Contracts management
Contracts are important legal documents that protect the interests of the University and its clients and affiliates. Sound management of contracts is critical to the University's ongoing operations and is a central element in the University's risk management strategies.
The legal services team offer:
- assistance with contract planning, drafting, review and negotiation
- contract dispute resolution
Contracts can sometimes be unintentionally entered into by verbal agreement (that is, without a written agreement). Contracts should not be entered into by verbal agreement. If the other party asserts this happened and you are unsure or disagree, contact legal services immediately.
Non-research contracts
Non-research contracts should be submitted to the dedicated College or Portfolio contracts officer for review and formal recommendation to be signed on behalf of the University by the appropriate Authorised Signatory.
If an academic staff member performing a consultancy wishes to use the outcomes of the consultancy to publish, or if the contractor is intending to make the results of the consultancy public, the consultancy should be referred to the Research Development and Support Office as a potential research contract.
Use the non-research certification form to obtain early 'in-principle' approval for non-research, income generating activites.
Research contracts
All research contracts must be submitted through the Research Development and Support Office for review and recommendation to be signed on behalf of the University. In most cases the contract will be signed by the Deputy Vice-Chancellor (Research) (expenditure contracts up to $500k & non expenditure unlimited) or Director, Research Development and Support (for contracts up to $100k).
Research Development and Support should be contacted to assist in the development and negotiation of research contracts as early as possible and for further information.
Use the research certification form to obtain the required approvals before submitting an application for funding.
Authority to sign contracts
The University's Policy on the Delegation of Authority to Enter into Contracts establishes the principles, processes and requirements under which delegation of authority to enter into contracts must be exercised.
Only staff authorised under the provisions of the University's Policy on the Delegation of Authority to Enter into Contracts may sign contracts and other legally binding instruments on behalf of the University.
As indicated in the University's Policy on the Delegation of Authority to Enter into Contracts, contracts can be authorised only by original signatures in ink. Oral contracts, which are contracts made verbally, when one party promises to provide goods or perform services in return for a form of payment, must be avoided. Oral contracts are as enforceable as written contracts. When discussing the terms of a contract that is being developed, staff should take care not to bind themselves and/or the University inadvertently. Contact Legal Services if a party claims that you have entered into an oral contract.
International and offshore activities
Contracts with an international partner will normally be signed by the Pro-Vice-Chancellor (International) (contracts up to $200k). Advice must be sought from the International Centreabout the format and content of a Contract or Memorandum of Understanding with an international partner, whether for activities conducted off-shore or within Australia.
Collaboration with TAFE
Staff who are seeking to develop cooperative arrangements between the University and programs offered through the TAFE system should consult:
- Guidelines for Developing Agreements relating to Cooperative Arrangements between Flinders University and TAFE-SA.
- Template for agreements relating to cooperative arrangements between Flinders University and TAFE-SA
If a variation to the contract is needed, refer to:
Note: these Guidelines do not replace professional advice. University staff should consult with staff in College Offices and the Policy and Secretariat about the drafting of contracts or agreements.
Procedures
The area that first receives or drafts a contract is responsible for ensuring that good records are maintained. It is important that there is a complete evidence trail in relation to the negotation process of a contract.
All contracts can be submitted for review and signature using the appropriate request in Service One.
For each contract to be signed, the officer recommending that the contract be signed is required to sign the Section B Recommendation of the Report of Entry into Contract for referral to the authorised signatory with the contract for signature.
This form confirms that the officer signing the contract has the required authority and that any risks associated with the Contract have been addressed. The Authorised Signatory should sign the contract and the Section C Declaration of the Report on Entry into Contract form at the same time.
All research contracts must be submitted through the Research Development and Support office for review and formal recommendation to be signed. The top of the ROEC form has provision for the ResearchMaster ID. Research Master is a database used by the Research Development and Support Office to support their research project and contracts administration activities.
The officer who recommends the contract be signed should be an appropriate officer commensurate with the contract value and/or level of risk, or there should be documentary evidence on the record that an appropriately senior officer has also approved the contract being entered into.
Documentation recording advice from University officers on specific matters or risks associated with the contract should be provided with the contract for signing and be accessible to the authorised signatory on the relevant file. In addition, the Research Development and Support office will require a Certification form for any contract for external research funding. The Grants Finance Office will require this form to be completed before establishing an account for any external funding.
The contract services team is responsible for ensuring execution by all parties and lodging the contract on Content Manager.
The registration information stored in Content Manager assists the University to:
- track the progress of contracts ie. partially or fully signed, or terminated;
- meet external and internal reporting requirements;
- track when contracts may need to be renewed or varied.
Detailed requirements are provided in the Records Management System Rules and in the procedures for registering a legal document in HPRM. For further information on the filing of contracts and supporting documentation, contact the Manager, University Records, tel: 8201 3056, email: central.records@flinders.edu.au.
Frequently asked questions
Contracts are important legal documents that protect the interests of the University and its clients and affiliates.
Contracts can take a variety of forms, including:
- Agreements
- Deeds
- Memoranda of Understanding
- Licences
- Leases
- Mortgages
- Memoranda of Transfer
- Certificates of Title.
The Research Development and Support office should be contacted to assist in the development and negotiation of research contracts and consultancies as early as possible. The activity will be assessed to identify all component activities that meet the Higher Education Research Data Collection definition of research. Wherever possible, the contract will be structured to allow for publication of results.
Individual researchers are responsible for performance of the contract and must familiarise themselves with the various contractual obligations. The Grants Finance Office will assist with financial reporting.
For further information about research contracts please contact the Director, Research Development and Support.
While the IP clauses in a contract should generally be consistent with the University's Intellectual Property Policy, different considerations will apply to each individual contract. Issues to consider include:
- the nature and value of University intellectual property which will be created under the contract
- if the intellectual property has commercial value, which party is responsible for commercialisation
- whether the University is required to assign or licence its IP under the contract, and if so, whether the terms for this are reasonable
- whether the contract will result in student intellectual property being developed, and if so, whether the contract recognises this and provides for the other party to comply with the University Intellectual Property Policy and Research Higher Degree Policy and Procedures.
Many contracts have indemnity clauses which require the indemnifying party (the indemnitor) to give a guarantee to the party being indemnified (the indemnitee) that it will meet any losses or damage suffered by the indemnitee arising in the course of the contract.
The University generally requires an indemnity from other parties, particularly where the University is contracting to receive services or advice. Any indemnity given by the University to another party should be limited to loss and damage to the other party caused directly as a result of negligent acts or omissions of the University in the course of the contract.
Under no circumstances should the University indemnify the other party for any losses which might arise as a result of that party's acts or omissions under the contract. The University will not accept any clause which requires the University to give a "hold harmless" undertaking to the other party.
If you require advice on an indemnity clause, you should contact Legal Services by Telephone 8201 7721. Email: legal@flinders.edu.au. Please attach the contract as it may be necessary to talk to our Insurance provider.
Information on different types of insurance, as well as tips on what to look out for in common contracts is found in the insurance cheat sheet. Additional advice on the University's insurance policies and procedures can be obtained from Risk and Assurance Services:
Email: riskandinsurance@flinders.edu.au
Phone: 08 8201 3793 or 08 8201 5726
The original or true copy of a contract must be stored in a secure location. In most cases contracts are stored in Central Records. In some instances, routine and low risk contracts may be stored at the local level. Detailed requirements are provided in the Records Management System Rules. For more information on the storage and filing of contracts, contact Central Records on extension 13056.
Sturt Rd, Bedford Park
South Australia 5042
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