REVIEWING THE CONTRACT It is important that you understand the document and if not seek help. The below details may assist in a review. It is good practice to:

1. Read it – if you do not understand it, do not recommend for signing. In addition, it will be difficult to administer or manage it.

2. Identify the risks and exposure for the University. 3. Recognize and fully understand the obligations, commitments, activities & requirements of each

party. 4. Understand the warranties, liquidated damages arrangements (if any), exclusions and limitations

of liability, termination and indemnities. 5. Negotiate – a better position may be possible. 6. Execute – properly and according to delegation authority of Council. 7. Ensure changes/variations are in writing. 8. Administer/Manage – don’t forget it or put it on the shelf to gather dust. 9. Termination/expiry – when and why.

A contract should contain elements that consist of:

1. Parties – correct identification. 2. Obligations – what is the purpose of the arrangement and what should be done by each party to

meet the arrangement. 3. Period of contract – a start date and an expiry. 4. Payment details – invoicing, taxes, costs, charges, milestones, or part payment on performance. 5. Address problems – default, delay, dispute, termination, acceptance, performance. 6. Ensure liability and risk is covered - Insurance and indemnity. 7. Intellectual Property – licence or assignment. Who owns the rights? Do you want publishing

rights? Do you need continuing research or use? What about students or staff assignment. Exclusive or non-exclusive use.

8. Applicable law – jurisdiction. 9. Execution – who should sign?

Other factors to consider (if not included above) include:

1. Addressing trade practices issues (eg. representations or misleading statements). 2. Employee/Independent Contractor. 3. Subcontractors. 4. Amendments and modifications to be in writing. 5. Access and audit of other party’s work/ documentation. 6. Assignment and novation. 7. Warranty provisions. 8. Confidentiality and Privacy clauses. 9. Conflict of Interest. 10. Third party interests (ie. Students/staff or commercial partner).

Getting Advice:

1. Provide clear instructions, details and/or background material/information. 2. Not only legal advice but remember other areas (eg. insurance, finance, facilities, Office of

Commercialization, Research Office) 3. Action the advice or seek further review. 4. If contacted by other party’s legal advisors – talk to Legal Office. 5. Copy of contract – drafts and final. Keep a record of progress.