Fourth Year Student Project
where a student is being provided financial support to undertake a fourth year project
PC
a body corporate of Tennent Drive, Palmerston North, New Zealand ("Massey")
CC
Budget Centre
Sponsor
Project Title
Start Date
Finish Date
Student
Supervisor
Course
The Student is engaged in the Course at Massey and is required to obtain practical commercial experience as an integral part of the Course. The
Sponsor is providing financial support for the Student to undertake the Project as specified below and in the attached Proposal. All parties agree
to be bound by the Conditions of Engagement.
This Agreement, once signed, together with any attachments referred to below, will replace all
written or oral agreements previously reached between the parties in relation to the subject matter hereof.
Reporting
The outcomes of the project will be presented in one report at the end of the academic year.
In addition, the Student will make two oral presentations to which representatives of the Sponsor will be invited:
Autumn Semester Oral Presentation; Final Oral Presentation.
Progress
Progress meetings shall be held as deemed necessary by a Project Team consisting of the Student, the
Supervisor and a representative of the Sponsor.
Payment Schedule
[Delete one] (1) 50% of the agreed project fee will be invoiced within 30 days of the starting date of the Project. The remaining 50% of the agreed
fee shall be invoiced within 30 days of the start of the Second Semester at Massey.
(2) An invoice will be issued by Massey upon completion of the project.
All amounts payable in
New Zealand Dollars plus GST
Notices
Fee $
Massey - Contract Administration
Sponsor - Contract Administration & Invoices
Contracts Team
Research Management Services
Massey University
Private Bag 11 222, Palmerston North 4442
Courtyard Complex, Tennent Drive, RD4, Palmerston North 4474
Contact (Notices); Contact (Invoices)
Postal Address
Phone:
Fax:
E-mail:
Student
Attachments
Signature
_______________________________________
Project Proposal dated
Date
Massey Authorised Signatory
Sponsor Authorised Signatory
Signature
Signature
_______________________________________
Name
Mr Mark Cleaver
Name
Title
Director, Research Management Services
Title
Date
Reset Form
Date
_______________________________________
Print Form
Amendments to the standard terms require consultation
with Research Management Services' Contracts Team
Conditions of Engagement - Fourth Year Student Project
1
Agreement
The Student shall undertake the Project set out in the Proposal. Massey agrees
to supervise the Project, through the Supervisor, but shall not be under any
liability to undertake any part of the work of the Project.
2
Term
Notwithstanding the date of signing of this Agreement and, unless terminated
earlier in terms of clause 10 hereof, or extended by written agreement between
the parties, this Agreement shall commence and terminate on the dates
specified above.
3
Payment of Fees
The Sponsor shall pay to Massey an agreed fee ("Fee") as a contribution to
project expenses reasonably and properly incurred by Massey and the Student
to carry out the Project. This Fee is based on the budget produced by the
Student and specified in the Proposal. In the unlikely event that project costs
exceed the Fee, Massey may negotiate an additional payment by the Sponsor.
4
Liability
Massey and the Student agree to take all due care to undertake the Project in a
proper manner and Massey shall indemnify the Sponsor against any costs,
liability, damages, loss, claim or proceedings of whatever nature ("loss or
liability") where such loss or liability arises out of a material breach of this
Agreement by Massey or out of negligence on the part of Massey or the Student
provided that such indemnity shall be limited to a maximum amount of NZ
$5,000.00. Notwithstanding the above, Massey shall not be liable for any loss of
profit, loss of business or consequential loss of the Sponsor, howsoever caused.
Massey gives no warranties implied or otherwise as to the reliability, accuracy,
safety or commercial feasibility of the research findings of the Project.
5
Intellectual Property
All intellectual property created during the course of this project shall be owned
by the Sponsor, including assignments of any rights to inventions, except that
the copyright of the written reports detailed in the Proposal will belong to the
Student. Intellectual Property means any property rights constituted by the
Patents Act 1953, the Designs Act 1953, the Trade Marks Act 2002, the Copyright
Act 1994, and/or similar Acts of New Zealand, and any like rights constituted by
any rule of law or by legislation in any other country. It includes any rights in
technical information, know-how, confidential information, copyrights, models,
patterns, drawings, specifications, prototypes, inventions, any trade secrets,
unregistered trademark, or trade name, and any pending rights based on any
application for registration of any such rights. No party shall assign its rights
under this Agreement without the prior written consent of the other parties.
6
Royalty
Massey and the Student cannot guarantee that any product or prototype
developed in the course of this project will be commercially viable. Any ideas
that translate into sales will attract a negotiated annual royalty payment for a
period of not more than three years, starting on the first anniversary of the first
invoiced sale. Royalties will be paid to Massey and Massey will retain the
royalties to advance other activities in the research area or to disburse according
to Massey's Intellectual Property Policy.
7
Confidentiality
The Sponsor acknowledges that the Project is undertaken as an
undergraduate teaching and learning exercise and as such commercial
levels of confidentiality cannot be offered or achieved. Such projects
involve discussions on the research work and its progress with other
students and with academic staff, and the making of oral presentations
to Massey audiences. Massey agrees to hold in confidence any
commercially sensitive information identified by the Sponsor. Massey
will identify the persons involved in the project who will have access to
the specifically identified information and who will be responsible for
discharging the obligations of confidentiality. The obligation of
confidentiality shall however, not apply to information which:
- is in, or comes into, the public domain, in any way without breach of
this Agreement;
- as evidenced by prior written records, was in possession of Massey at
the time of disclosure;
- has been received from a source other than the Sponsor without, to
the knowledge of Massey, breach of any obligation of confidentiality or
non-use;
- has been independently developed by Massey as a result of Massey’s
operations and activities, without the benefit of information disclosed
under this Agreement;
- the parties agree in writing not to be confidential; or
- is required to be disclosed by law.
8
Publication
The outcomes of the research project are encapsulated in written
reports as described in the Proposal. These reports shall not be
distributed outside the Budget Centre for a period of two years from
the termination date, without the prior written consent of the Sponsor.
9
Publicity
No party will use the name of any other party in relation to this Project
without the prior written permission of the other party.
10
Termination
Massey or the Sponsor may terminate this Agreement by written notice
to the other party if the other party is in breach of any condition of this
Agreement and if the breach is capable of being remedied, and is not
remedied within thirty days from the date of written notice specifying
the breach. Notice must be delivered, posted or couriered to the
addresses appearing above. No party shall be responsible for any
failure or delay in complying with the terms of this Agreement where
such failure or delay results from events beyond its control. The
frustrated party is to resume its obligations under this Agreement as
soon as it reasonably can after the force majeure event ceases. No
waiver of any breach of this Agreement shall be deemed to be a waiver
of any other or any subsequent breach. The failure of any party to
enforce any provision of the Agreement at any time shall not be
interpreted as a waiver of the provision.
11
Dispute
Notice of dispute will be given in writing. Massey and the Sponsor will
in good faith, try to resolve that dispute. This process may include
mediation. If the dispute is not resolved within 20 working days from
the date the dispute was advised, then the dispute will be referred to
arbitration in accordance with the Arbitration Act 1996.
12
Variation
The agreement and conditions may be varied only by mutual, written
agreement between the Parties and signed by the authorised
representatives of the Parties. No waiver will be effective unless it is in
writing and signed by the waiving party.
13
Jurisdiction
This agreement is governed by New Zealand law and the New Zealand
courts have jurisdiction in respect of this agreement.
14
Representation
The abovesigned represent that they are duly authorised to execute
the Agreement on behalf of the respective parties and to bind the
respective parties to the terms and conditions of this Agreement.
1.03