SUBCONTRACT
UQ engaging Subcontractor
Drafting Note
Please delete before sending outside UQ
The specific details for this contract need to be updated.
These details are highlighted in yellow and square
brackets. Specific details about the project are included in
the schedule.
Use this document when UQ is subcontracting from a head
agreement. There are two options – the direct imposition of
the terms of the head agreement, or passing on the terms
but not directly imposing those terms.
This document contains three options for ownership of
Project IP/Material:
a)
Ownership by UQ;
b)
Ownership by funding body and licence to UQ;
c)
Ownership by inventive contribution.
Please revert to Research Legal if edits or amendments
are required.
RPM Template _ Shortform subcontract (UQ as Contractor engaging subcontractor).
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Subcontract agreement schedule
Commencement
Date
[Insert "The date the last of the parties signs this agreement" or the date on which the services commenced being provided]
Expiry Date
[Insert the date the agreement ceases]
Subcontractor
[Insert full legal name of entity] [Insert ACN/ABN of entity]
of [Insert address of entity]
Client
[Insert full legal name of entity] [Insert ACN/ABN of entity]
of [Insert address of entity]
Head Agreement The agreement titled “[Insert title of agreement]” between UQ and the Client dated [Insert date].
Project
[Insert title of project]
Subcontracted
Activities and
Deliverables
[Insert a description of the services to be performed by the subcontractor. Ensure that any deliverables required are
specifically described.]
Fees
[Insert fee structure e.g.]
Milestone
Milestone due date
Invoice due date (if any)
Fees payable on
completion of Milestone
(Excluding GST)
TOTAL
Specified
Personnel
Address for
service of
notices:
[Insert the names of any personnel of the subcontractor that are required to perform the services]
UQ
Subcontractor
Name: Ian Harris
Name:
Position: The Director, Research Partnerships
Position:
Address: The University of Queensland Brisbane Qld 4072
Address:
Telephone: 07 3365 3559
Telephone:
Facsimile: 07 3365 8383
Email:
Facsimile:
RPM Template _ Shortform subcontract (UQ as Contractor engaging subcontractor).
2
The Subcontractor has agreed to perform the Subcontracted Activities on the basis of the Subcontract agreement terms and conditions annexed
to this Schedule (or if no terms are annexed, the Subcontract agreement terms and conditions made available by UQ from time to time).
Execution
Signed as an agreement.
SIGNED for and on behalf of
THE UNIVERSITY OF
QUEENSLAND
by its duly authorised officer:
in the presence of:
..............................................
..............................................
Director
Witness (Print Name)
Research Partnerships
..............................................
Date:
SIGNED for and on behalf of
[Insert full legal name of entity]
by:
..............................................
..............................................
Director / Secretary
Director
..............................................
..............................................
(Print Name)
(Print Name)
Date:
Date:
RPM Template _ Shortform subcontract (UQ as Contractor engaging subcontractor).
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Subcontract agreement terms and conditions
Background
A
UQ entered into the Head Agreement with respect to the
Project.
B
UQ wishes to subcontract the performance of the Head
Agreement to the Subcontractor.
C
The Subcontractor has agreed to perform the Head
Agreement and undertake the Subcontracted Activities and
provide the Subcontractor’s contributions in accordance with
the terms and conditions of this Agreement.
Corporations Act
means Corporations Act 2001 (Cth).
Deliverables
means the deliverables specified in the
Schedule (if any).
Expiry Date
means the date specified in the
Schedule.
Fees
means the fees specified in the
Schedule.
Head Agreement
means the head agreement specified in
the Schedule.
Intellectual
Property
means all industrial and intellectual
property rights anywhere in the world,
whether registered or unregistered,
including:
Operative terms
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Definitions and interpretation
1.1
Definitions
In this Agreement:
Agreement
Background IP
means this agreement as amended or
replaced by agreement of the parties in
writing from time to time.
(a)
patent rights, trade mark rights,
copyright, plant breeders’ rights
and rights in relation to
inventions, trade names,
business names, company
names, indications of origin,
designs, plant varieties,
semiconductors, circuit layouts,
confidential information and
knowhow;
(b)
any right of registration of,
provisional applications for, claim
of priority from, continuation of or
division of such rights; and
(c)
all other intellectual property as
defined in article 2 of the
Convention Establishing the
World Intellectual Property
Organisation 1967.
of a party means Intellectual Property
that is:
(a)
in existence at the
Commencement Date;
(b)
created or developed by that
party during the Term
independently of the
Subcontracted Activities; or
(c)
assigned or licensed to that party
during the Term independently of
the Subcontracted Activities,
and made available by that party for the
purpose of performing the Subcontracted
Activities.
Client
means the client specified in the
Schedule.
Milestone
means the milestones specified in the
Schedule.
Commencement
Date
means the date specified in the
Schedule.
Moral Rights
Confidential
Information
means the terms of this Agreement and
any information disclosed by UQ to the
Subcontractor in relation to the Project,
except for information:
means moral rights as described in Part
IX of the Copyright Act 1968 (Cth) and
any analogous rights arising under
statute that exist, or may come to exist,
anywhere in the world.
Project
means the project specified in the
Schedule.
Activities
means the activities contemplated by the
Head Agreement to be performed by UQ
for the Client.
Specified
Personnel
means each key individual of the
Subcontractor specified in the Schedule
and any replacement personnel
contemplated by clause 4.1(b).
Subcontracted
Activities
means the activities specified in the
Schedule.
Subcontractor
means the subcontractor specified in the
Schedule.
(a)
(b)
Contract IP
that the Subcontractor can show
was already known to, in the
rightful possession of or
independently developed by the
Subcontractor in good faith and
free of any obligation of
confidence; or
that the Subcontractor can show
is in the public domain otherwise
than by a breach of this
Agreement or other obligation of
confidence.
means all Intellectual Property created in
the course of or arising from the
performance of the Subcontracted
Activities.
RPM Template _ Shortform subcontract (UQ as Contractor engaging subcontractor)
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Term
means the term contemplated by clause
9.1.
(B) not to do anything that shall cause UQ to
be in breach of its obligations under the
Head Agreement; and
UQ
means The University of Queensland
ABN 63 942 912 684 a body corporate
constituted under the University of
Queensland Act 1998 (Qld) of Brisbane
in the State of Queensland 4072.
(C) it will do or omit to do anything requested
by the Client to UQ with respect to any
publications arising from the Subcontracted
Activities including acknowledgement of
the Client’s receipt of the Activities.
[END OPTION 2]
1.2
Interpretation
(c)
In this Agreement:
(a)
(b)
(c)
no rule of construction applies to the disadvantage of
the party that drafts this Agreement on the basis that
the party suggested the relevant drafting;
references to a party mean UQ or the Subcontractor
and references to the parties mean both of UQ and
the Subcontractor; and
words such as “includes” and “including” do not
impose any limitation on the construction of general
language that is followed by specific examples.
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Activities
2.1
Participation
2.2
To the extent of any inconsistency between:
(i)
the terms of the Head Agreement; and
(ii)
other provisions of this Agreement,
as between the parties the terms of the Head
Agreement will take precedence.
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Fees
3.1
Payment of Fees
Subject to performance of the Subcontracted Activities in
accordance with this Agreement and clause 3.2(a), UQ must
pay the Fees to the Subcontractor in accordance with the
Schedule.
3.2
Head Agreement
(a)
The Subcontractor must perform the Subcontracted
Activities (including by meeting the Milestones and
providing any Deliverables) and actively cooperate to
enable UQ to perform the Activities for the Client in
accordance with the Head Agreement.
(a)
If the Client fails to pay the amounts contemplated by
the Head Agreement to UQ at the times contemplated
by the Head Agreement then the obligation on UQ to
pay the Fees under clause 3.1 is deferred until such
time as those amounts have been paid.
(b)
The Subcontractor must exercise due care and skill in
performing the Subcontracted Activities and take all
reasonable steps to assist UQ to minimise delay in
completing the Activities.
(b)
For clarity, clause 3.2(a) does not apply to any failure
of the Client to pay the amounts contemplated by the
Head Agreement if that failure arises from a breach by
UQ of the Head Agreement that is not contributed to
by the acts or omissions of the Subcontractor.
Terms required under the Head Agreement
[OPTION 1: Pass through of head agreement terms but not
direct imposition.]
(a)
3.3
Invoicing
(a)
The Subcontractor must provide an invoice to UQ for
the Fees at the times specified in Schedule 2 (if any).
(b)
Notwithstanding clause 3.1, UQ is not obliged to pay
the Fees until 30 days after receipt of a valid invoice
which contains sufficient reasonable and specific
details to enable the work to which the invoice applies
to be identified.
The Subcontractor acknowledges that:
(i)
UQ has entered into the Head Agreement with
the Client and that UQ is bound by the terms of
the Head Agreement; and
(ii)
it has reviewed the Head Agreement and
agrees:
(A) to assist UQ to comply with the terms of
the Head Agreement;
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Resources
4.1
Availability of Specified Personnel
(B) not to do anything that shall cause UQ to
be in breach of its obligations under the
Head Agreement; and
(C) it will do or omit to do anything requested
by the Client to UQ with respect to any
publications arising from the Subcontracted
Activities including acknowledgement of
the Client’s receipt of the Activities.
[END OPTION 1]
(a)
The Subcontractor will make the Specified Personnel
available to perform the Subcontracted Activities at the
times and with the resources specified in the Schedule
(if any) including for the average number of working
days per month.
(b)
The Subcontractor agrees that, if any Specified
Personnel become unavailable to perform the
Subcontracted Activities, then the Subcontractor must:
(i)
immediately notify UQ of the unavailability; and
(ii)
replace the Specified Personnel with personnel
which have:
[OPTION 2: Direct imposition of head agreement terms.]
(b)
The Subcontractor acknowledges that:
(i)
UQ has entered into the Head Agreement with
the Client and that UQ is bound by the terms of
the Head Agreement; and
(A) the time commitment, qualifications and
competency to perform the Activities; and
(ii)
it has reviewed the Head Agreement and
agrees:
(B) similar expertise and ability to those of the
Specified Personnel they are to replace;
and
(A) to be bound by the terms of the Head
Agreement to the extent that it applies to
the Subcontracted Activities as though any
reference to the Client was a reference to
UQ and any reference to UQ was a
reference to the Subcontractor;
(iii)
4.2
RPM Template _ Shortform subcontract (UQ as Contractor engaging subcontractor)
notify UQ of the name and qualifications of the
replacement personnel within 14 days of the
replacement.
Ethical approvals
The Subcontractor must ensure that it obtains, maintains
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and complies with all ethical clearances and regulatory
approvals necessary or desirable to perform the
Subcontracted Activities during the Term.
5
Background IP
5.1
Licence
The Subcontractor grants UQ a world-wide, perpetual, nonexclusive, non-transferable, royalty free licence to use the
Subcontractor’s Background IP:
(a)
(b)
5.2
for the purpose of receiving the benefit of the
Subcontracted Activities in accordance with this
Agreement and performing the Activities in
accordance with the Head Agreement (including the
right to sublicense to the Client); and
6.3
Warranty
(c)
5.4
to the best of the Subcontractor’s knowledge as at the
date of this Agreement (without having made any
enquiries), the grant of the licence contemplated by
clause 5.1 by the Subcontractor and use of the
Subcontractor’s Background IP as contemplated by
clause 5.1 will not infringe the Intellectual Property of
any third party;
6.4
the Subcontractor is not aware of any allegation that
the grant of the licence contemplated by clause 5.1 by
the Subcontractor or use of the Subcontractor’s
Background IP as contemplated by clause 5.1
infringes the Intellectual Property of any third party;
and
except with the prior approval of UQ(which must not
be unreasonably withheld or delayed), the
Subcontractor will not assign, encumber or otherwise
deal with the Background IP of the Subcontractor in a
manner that would prohibit or reduce use of that
Background IP in the performance of the Activities for
the Client.
Warranty
(a)
to the best of that party’s knowledge as at the date of
this Agreement (without having made any enquiries),
the assignment contemplated by clause 6.1(b) by that
party and use of the Contract IP created by that party
will not infringe the Intellectual Property of any third
party; and
(b)
that party is not aware of any allegation that the
assignment contemplated by clause 6.1(b) by that
party and use of the Contract IP created by that party
infringes the Intellectual Property of any third party.
Notice of allegations of infringement
Licence
(a)
UQ hereby grants to the Subcontractor a nonexclusive, non-transferable, royalty free licence in
Australia to use the Contract IP for the performance of
the Subcontracted Activities under this Agreement
during the Term.
(b)
For clarity the licence contemplated by clause 6.4(a)
does not include the right to sublicense to any third
parties.
[OPTION 2: Contract IPR licensed to UQ.]
6.5
Licence
The Subcontractor grants UQ a world-wide, perpetual, nonexclusive, non-transferable, royalty free licence to use the
Subcontractor’s Contract IP for the purposes of:
6.6
Background IP protection and infringement
(a)
take all reasonably necessary steps to protect,
maintain and enforce Background IP made available
for the purpose of performing the Subcontracted
Activities;
(b)
give the other party prompt notice of any infringement
of Background IP that comes to that party’s attention;
and
(c)
(a)
receiving the benefit of the Subcontracted Activities in
accordance with this Agreement; and
(b)
performing the Activities in accordance with the Head
Agreement (including the right to sublicense to the
Client).
Warranty
The Subcontractor represents and warrants to UQ that:
(a)
to the best of the Subcontractor‘s knowledge as at the
date of this Agreement (without having made any
enquiries), the grant of the licence contemplated by
clause 6.5 by the Subcontractor and use of the
Subcontractor’s Contract IP as contemplated by
clause 6.5 will not infringe the Intellectual Property of
any third party;
(b)
the Subcontractor is not aware of any allegation that
the grant of the licence contemplated by clause 6.5 by
that party or use of the Subcontractor’s Contract IP as
contemplated by clause 6.5 infringes the Intellectual
Property of any third party; and
(c)
except with the prior approval of UQ (which must not
be unreasonably withheld or delayed), the
Subcontractor will not assign, encumber or otherwise
deal with the Contract IP of that party in a manner that
would prohibit or reduce use of that Contract IP in the
performance of the Activities for the Client.
give the other party all assistance which is reasonably
required by the other party to protect Background IP of
the other party at the other party’s cost.
Contract IP
[OPTION 1: Contract IPR owned by UQ.]
6.1
Without limiting clause 12.1 the Subcontractor must
sign all documents and perform all acts as required by
UQ to give effect to the assignment contemplated by
clause 6.1(a).
[END OPTION 1]
Each party must:
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(c)
Acknowledgement
For clarity, other than as expressly set out in clauses 5.1, 6.1
and 6.4 nothing in this Agreement grants any licence or
assignment of any Intellectual Property of a party to the
other party.
5.5
To the extent necessary to give effect to clause 6.1(a)
the Subcontractor assigns all right, title and interest in
the Contract IP to UQ from the date such Contract IP
is created.
The Subcontractor must give UQ prompt notice of any
allegation that the assignment contemplated by clause 6.1(b)
or use of Contract IP infringes the Intellectual Property of
any third party.
The Subcontractor represents and warrants to UQ that:
(b)
(b)
The Subcontractor represents and warrants to UQ that:
Use
(a)
The parties agree that the Contract IP will be owned
by UQ.
if use of the Contract IP is reliant upon the
Background IP, to the extent required for UQ to use
the Contract IP for non-commercial research and
teaching purposes (including the right to sublicense to
the Client).
The Subcontractor must ensure that it does not use the
Background IP of UQ other than in accordance with UQ’s
directions.
5.3
6.2
(a)
Ownership
RPM Template _ Shortform subcontract (UQ as Contractor engaging subcontractor)
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6.7
Contract IP protection and infringement
confidential;
The Subcontractor must:
(a)
(b)
take all reasonably necessary steps to protect,
maintain and enforce the Subcontractor’s Contract IP;
and
give UQ prompt notice of any infringement of the
Contract IP that comes to the Subcontractor’s
attention.
(b)
keep the Confidential Information of the other party
secure;
(c)
not use or copy the Confidential Information of the
other party for any purpose other than to perform that
party’s obligations or exercise that party’s rights under
this Agreement;
(d)
only allow access to the Confidential Information of the
other party to the officers, employees and agents of
that party who have a need to know the Confidential
Information and who are bound by obligations of
confidence to that party to at least the standard
contemplated by this clause 7;
(e)
not disclose the Confidential Information of the other
party to any third party; and
(f)
not use the Confidential Information of the other party
to the disadvantage of that other party.
[END OPTION 2]
[Option 3 – Ownership by inventive contribution]
6.1
Ownership
(a)
(b)
(c)
6.2
The parties agree that the Contract IP will be owned
by those Parties making inventive contribution in
proportion to each Party's relevant inventive
contribution to the particular Contract IP as tenants in
common on creation.
To the extent necessary to give effect to subclause
6.1(a), a Party having an Intellectual Property Right by
effect of the law undertakes to assign all right, title and
interest in the Contract IP to and do all that is
reasonably necessary so that ownership and
proportion at law and by equitable share is determined
solely by application of clause 6.1(a).
Without limiting clause 12.1, each Party must sign all
documents and perform all acts as required by the
owners of Contract IP to give effect to the
assignment contemplated by clause 6.1(a) and 6.1(b).
7.2
Exception
The obligations of confidence contemplated by clause 7.1 do
not apply in relation to Confidential Information of another
party to the extent that the Confidential Information is
required to be disclosed under applicable law, but only if the
disclosing party has given the other party all available notice
to enable the other party to attempt to remove that
requirement and the disclosing party only discloses the
minimum information required.
7.3
Injunctive relief
Each party acknowledges and agrees that:
Warranty
(a)
if that party breaches this clause 7 in relation to
another party’s Confidential Information, then that
other party may suffer loss or damage as a result of
that breach for which monetary remedies would not be
adequate; and
(b)
if that party attempts to breach or threatens to breach
this clause 7 in relation to another party’s Confidential
Information, then that other party may seek injunctive
relief including an injunction restraining that party from
committing any breach of this Agreement without the
necessity of proving that any actual loss or damage
has been sustained or is likely to be sustained by that
party.
Each Party represents and warrants to each other Party
that to the best of that Party’s actual knowledge as at the
date of this Agreement (without having made any
enquiries):
6.3
(a)
the assignment contemplated by clause 6.1(b) by that
Party and use of the Contract IP created by that
Party will not infringe the Intellectual Property Rights
or moral rights of any third party; and
(b)
it is not aware of any allegation that the assignment
contemplated by clause 6.1(b) by that Party and use
of the Contract IP created by that Party infringes the
Intellectual Property Rights or moral rights of any third
party.
Notice of allegations of infringement
Each Party must give the other Parties prompt notice if,
or if any third party makes an allegation that, the
assignment contemplated by clause 6.1(b) or use of
Contract IP infringes the Intellectual Property Rights or
moral rights of any third party.
6.4
[Consider whether this is an appropriate liability position given the
commercial circumstances.]
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Liability
8.1
Indemnity
Licence
The Subcontractor indemnifies UQ from and against, and is
liable for, any loss or damage suffered or incurred by UQ in
connection with:
(a)
To the extent of its ownership interest in the Contract IP ,
each party grants the other a worldwide, non-exclusive,
perpetual, non-transferable, royalty free, irrevocable,
licence to exercise any Intellectual Property Rights for:
(a)
(b)
receiving the benefit of the Subcontracted Activities in
accordance with this Agreement; and
performing the Activities in accordance with the Head
Agreement (including the right to sublicense to the
Client).
[END OPTION 3]
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Confidentiality
7.1
Obligations of confidence
Each party must:
(a)
any:
(i)
claim by the Client against UQ under clause [x]
of the Head Agreement;
(ii)
breach of the Head Agreement by UQ; or
(iii)
termination of the Head Agreement,
in connection with a breach by the Subcontractor of
this Agreement or any negligent or unlawful act or
omission of that Subcontractor; or
(b)
any claim by the Client against UQ due to any
infringement of a third party’s Intellectual Property
where such claim relates in whole or in part to any
Intellectual Property which the Subcontractor made
available in the performance of the Subcontracted
Activities,
provided that the Subcontractor’s liability under this
Agreement is reduced to the extent that any loss or damage
is caused by any negligent act or omission of UQ.
keep the Confidential Information of the other party
RPM Template _ Shortform subcontract (UQ as Contractor engaging subcontractor)
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8.2
Consequential loss
10
Subject to clauses 8.1 and 8.3, each party is not liable to the
other party in connection with this Agreement for any loss or
damage however caused (including due to the negligence of
that party) that is consequential loss, indirect loss, loss of
profits, loss of revenue, loss of reputation, loss of bargain or
loss of opportunity.
8.3
Requirements of law
GST
(a)
Words or expressions including the term “Tax Invoice”
used in this clause 10 which are defined in the A New
Tax System (Goods and Services Tax) Act 1999 (Cth)
(the “GST Law”) or, if not so defined, then which are
defined in the Competition and Consumer Act 2010
(Cth), have the same meaning in this clause 10.
(b)
The parties acknowledge that all amounts payable
under or in connection with this Agreement are
expressed on a GST exclusive basis.
(c)
If any supply made under this Agreement is a taxable
supply, the recipient must pay to the supplier, in
respect of that taxable supply, an additional amount
equal to the GST payable by the supplier in respect of
that taxable supply.
(d)
The recipient must pay the amount payable under
clause 10(c) at the same time as payment must be
made for the taxable supply, provided the supplier has
given the recipient a Tax Invoice for that payment
stating the amount of GST paid or payable by the
supplier in respect of the supply to which the Tax
Invoice relates.
(e)
Each party warrants to the other party that at the
Commencement Date, they are registered for GST
and hold an Australian Business Number.
(f)
If at any time during the term of this Agreement a party
ceases to be registered for GST then that party must
promptly notify the other party.
(g)
If, at any time, an adjustment event arises in respect
of any supply made by a party under this Agreement,
a corresponding adjustment must be made between
the parties in respect of any amount paid pursuant to
clause 10(c).
(h)
Payments to give effect to the adjustment must be
made between the parties and the supplier must issue
a valid adjustment note in relation to the adjustment
event.
(i)
If an amount that would otherwise be payable under
this Agreement is calculated by reference to or
otherwise relates to a cost, expense or other amount
incurred by a party (“Payee”), then that amount will be
reduced by the amount of any input tax credit to which
the Payee is entitled in respect of that amount.
(j)
The Payee will be assumed to be entitled to a full input
tax credit unless it demonstrates that its entitlement is
otherwise prior to the date on which the payment must
be made.
(k)
If a person is a member of a GST group, references to
GST for which the person is liable and to input tax
credits to which the person is entitled include GST
which the representative member of the GST group is
liable and input tax credits to which the representative
member is entitled.
If any applicable legislation prohibits the exclusion of liability
by a party in the manner contemplated by this clause 8 with
respect to particular loss or damage, then:
(a)
the exclusion does not apply to that loss or damage;
and
(b)
that party’s liability is only limited or excluded with
respect to that loss or damage in the manner
permitted under that legislation (if any).
[END OPTION]
9
Term and Termination
9.1
Term
This Agreement commences on the Commencement Date
and continues until the Expiry Date unless UQ notifies the
Subcontractor that the Activities have been performed to
UQ’s satisfaction earlier than the Expiry Date.
9.2
Termination
(a)
(b)
(c)
9.3
UQ may terminate this Agreement by notice to the
other party if:
(i)
the Subcontractor commits a material breach of
this Agreement and does not remedy that
breach within thirty days of that breach being
notified to the Subcontractor;
(ii)
an Insolvency Event occurs with respect to the
Subcontractor;
(iii)
the Head Agreement expires or is terminated for
any reason;
(iv)
the Subcontractor notifies UQ that it can no
longer carry out any of its obligations under this
Agreement or is unwilling to do so; or
(v)
UQ reasonably determines that sufficient or
economic insurance cover is unable to be
obtained by UQ or the Subcontractor with
respect to the Subcontracted Activities.
The Subcontractor acknowledges and agrees that if
the Client changes the scope of the Activities as
contemplated by the Head Agreement, then UQ may
give notice to the Subcontractor notifying the
Subcontractor of the change and any respective
changes to the scope of the Subcontracted Activities
and the Fees in the same manner.
Each party expressly waives any rights that party may
have had to terminate this Agreement other than in
accordance with this clause 9.
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After termination or expiration
(a)
Insurance
Following termination or expiration of this Agreement,
the parties agree that:
Each party must, for as long as any obligations remain
arising from this Agreement, effect and maintain valid,
enforceable and adequate:
(i)
accrued rights and remedies of a party will not
be affected;
(i)
public liability insurance of $10,000,000 or more
per claim;
(ii)
each party must return the Confidential
Information of the other party in that party’s
possession or control; and
(ii)
workers compensation insurance as required by
statute;
(iii)
(iii)
clauses 5.1(b), 5.3, 6.2, 6.3, 7, 8 and 11 and
any other provisions intended by the parties to
survive termination or expiration, will survive
termination or expiration of this Agreement and
will not be affected by such termination or
expiration.
general insurance in respect of all property (in
which the Subcontractor has an insurable
interest) for the full reinstatement value, that is
used in connection with the Subcontracted
Activities, including all buildings, fixtures and
fittings and contents contained thereon or
therein, against all loss and damage caused by
RPM Template _ Shortform subcontract (UQ as Contractor engaging subcontractor)
(a)
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or resulting from accident, fire, theft, malicious
damage or storms and any other insurable risk
which property of a similar nature is commonly
insured against; and
(iv)
(b)
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professional indemnity insurance of
$10,000,000 or more per claim.
Proof of adequate levels of self-insurance or other
protection by a party are acceptable as an alternative
to the insurances required under this clause 11(a).
General
12.1 Further assurances
Each party must do all things necessary or desirable to give
effect to the provisions of this Agreement including by
signing all documents and performing all acts.
12.2 Entire agreement
This Agreement:
(a)
contains the entire agreement of the parties; and
(b)
supersedes all prior representations, conduct and
agreements,
with respect to its subject matter, except to the extent that
any express guarantees have been given by a party as
contemplated by section 59 of the Competition and
Consumer Act 2010 (Cth).
12.3 Costs
Each party is responsible for its own costs of entering into
and performing this Agreement.
12.4 Jurisdiction
The laws of [Insert jurisdiction of Head Agreement] apply to
this Agreement and each party irrevocably submits to the
non-exclusive jurisdiction of the courts of [Insert jurisdiction
of Head Agreement] and courts competent to hear appeals
from those courts.
12.5 Severability
To the extent that any portion of this Agreement is void or
otherwise unenforceable then that portion will be severed
and this Agreement will be construed as if the severable
portion had never existed.
12.6 No agency
This Agreement does not create a relationship of
employment, trust, agency or partnership between the
parties.
12.7 Waiver
A right under this Agreement may only be waived in writing
signed by the party granting the waiver, and is effective only
to the extent specifically set out in the waiver.
12.8 Discretion
Unless otherwise expressly contemplated, where a provision
of this Agreement contemplates that a party may exercise its
discretion then that party is entitled to exercise that
discretion absolutely, with or without conditions and without
being required to act reasonably or give reasons.
12.9 Counterparts
(a)
This Agreement will be validly executed if signed in
any number of counterparts and the counterparts
taken together will constitute one agreement.
(b)
Each party may communicate its execution of this
Agreement by successfully transmitting an executed
copy of this Agreement by facsimile or email to the
other party.
RPM Template _ Shortform subcontract (UQ as Contractor engaging subcontractor)
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