University Counsel

List of Approved Click Wraps and Procedure for Entering into Non-Approved Click Wrap Agreements

Unless otherwise indicated, approved click-wraps include future updates and upgrades.

University Counsel will use its best efforts to negotiate problematic provisions in click-wrap agreements pursuant to the Policy on Contract Review and Approval. Absent a suitable resolution, a unit1 may proceed to enter into a click-wrap agreement that is not approved by University Counsel if the following have occurred.

1. The unit has made a good faith effort to request the assistance of University Counsel in negotiating the problematic terms and allowed University Counsel sufficient time to pursue negotiations with the vendor. For information about this process contact universitycounsel_policy@uncg.edu.
2. The unit has investigated and considered alternative products and/or vendors but has been unable to find a suitable alternative that does not have connected to it a contract that has equally or more problematic terms.
3. The unit, after completing steps 1. and 2. above, has documented in writing why it must have the product even though the click-wrap agreement is in violation of State law. A list of clauses that violate State law and a summary of the potential exposure to the unit of which University Counsel is aware may be obtained from University Counsel. Such documentation shall be filed and maintained within the unit. The form for documenting this process may be found at http://www.uncg.edu/ucn/forms/software_risk_acceptance.pdf.
4. Click wrap contracts that are not approved by University Counsel must be signed by the same individuals who would have authority to sign a contract if it were approved by University Counsel. See http://policy.uncg.edu/contract_approval/contract_delegation_signature_authority.pdf.

In the event an action should arise based on the click-wrap agreement and, if the above-mentioned procedures have been followed, University Counsel will recommend to the Attorney General that representation of the unit and the person or persons who entered into the click-wrap be undertaken. Ultimately, such decisions are at the sole discretion of the Attorney General.

1 The term "unit" as used in this Procedure refers to any University department, center or division that wishes to enter into a click-wrap agreement. The term "unit" may also refer to the entire University in those cases where the intent is to obtain University-wide approval for a click-wrap.

*GA Contracts - While General Administration has approved this contract, please be aware that it contains limitations of the vendor's liability. In essence, if a legal challenge to the click-wrap was to arise, UNCG may not be able to recoup what it otherwise is entitled to under the law.

**Approved under State Contract 600B and accompanying supplemental conditions. Please be aware that it contains limitations of the vendor's liability (two times the contract price) that must be evaluated and accepted prior to entering into the click-wrap agreement. In essence, if a legal challenge to the click-wrap was to arise, UNCG may not be able to recoup what it otherwise is entitled to under the law.

***Only for the Computer Science Department

****Only approved if entered into prior to September 10, 2009

*****The Chancellor has accepted the risk on behalf of the University for a single contract for UNCG to be administered by ITS. Please contact the ITS Director of Management & Budget if you would like to publish iOS apps for the University under this contract.