send a hard copy of the final agreement with the cover memo to the person with signature authority to sign the agreement on behalf of UCLA.
5. Make arrangements to pick up the hard copy of the signed agreement from the office of the person who signed the agreement.
6. Send the signed agreement to the other party.
7. Once the other party has signed the agreement, keep a copy of the fully executed agreement (with signatures from UCLA and the other party) in the Department files.  The Office of Legal Affairs does not keep copies of the fully executed agreements.