AW-23 · Contracts, MoUs and Legal Review Administration

An agreement IoL cannot find is an agreement IoL does not have. Four OBEF KPIs, every placement and every research collaboration rest on producing a signed, numbered, in-date instrument on demand.

1. Purpose

To ensure that every agreement IoL enters, relies on or is bound by is identified before it is agreed in principle, reviewed by HQ Contracting and Procurement whether or not it carries a financial value, cleared by HQ Legal where HQ requires it, approved within delegation on the total value of its full term, signed only by an authorised signatory or a holder of a valid power of attorney, recorded in one register, tracked, varied only through the same route, and producible on demand. Legal safety comes first; the evidence value follows from it.

2. Scope

Scope statement. From the first proposal of a relationship that would bind IoL, the University or Dubai Health, through classification, due diligence, HQ review, drafting, legal clearance, negotiation, approval, execution and registration, to monitoring, renewal, amendment, termination and archiving.

Applies to. Memoranda of understanding; partnership, affiliation and collaboration agreements; placement-site agreements; research collaboration agreements; dual or joint degree and mobility agreements; sponsorship in either direction; service and consultancy agreements; non-disclosure agreements; data-sharing and data-processing agreements; licences; letters of intent and any document a counterparty could rely on as a commitment; agreements with or without financial value.

Does not apply to. Supplier contracts awarded through AW-10, except for their registration and monitoring here; the pricing of external services (AW-12); the internal procedures of HQ Legal and HQ Contracting and Procurement; adjunct and clinical-educator appointment letters (AW-08); employment contracts (HQ HR); the OBEF classification and contribution valuation of a partnership (WF-24); the academic approval of a placement site (WF-13).

The WF-24 boundary. For partnership, affiliation and mobility agreements this procedure does intake, classification, the legal instrument, the register, obligations and renewal. Their lifecycle as relationships, from partner selection through academic content and the CAA position to partnership review, is WF-24's. A mobility or joint-degree agreement is held at classification until WF-24 confirms the CAA position. WF-24 keeps the partnership register with the OBEF classification and contribution values; AW-23 keeps the IoL agreements register with the instrument; the two share the agreement number and reconcile annually.

Rules that hold throughout. Every agreement, with or without financial obligation, is reviewed by HQ Contracting and Procurement. The total value over the full term determines the authority: no division into shorter terms, no offset of revenue against cost, no automatic renewal beyond one additional term. Originals go to HQ; SDO keeps a copy and the register.

3. Trigger, boundary and endpoint

4. SIPOC

5. Accountability

Process owner. Head of Administration and Operations (HAO). Custodian. Administration Affairs (SDO), through the SDO Agreements Officer, who may refuse to register an agreement that has not passed review, approval and signature control.

The SDO Head of Finance confirms budget or income under AW-02 and AW-12. An agreement the Dean sponsors is approved by the Dean's superior, named in AW-05.

[CONTROL] Segregation. The Sponsoring Lead does not approve or sign the agreement they sponsor. The negotiator does not sign. The Officer registers but does not approve. The signatory confirms that the approval record exists and does not create it. Anyone with an interest in the counterparty declares it under University conflict-of-interest policy and takes no part.

[CONTROL] Delegation tiers. An agreement that entails expense, or one without financial value, is approved by the HAO within the HAO limit and by the Dean above it; above the Dean's authority it goes through HQ for Level 3 approval. A revenue-generating agreement is countersigned by the relevant Level 3 officer. The limits are stated in AW-05 [HAO to state; not yet stated in any document].

Signature authority. Under DOA Manual Chapter 2, an agreement with financial value is signed by the authorised signatory for its total value over the full term, or by a holder of a valid power of attorney. For an agreement without financial value, and for any instrument binding Dubai Health, the signatory is determined by HQ Contracting and Procurement and HQ Legal at step 6.

Escalation.

6. Procedure

1. Identify the requirement and open the register row. The Sponsoring Lead identifies the requirement, the counterparty and the expected benefit and notifies the SDO Agreements Officer at first contact, before terms are discussed. The Officer opens a register row with a provisional number and checks for an existing agreement with the counterparty. [CONTROL] Nothing that could be read as a commitment is sent before the row exists [SDO to confirm: IOL-OPS-006 v0.1 registers at CA4; this procedure opens the row at intake]. Decision point. No live agreement covers the relationship: step 2. A live agreement covers it: amendment at step 15.

2. Complete the Agreement Request Form. The Sponsoring Lead completes the form, with the Officer consulted: agreement type, counterparty, objectives, scope, term, obligations, financial and resource commitments, data involved, intellectual property (IP) and the dependent IoL workflow. Next: step 3.

3. Chair endorsement. The Chair reviews the requirement, the counterparty and the commitments. Decision point. Endorsed: step 4. Returned for revision: step 2. Declined: the request is closed and the Sponsoring Lead informed. Timeout. Not resubmitted within 10 working days: the request is closed.

4. Register and classify the request. The Officer registers the request and classifies it as expense, revenue, no financial value, data-sharing or academic, with the value band over the full term, and routes in parallel: data-sharing terms to AW-16, IP to WF-20, research collaborations to WF-17, placement sites to WF-13, mobility and joint-degree agreements to WF-01 and WF-24 for the CAA position, any partnership to WF-24. [CONTROL] A purchase of goods or services is redirected to AW-10; a price for an IoL service is set under AW-12 first. [CONTROL] A mobility or joint-degree agreement does not proceed until WF-24 confirms the CAA position; KPI 5.3 scores zero for an exchange under an unapproved agreement. Decision point. Classified and routed: step 5. Purchase: closed here and handed to AW-10. Price or CAA position outstanding: held until AW-12 or WF-24 confirms it, then step 5.

5. Due diligence and strategic fit. The Officer coordinates counterparty due diligence through HQ and assesses strategic fit, consulting the Sponsoring Lead. An academic agreement requires academic endorsement by the Dean. Decision point. Passed: step 6. Returned for revision: step 2. Declined: the request is closed and the Sponsoring Lead and Chair informed.

6. HQ Contracting and Procurement review. HQ Contracting and Procurement reviews the request and determines the review and approval route, including whether legal review is required and who signs; the Officer records the route. [CONTROL] Every agreement, including one without financial obligation, passes this review; no draft is exchanged with a counterparty before it. Decision point. Route determined: step 7. Returned with conditions: step 4.

7. Draft or review the terms. The Officer drafts on the HQ approved template or reviews the counterparty's draft for obligations, IP, liability, data protection and termination, and files the AW-16 clearance where personal data is involved. The Officer keeps the version history. [CONTROL] No side letter, email undertaking or verbal assurance forms part of an agreement. Decision point. Legal review required under the step 6 route: step 8. Not required: step 9.

8. HQ Legal clearance. HQ Legal reviews the draft and issues legal clearance or returns it with the revisions required. Decision point. Cleared: step 9. Not cleared: step 7, then back to step 8.

9. Negotiate and finalise the terms. The Sponsoring Lead agrees the final terms with the counterparty, consulting HQ Legal and the Officer: academic content within the WF-24 mandate, commercial content within the confirmed budget or income, legal terms as cleared. [CONTROL] A material change is referred back to HQ Legal. Decision point. Final terms within the cleared draft: step 10. Material change: step 8. Agreement not reached: the request is closed and the Chair informed.

10. Prepare the contract summary and signature pack. The Officer prepares the contract summary in the HQ prescribed format, confirms that the agreement includes termination provisions, and assembles the signature pack: final draft, HQ route determination, HQ Legal and AW-16 clearances, CAA position, budget or income confirmation and the register row. Next: step 11.

11. Approve the agreement. The HAO, or the Dean above the HAO's limit (AW-05), approves on the contract summary; an agreement beyond the Dean's authority goes through HQ for Level 3 approval, and a revenue-generating agreement is countersigned by the relevant Level 3 officer. [CONTROL] Authority is assessed on the total value over the full term; splitting found is reported through AW-24. Decision point. Approved: step 12. Returned with conditions: step 9. Not approved: the Sponsoring Lead and Chair are notified and the request is closed.

12. Execute the agreement. The Authorised Signatory, or a holder of a valid power of attorney who confirms that the underlying approval has been obtained, signs; the counterparty signs; the Officer assigns the definitive number in the form [SDO to confirm]. [CONTROL] No signature before legal clearance, where required, and DOA approval; a number is assigned only to a fully executed instrument. Next: step 13.

13. Register, forward the original and notify dependents. The Officer forwards the original to HQ Contracting and Procurement with a transmittal record, keeps a copy in the SDO repository, and completes the register row (counterparty normalised to the AW-22 organisation list), the obligations schedule with an owner, a due date and a status for each obligation, and the renewal and expiry milestones in the AW-25 calendar. [CAPTURE] Within 5 working days of execution the Officer sends the number, type, dates and validity window to WF-24 for the partnership register, to WF-17 for the Agreement/MOU Number on the research project record, to WF-13 for the approved-site list, to WF-01 where a mobility or joint-degree component depends on it, and to AW-11 or AW-12, AW-16 and AW-22 for their terms. [CONTROL] The notification is logged per recipient; an agreement nobody downstream knows about evidences nothing. Next: step 14.

14. Monitor obligations. The Sponsoring Lead monitors deliverables and obligations against the schedule, records each quarter whether they are met, due, overdue or in breach, and reports issues to the HAO. Payments go only through AW-11 against the schedule; income through AW-12. Decision point. On track: step 14 until a renewal, amendment or termination trigger takes the agreement to step 15. Issue reported: the HAO decides at step 15; a suspected breach goes to HQ Legal through the Officer within 5 working days.

15. Renew, amend or terminate. The Officer initiates the renewal review 90 days before expiry; the decision to renew, renegotiate, expire or terminate is recorded 60 days before expiry and WF-24, WF-13 and WF-17 are told. An amendment to term, scope, value, parties or data handling repeats steps 6 to 13 as a numbered amendment against the parent, re-approved at the revised value or at the original value for a change of scope. A termination requires the approval of the HAO, or the Dean above the HAO's limit, and of HQ Contracting and Procurement; the Officer records the date, the reason, the surviving obligations and the AW-16 confirmation that personal data has been returned or destroyed. [CONTROL] No automatic renewal for more than one additional term; amendment by email or conduct is not recognised; no agreement a placement, project or mobility option depends on expires without the dependent owner's written acceptance. Decision point. Renew, renegotiate or amend: step 6. Terminate or expire, with dependents told: step 16.

16. Archive and reconcile annually. The Officer sends the agreement file to AW-04 with the register row marked closed, never deleted. Annually the Officer and WF-24 compare the two registers (every partnership has a live or expired instrument, every instrument is classified, the numbers match) and both sign. [CONTROL] The reconciliation is dated before the WF-26 evidence freeze, so the numbers cited in Institute - Research Projects.xlsx and Institute Partnerships.xlsx are the numbers here. End: instrument archived, register row closed, registers reconciled.

Exception routes. Urgent execution before full review (regulator, safety or funding deadline): no route exists in IOL-OPS-006 v0.1 [HAO to confirm whether HQ provides an expedited route; until then the Dean authorises, HQ Contracting and Procurement and HQ Legal are informed the same day, the row is marked PROVISIONAL and full review follows within 10 working days]. Counterparty insists on its own terms: HQ Legal decides on its risk assessment. Agreement discovered in force but never registered: the Officer registers it marked LEGACY, raises a non-conformity in AW-24, and HQ reviews it retrospectively. Counterparty failure or dispute: HQ Legal leads; IoL records the impact for AW-06 where a learner-facing service depends on it.

7. Information handled and interfaces

8. Controls

Stated as assertions an auditor can test.

9. Exceptions and escalation

This procedure must never: allow a commitment before a register row exists; allow signature before legal clearance where required or before DOA approval; assign a definitive number to an unexecuted draft; supply WF-17 or WF-24 with a number that has no executed instrument behind it; let a mobility or joint-degree agreement carry a registered learner without the CAA position; or delete a row.

10. Service standards

11. Records and retention

Records are retained for a minimum of seven years or the period required by the Dubai Department of Finance, whichever is longer.

Retention must cover the OBEF evidence window for any KPI the agreement evidences; the Ministry may demand the instrument behind an Agreement/MOU Number in a later cycle.

OBEF touchpoint capture rule. The agreement or MoU number is assigned at execution and sent to the dependent workflows at step 13, by the Officer, within 5 working days. It is not reconstructed at OBEF submission time, and no number is supplied that has no executed instrument behind it.

12. Risks and controls

13. Performance measures

14. Change control