Associate General Counsel, Contracts and Agreements

Job ID
Location : Location
US-MA-Woods Hole

Job Summary

Woods Hole Oceanographic Institution is currently searching for an Associate General Counsel, Contracts and Agreements to join the Administration Department. This is a regular, full-time, exempt position, and is eligible for benefits. This position would report to the General Counsel and VP, Business and Legal & CRO. 


Assist the General Counsel in providing legal advice and counsel to WHOI. Incumbent has a support role in areas of actual and potential legal liability, including but not limited to, reviewing and drafting contracts, advising on federal contracting rules, regulations, and compliance, interpreting federal and state laws and regulations, interpreting WHOI policies, regulations and rules, developing and drafting policies and procedures, assisting in legal transactions. Work is performed under the administrative direction of the General Counsel with limited supervision and occasional general supervisory review. Provides hands-on counsel to all levels of staff and takes projects to completion. Identifies and analyzes legal issues, drafts documents, presents clear recommendation to staff, senior leadership, and assures legal compliance.


This is a hybrid role, 2-3 days per week required on site. 

Essential Functions

Legal Review & Approval of Contracts

  • Lead attorney responsible for all agreement and business transactions drafting, review, negotiation and closing, including: 
    • Gift and grant agreements originated by Development and going out to or received from potential individual donors and philanthropic foundations  
    • Gift, grant and contracts developed Development, Business Development or individual PIs and intended for or received from potential industry sponsors 
    • All Federal contracts at proposal and acceptance, especially with sponsored research agreements with Navy, NOAA, USGG, and National Science Foundation.
    • All miscellaneous research related agreements including MOUs, licenses, MTA, CDA/NDA, data use agreements and resource use agreements (in coordination with OTT and Business Development) 
    • SBIRs and STTRs
    • All vendor agreements (complementing existing processes handled by procurement) 
    • All miscellaneous contracts, leases and licenses. 
    • Ensuring WHOI establishes and maintains holistic compliance, including code of conduct, EEOC, record management, conflict of interest, intellectual property rights, internal audit / vendor audit. 
  • Responsible for tracking work flow, including management of the Conga and Streamline systems or related Contract Management Software system. 
  • Intervene and resolve award (contracts, subcontracts, cooperative agreements, and grants) and administration and performance-related problems, delays, and concerns, including legal analysis of issues, recommending, and selecting appropriate action, and drafting associated documentation (analysis, correspondence, contract documentation, settlement terms).
  • Draft/revise/implement award-related policies and procedures and internal legal agreement review practices and processes, incorporating legal analysis and interpretation of applicable statutory, regulatory, and contractual obligations.
  • Experience with high volume contract management systems.
  • Identify and analyze compliance obligations under applicable statutory, regulatory, and agreement terms and conditions; develop recommended policies and compliance plans, and support presentation/explanation of requirements to WHOI staff, and implementation and compliance audits.
  • Contracts, subcontracts, cooperative and grant agreements, other agreements (NDAs, LOIs, MOUs, CRADAs, collaboration and use and licensing agreements) and modifications drafting, evaluation, negotiation, and execution, including legal analyses, recommended approaches, and decisions to accept, reject or revise agreements and provisions to address exposures and enhance protections.
  • Work with Partner Risk Management and Finance Leads to coordinate contractual insurance requirements, including legal assessment of applicability of particular insurance requirements, compliance therewith, and subcontract insurance matters (bonding, guarantees, and insurance coverages).
  • Organize and assist with implementing institutional compliance systems including conflicts of interest and commitment management, oversight and review.
  • Work with Finance to ensure adherence to broader finance and risk requirements, including legal analysis of and recommended actions as to finance and cost-related regulations and contract terms, and issues that arise in WHOI procurements.
  • Review and respond to audits, including legal analysis of merit and advice on attendant responses to audit inquiries and findings.
  • Direct and supervise outside counsel providing legal services related to the foregoing tasks and areas of responsibility.


  • Performs other duties as assigned by supervisor.

Education & Experience

  • The candidate should have a J.D., strong academic credentials and be licensed to practice law in Massachusetts or eligible to seek admission to practice in Massachusetts
  • Conduct research on legal problems and prepare sound legal opinions; analyze a wide variety of legal documents; handle stressful and sensitive situations with tact and diplomacy.


  • Required experience 6-10 years legal experience in a law firm or federal government with contract review and negotiations duties and experience. Experience with federal contracts, DFARs, FARs is preferred.

Special Requirements

WHOI is a federal contractor required to comply with Executive Order 14042. As such, WHOI has enacted a Mandated COVID19 vaccination policy effective December 8, 2021 where you must register your vaccination status in order to begin your employment. The registration process entails confidentially submitting a vaccination card and/or your vaccination status or requesting to engage in the interactive exemption process for either a medical or religious reason.  

Physical Requirements

Physical duties for this position include but are not limited to, ability to lift less than 25 lbs independently. Visual abilities to include near vision. Other physical tasks include mostly sedentary with occasional prolonged standing/walking; use of hands for basic /fine grasping and manipulation, and repetitive motion. Other occupational requirements include talking, traveling, working around others, with others, and independently. Will be exposed to prolonged work hours. Physical duties are subject to change.


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