AGREEMENT FOR SERVICES
This Agreement is made between CHARLES STURT UNIVERSITY, through the
[insert name of relevant Faculty, Division or Research Centre, etc], a body corporate
established by the Charles Sturt University Act 1989, located at [insert relevant campus
address].
and ……………………………………………………………………………………..
(the “Contractor”)
of ………………………………………………………………………………………
.....................................................................................................................................
(address)
____________________________________________________________________
It is agreed that the University engages the Contractor to carry out the undermentioned
specific tasks for the agreed fee. The University requires the contractor to ensure that
(insert name of particular individual) provides the undermentioned tasks and does not
sub contract these to another individual. (this statement is optional)
Agreed Duration:
Commence: (date)………….. Conclude: (date)……………......
Agreed Fee (which includes a labour component of $..................): $…………......
Payment to be in the following manner on production of a ‘tax invoice’................
Contact Persons: The University........................... Ph…………….Fax………………
Contractor…………..........
Ph…………….Fax………...........
The attached terms form part of this Agreement.
Terms of Agreement for Services
1.
Definitions
1.1
For the purposes of this Agreement the following definitions shall apply:
“confidential information” means and includes any documentation or information marked as
confidential and supplied by a party and all scientific, technical, manufacturing, performance, sales,
financial, commercial, contractual or marketing information possessed by a party which has not
been previously published or otherwise disclosed to the general public.
“contractor” means a person or entity, who or which provides services either personally, or through
its employees, to achieve prescribed objectives or ends, and for a sum of money agreed prior to
work being undertaken. An independent contractor bears full professional and financial liability for
the satisfactory completion of the contract. The University will require evidence of appropriate and
adequate insurance cover prior to the engagement. Individuals who perform services exclusively
for the University, using a business name or through interposed entities will be treated as an
employee and paid through payroll.
“disclosing party” means a party who discloses confidential information under this Agreement.
“information” means and includes information of any nature, knowledge, technology, ideas,
technical data, concepts, techniques, processes, formulas, expertise, computer programs, trade
secrets, inventions, discoveries, designs, methods, know-how and data, whether recorded or not;
“intellectual property” means and includes all rights in copyright, trademark design, patents, plant
variety, semi-conductor or circuit layout rights, trade, business or company names, trade secret,
confidential or other property rights or any rights to registration of such rights whether created
before or after the date of this Contract, and whether existing in Australia or otherwise and in all
cases for the duration of the rights.
“receiving party” means a party who receives confidential information under this Agreement.
2.
Contractor’s Obligations
2.1
The Contractor must perform the services in a diligent manner and to the standard of skill and care
expected of a Contractor experienced in the provision of the type of services required by CSU in
accordance with this Agreement.
2.2
The Contractor must use all reasonable efforts to inform itself of the requirements of the University
and must regularly consult with the University during the performance of the services.
2.3
The Contractor must ensure that all personnel engaged by it in connection with the services are
appropriately qualified, competent and experienced in the provision of the type of services required
by the University.
2.4
The Contractor must obtain all approvals, authorities, licences and permits which are required from
governmental, municipal or other responsible authorities for the lawful implementation and
completion of the services, except where determined by University.
2.5
The Contractor must ensure that all work done in connection with the services complies with the
requirements of all applicable legislation, codes and authorities’ requirements and all relevant
Australian standards applicable to the services.
2.6
The Contractor must comply with all directions, procedures and policies relating to occupational
health, safety and security pertaining the University’s premises and facilities.
3.
The University’s Obligations
3.1
The University will as soon as practicable, or as required by this Agreement:
(i)
make available to the Contractor all relevant instructions and information; and
(ii)
answer queries made by the Contractor;
relating to the University’s requirements in connection with this Agreement.
4.
Intellectual Property
4.1
The University shall retain all title to and intellectual property rights in any materials it provides to
the Contractor for the purposes of this Agreement.
4.2
The title to and intellectual property in or in relation to contract material vests upon its creation to
the University. The Contractor must, upon request by the University, do all things necessary to
vest the title or that intellectual property in the University.
4.3
If the intellectual property in or in relation to contract material is not capable of being vested in the
University under clause 4.2 because the Contractor does not own, and is unable at a reasonable cost
to obtain ownership of, that intellectual property, the Contractor must ensure that the University is
irrevocably licensed (whether by sub-licence from the Contractor or direct licence from the owner)
to use that contract material or that intellectual property.
4.4
On, or soon as practicable after, the expiration or earlier termination of this Agreement, the
Contractor must delivery to the University all contract material.
5.
Insurance
5.1
The Contractor shall be responsible for ensuring that appropriate professional liability insurance
and other insurance necessary to cover its participation under this Agreement is in effect.
5.2
The Contractor shall provide at the University’s request evidence of the insurance.
6.
Indemnity
6.1
The Contractor agrees to indemnify the University and its employees, officers, agents and
representatives from and against any liability, loss, harm, damage, cost of legal expense that the
University may suffer as a result of any unlawful or negligent act or omission of the Contractor
arising directly or indirectly out of his participation under this Agreement.
6.2
The University agrees to indemnify the Contractor against any liability, loss, harm, damage, cost of
legal expense that the Contractor may suffer as a result of any unlawful or negligent act or omission
of the University, its employees, officers, agents and representatives arising directly or indirectly
out of their participation under this Agreement.
6.3
The indemnities in clauses 6.1 and 6.2 shall survive the termination of this Agreement.
7.
Severability
7.1
If any clause or part of a clause is held or be deemed illegal or unenforceable for any reason then
such clause will be deemed to be deleted from this Agreement and the balance of the Agreement
will remain fully effective as far as reasonable. The parties will negotiate in good faith to substitute
the illegal or unenforceable clause with a legal and enforceable one.
8.
Variation
8.1
This Agreement may be varied only with the written agreement of the parties.
9.
Termination
9.1
The University may, for any reason, terminate this Agreement, in whole or in part, with at least one
week’s notice served on the Contractor.
9.2
If the University terminates this Agreement in whole:
(i)
in the case of the fee being paid in instalments – the University shall be liable for any
unpaid instalments due to the Contractor at the date of termination and also any reasonable
costs incurred by the Contractor and directly attributable to the termination of this
Agreement.
(ii)
in the case of the fee being paid in full – the University shall be liable to pay the fee which
shall abate proportionately to the amount of the services rendered up to the date of
termination and also any reasonable costs incurred by the Contractor and directly
attributable to the termination of this Agreement.
9.3
If the University terminates this Agreement in part, the University’s liability to pay the fee, whether
in instalments or in full, shall in the absence of agreement to the contrary, abate proportionately to
the reduction in the services rendered up to the date of partial termination. The client shall also pay
any reasonable costs incurred by the Contractor and directly attributable to the partial termination
of this Agreement.
9.4
The Contractor shall not be entitled to compensation for loss of prospective profits.
9.5
The Contractor may terminate this Agreement by providing at least two week’s notice to the
University. The Contractor may terminate this Agreement with less than two week’s notice with
the University’s consent. Any fee to be paid by the University to the Contractor shall be
determined by the University based on the services rendered by the Contractor.
10.
Disputes
10.1
Disputes must, as far as possible, be settled expeditiously between the parties.
10.2
Where a dispute cannot be settled between the parties, the matter will be referred for arbitration to
a mutually agreed third party subject to the laws of New South Wales.
10.3
The decision of the arbitrator shall be final. The cost of arbitration shall be shared equally between
the parties.
11.
Applicable Law
11.1
The laws in force in New South Wales govern this Agreement.
12.
Notices
12.1
Any notice, request or other communication to be given or served pursuant to this Agreement shall
be in writing and addressed as the case may be, as follows:
(i)
If addressed to the University – addressed and forwarded to the contact person indicated
in this Agreement.
(ii)
If addressed to the Contractor – addressed and forwarded to the contact person indicated
in this Agreement.
13.
Confidential information
13.1
The parties recognise the need to maintain independence and confidentiality of information,
particularly in respect of work undertaken.
13.2
The receiving party agrees that it will not, except to the extent authorised by the disclosing party in
writing, commercially use or disclose to any third party any such confidential information,
provided, however, that the foregoing restrictions on use and disclosure shall not apply to such
confidential information which:
13.3
(i)
at, prior or subsequent to the time of such disclosure is independently known to the
receiving party;
(ii)
was in the public domain, but now known to the receiving party, prior to the
commencement of this Agreement;
(iii)
comes into the public domain subsequent to the date of this Agreement, otherwise than as
a result of a breach by the receiving party of its obligations hereunder;
(iv)
is disclosed to the receiving party by any third party having the lawful right to do so; or
(v)
is disclosed by the receiving party as required by law.
A receiving party covenants and agrees in favour of the disclosing party that all of the confidential
information provided to or obtained by the receiving party or of which the receiving party
becomes aware as a result of the exercise of the rights granted to the receiving party under this
Agreement:
(i)
will be kept strictly confidential;
13.4
(ii)
will, before disclosing any of the confidential information to any third party, take all
reasonable action (including if necessary, the execution of confidentiality agreements) to
ensure that such third party will not use or disclose the confidential information except in
the manner and to the extent permitted in this Agreement;
(iii)
will not, without the prior written consent of the disclosing party, be photocopied or
reproduced in any way;
(iv)
will be used exclusively, and only to the extent necessary, for the specified purpose and
not for any other purpose;
(v)
will be safely and securely stored when not in use; and
(vi)
will remain the absolute and exclusive property of the disclosing party.
Each party will limit access to the confidential information to that party’s consultants, officers,
employees, agents or advisers (“authorised persons”):
(i)
who are assigned to work pursuant to this Agreement; and
(ii)
who reasonably require the confidential information for the purpose of this Agreement.
14.
Public Finance and Audit Act
14.1
This contract is subject to the requirements of the Public Finance and Audit Act 1983, as amended
from time to time, and must also comply with the University’s tendering and purchasing
procedures.
EXECUTED as an agreement on the date specified above.
SIGNED FOR AND ON
BEHALF OF the University by:
(in accord with University policy LEG01 – Delegations
for Signing Documents)
In the presence of:
SIGNED by the Contractor:
In the presence of:
Dated this xth day of xxx 200X
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_________________________
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Name of Signatory
__________________________
__________________________
Name of Witness
_________________________
Name of Signatory
__________________________
__________________________
Name of Witness