Contract retention

• How long do contracts and agreements need to be retained?

  The basic retention period for the university’s contracts and agreements is seven years after the end of the agreement and any survival clauses. Survival clauses may include a confidentiality period, non-compete clauses or the like. The retention period does not start counting down until those clauses are complete.

  The General Counsel may deem certain contracts to be material. Those contracts are to be retained permanently.

  For more detail on the retention of contracts, view the following records series:

  • CMP-0300 Contracts and Agreements
  • CMP-0310 Material Contracts and Agreements
• What if a survival clause has no specified end date?

  As long as the university is bound by a contract or agreement, it should be retained as a record of the university’s obligations. It is preferred that contracts be drafted with specified end dates.

• Who is responsible for retaining and protecting contracts?

  The unit, faculty or office that originates the contract or agreement. They must retain and protect it for the duration of its retention period. The Office of the General Counsel retains a subset of material contracts on behalf of the university.

• What formats are acceptable for retaining contracts?

  Paper originals are the simplest format for retention of contracts. You may also wish to use scanned copies for retention. If you intend to dispose of the paper originals, scanning must follow the rules in the university’s Document Imaging Policy.

• What if the only copy of a contract is a scan received from the other party?

  Retain both the scanned contract and the email with the contract attached. If the authenticity of the scanned contract is disputed, the university can use the email as proof of its origin. When relying on a scanned contract, it is useful to include language in the contract itself allowing counterpart signatures (signatures on different pages) as well as reliance on electronic versions of the contract.