Business Issues

GENERAL: Where can I find basic information regarding the University's policies and procedures governing its business activities?

CONTRACTS: I am negotiating a contract on behalf of the University. Should the OGC review it?

SIGNATURE AUTHORITY: Do I have proper signature authority to enter
into a transaction on behalf of the University?

ANTITRUST: Is the University subject to the antitrust laws? If so, what guidance should I keep in mind?

DOCUMENT RETENTION: What is the University's policy on document retention?

GRAMM-LEACH-BLILEY ACT/PRIVACY: What is the Gramm-Leach-Bliley Act and how does it affect the University?

GENERAL: Where can I find basic information regarding the University's policies and procedures governing its business activities?

Please refer to the Administrative Guide for the University's policies and procedures in this area, including (but not limited to) organization, personnel, health & safety, accounting, gifts, procurement, computing and services: http://adminguide.stanford.edu.

CONTRACTS: I am negotiating a contract on behalf of the University. Should the OGC review it?

Goods and Services: The Procurement Department has the sole authority to execute contracts and place orders for all goods and services where the total dollar amount will exceed $1500. For contracts where the total reasonably anticipated exposure might exceed $1500, departments should not negotiate contracts for goods and services on their own. Stanford may not ratify such unauthorized transactions, and in rare cases the supplier may look to the individual placing the order for payment or reimbursement. See Administrative Guide Memo 51 (http://adminguide.stanford.edu/51.pdf). The Procurement Office may be contacted at http://purchasing.Stanford.edu or (650) 725-BUYS.

Intellectual Property: The Office of Technology and Licensing negotiates contracts concerning intellectual property such as patents and software licensing. OTL may be contacted at http://otl.stanford.edu/flash.html or (650) 723-0651.

Research: The Office of Sponsored Research negotiates contracts and grants related to research. The Office of Sponsored Research may be contacted at http://www.stanford.edu/dept/ORA.

All Other Contracts: As a general rule, all other contracts must be reviewed by the Office of the General Counsel. In addition, every individual signing a contract on behalf of the University must have written Signature Authority to do so (see Signature Authority information below). If anyone has a question about the legal significance of contract terms or for more information, please contact the Office of the General Counsel at (650) 723-9611.

SIGNATURE AUTHORITY: Do I have proper signature authority to enter into a transaction on behalf of the University?

Every individual signing a contract on behalf of the University must have written Signature Authority delegated from the President or one of the President's officers to enter into an agreement. Even where an action is within a signature authority delegation, sound business practice dictates that the signature authority be exercised only after consultation and coordination with such other officers, faculty, staff or other persons who may have overlapping responsibilities. Administrative Guide Memo 36 further provides that expenditures must be: (1) reasonable and necessary; (2) consistent with established University policies and practices applicable to the work of the University, including instruction, research, and public service; and (3) consistent with sponsor or donor expenditure restrictions. (http://adminguide.stanford.edu/36.pdf). And, having signature authority does not obviate the need to comply with University policies, e.g., procurement approval and other policies in the Administrative Guide. Questions about signature authority should be directed to Lauren Schoenthaler in the Office of the General Counsel at 723-9611.

ANTITRUST: Is the University subject to the antitrust laws? If so, what guidance should I keep in mind?

Yes, as a general proposition, please see the following antitrust guidelines:

• PUBLIC INFORMATION
• INQUIRIES AND MEETINGS
• LEGISLATIVE AND REGULATORY EFFORTS; PUBLIC PANELS
• SUMMARY

PUBLIC INFORMATION

You should not divulge to other schools, and should not accept from them, information concerning tuition, fees, financial aid, research costs and salaries unless, to your personal knowledge, that specific information is publicly available.

Communication concerning prospective financial information -- planned tuition increases, for example -- should be limited to information that has been published in Stanford Report. A similar approach should be followed regarding future salary levels, financial aid or research costs. In other words, once salary, tuition or similar financial information for the next year or years has been publicly announced in this way, these matters may be communicated to representatives of other schools. However, before such public announcements are made, you should not communicate Stanford's plans, projections or estimates.

Similarly, do not inquire of other schools as to their plans, projections or estimates before they have made this prospective information public in a similar fashion, and do not accept such information in written or oral form.

INQUIRIES AND MEETINGS

If you receive an inquiry from an individual at another school concerning prospective tuition, fees, financial aid, research costs, salaries or similar information, please say that you have been directed not to participate in any such communication before that information is made public.

If such a topic is raised at a meeting at which you and representatives of another school are present, make a similar statement and leave the room (politely, but in a way that leaves no doubt in the memory of others that you did not participate in the discussion of future financial matters). Do not return until the discussion of prospective financial information is completed. Assuming other participants are properly advised, such an inquiry or discussion is not likely to occur, but if it should, please promptly advise the Stanford Legal Office of the occurrence so that you can take appropriate protective actions.

LEGISLATIVE AND REGULATORY EFFORTS; PUBLIC PANELS

It is permissible, of course, to engage in certain activities relating to legitimate legislative or regulatory efforts, court cases or certain public panels. The permissibility of these activities is based on court decisions and general developments in antitrust law and involves various technical requirements.

Attorneys in the Legal Office are available to discuss with you whether any of these exceptions to the guidelines might be applicable to your particular circumstances.

SUMMARY

As a general proposition, it is worth keeping in mind that what the relevant antitrust laws prohibit is an agreement that restricts competition, such as an agreement among competitors to fix prices. The Department of Justice, however, also has indicated an interest in the information-sharing practices of colleges and universities concerning fees, salaries and financial aid (including such matters as self-help levels, proposed awards to individual students, etc.).

If any of you or your staff members are aware of any current or planned surveys, information exchanges or meetings with other schools relating to any of the areas covered by these guidelines, please call the Legal Office so that we may assist you in structuring that activity in a way that is consistent with the guidelines. By way of example, you may want to add an explicit statement to a survey that only public information is being provided or, if you are attending a meeting with other schools, you may want to assure that counsel for the host school or organization will be present in order to provide a record that appropriate antitrust protections were taken.

Please do not hesitate to call the Legal Office if you have any questions at 723-9611.

DOCUMENT RETENTION: What is the University's policy on document retention?

Please refer to the Administrative Guide at http://adminguide.stanford.edu/34_4.pdf.

GRAMM-LEACH-BLILEY ACT/PRIVACY: What is the Gramm-Leach-Bliley Act and how does it affect the University?

The Gramm-Leach-Bliley Act requires that Stanford University "develop, implement and maintain a comprehensive information security plan" to ensure the safeguarding of confidential financial information. The University has gone beyond the requirements of the Act and has implemented a comprehensive policy to protect confidential financial information received by the University including credit card numbers, bank account information and tax information provided in financial aid applications. For more information, please view the University's Confidential Financial Security Plan.

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