INSTRUCTIONS FOR USING
CONTRACTOR/CONSULANT AGREEMENT (Other Entity version)
DETACH THIS PAGE PRIOR TO ISSUING THE AGREEMENT
WHEN USING CONTRACTOR/CONSULTANT AGREEMENT

This agreement should be used for contractors or consultants who are companies, partnerships or
other entities.

You must indicate in Item 10 whether the fee is inclusive or exclusive of GST. The default is that the
fee is inclusive of GST (if GST is payable).

Read the ‘Guide to using the Contractor/Consultant Agreement’ – this explains the legal
significance of each field and will assist you with compliance.
Key sections of the Agreement

There are five main sections in the Contractor/Consultant Agreement:
 Schedule – this is the table on page 1. It should contain information about the
contractor/consultant and the specific agreement reached with them (including variable terms
and conditions). You should insert the relevant information in the fields marked in yellow
highlighting. Complete all highlighted sections of the Schedule. All non-mandatory fields have
an option to select ‘not-applicable’.
 Terms and Conditions – these are UNSW’s standard terms and conditions (pages 2-4). Do
not amend any of the Terms and Conditions. If you wish to negotiate different Terms and
Conditions, contact Legal Counsel HR or your Human Resources Consultant.
 Confidentiality Deed Poll (Annexure A) – This is the standard deed poll which personnel
working for the company may be required to sign. This is important because the agreement is
between UNSW and the company, not the individuals. You should require each of the
Contractor’s personnel who will perform the Services to sign a Deed Poll to protect UNSW’s
confidential information and Intellectual Property.
 Service Standards (Annexure B) – this is an optional section to be used if there are service
standards. If you do not require any service standards, you should remove Annexure B.
 Special Conditions (Annexure C) – this is an optional section to be used if there are special
conditions (for example, a cancellation fee, any industry codes which should be complied with
etc). Special conditions must not conflict with the general terms and conditions. If special
conditions are complex or may have legal implications, you should seek advice from the Legal
Counsel HR or the legal office. If there are no special conditions, you should remove Annexure
C.
If you have any queries or concerns, contact Legal Counsel HR, the legal office or your Human
Resources Consultant.
PRE-CONDITIONS TO USING CONTRACTOR/CONSULTANT AGREEMENT
You must complete the following steps prior to issuing this Contractor/Consultancy Agreement:

Contractor has completed VN1 Form
Signed:
Print Name:

Signed:
Australian Business Number or Australian
Company Number has been obtained
Print Name:
ABN/ACN: ______________________________
Detach this page prior to issuing the Contractor/Consultant Agreement
and store it on your file.
CONTRACTOR/CONSULTANT AGREEMENT (Other entity version)
This Agreement dated ______________ is between:
1.
The University of New South Wales (ABN 57 195 873 179) (UNSW); and
2.
[Insert company name/partnership/other entity](ABN/ACN [insert])(Contractor),
and comprises the Schedule, the Terms and Conditions, Annexure A and Annexure B (if indicated in Item 6 of the
Schedule) and Annexure C (if indicated in Item 14 of the Schedule).
SCHEDULE
AGREEMENT TERM
Item 1 (cl 2.1)
Commencement date:
[insert date]
Item 2 (cl 2.1)
Termination date:
[insert date]
Item 3 (cl 16.1)
Notice required to terminate the [insert notice period – normally 4 weeks]
Agreement:
CONTACT DETAILS
Item 4 (cl 19.3)
UNSW’s address
Contractor’s address
Contact person: [insert]
Contact person: [insert]
Address: [insert]
Address: [insert]
Telephone: [insert]
Mobile: [insert]
Email: [insert]
Email: [insert]
SERVICES TO BE PROVIDED BY THE CONTRACTOR
Item 5 (cl 3.1)
Description of Services
[Insert description of services – for example:
To deliver the course ‘Title’ in Semester 1 2008, including:
 delivering [insert] hours of lectures and tutorials, as scheduled;
 marking work submitted by students;
 supervising examinations, as scheduled;
 being available for [insert] hour each week to meet with
students; and
 responding to queries by students]
 Not applicable
 As per Annexure B
 Not applicable
 In accordance with the following timetable:
Date:
Milestone:
Instalment
[Insert date]
[Insert Milestone]
$[insert amount]
[Insert date]
[Insert Milestone]
$[insert amount]
Item 8 (cl 6.2)
Equipment or facilities to be
 Not applicable
 Access to photocopying
provided by UNSW for the
 Office (including desk)
 UNSW email address
Contractor’s use
 Access to telephone
 Car parking (fee applies)
 Access to computer
 Other – [insert]
Item 9 (cl 4.1)
Authorised personnel to act for
 [Insert person]
 [Insert person]
the Contractor
 [Insert person]
 [Insert person]
CONTRACTOR’S FEE
Item 10 (cl 7)
Contractor’s Fee:
$[insert] (including GST) per [insert period – fortnight, month,
session]
OR [Insert schedule of fees and payments]
OR [In accordance with the timetable set out in Item 7]
Item 11 (cl 8)
Contractor’s Expenses payable  Not applicable
 Other – [insert]
by the UNSW:
 Travel
INTELLECTUAL PROPERTY
Item 12 (cl 9)
IP arising from or in connection  UNSW will own IP
 IP Arrangements as per
with the Services:
special conditions
 Contractor will own IP
INSURANCE POLICIES
Item 13 (cl 11.1)
Insurance policies that
 Public liability insurance (at least $10 million) (mandatory)
Contractor must effect:
 Workers compensation (mandatory)
Item 6 (cl 3.1(b))
Item 7 (cl 3.1(c))
Service standards
Timetable for provision of
services:
SPECIAL CONDITIONS
Item 14 (cl 15)
Special conditions

Professional indemnity insurance (required unless Business
Unit waives requirement)

Other – [insert]
 Not applicable
-1-
 As per Annexure C
TERMS AND CONDITIONS
1.
DEFINITIONS AND INTERPRETATION
1.1.
In this Agreement:
3.2.
The Contractor is required to comply with the rules,
regulations, procedures and policies of UNSW, as
amended from time to time. This includes, without
limitation, code of conduct, occupational health and
safety, security, discrimination and harassment and
privacy. UNSW rules, regulations, policies and
procedures do not form part of this contract.
3.3.
The Contractor warrants that the Contractor has no
conflict of interest in performing the Services as at
the date of this Agreement. If the Contractor
becomes aware of any actual or potential conflict of
interest, the Contractor will immediately advise
UNSW in writing, in which case UNSW may
terminate the Agreement pursuant to clause 16.
4.
PERSONNEL
(a) Agreement Term means the term in clause
2.1, including any extension under clause 2.2.
(b) Confidential
Information
means
any
information (whether oral, writing or electronic)
relating to a party that is not publicly available
(other than by breach of this Agreement) and
that by its nature is confidential (including but
not limited to trade secrets and know how).
(c) Fee means the fee payable under Item 9.
(d) GST means Goods and Services Tax.
(e) Intellectual Property means all statutory and
other proprietary rights in respect of inventions,
copyright, trade marks, designs, patents, knowhow, trade secrets and all other rights as
defined by Article 2 of the Convention
establishing the World Intellectual Property
Organisation of July 1967 and all rights to apply
for the same.
(f)
Authorised personnel
4.1.
Substitution of personnel
Personal Information has the meaning given
to it in the Privacy and Personal Information
Protection Act 1998 (NSW) (PPIP Act).
(g) Services means the services in Item 6.
4.2.
The Contractor will not substitute other personnel for
the authorised personnel without the written consent
of UNSW.
4.3.
If UNSW reasonably considers that any of the
Contractor’s personnel are not performing the
Services to the standards expected of UNSW,
UNSW may, by providing 14 days notice in writing,
require the Contractor to substitute the Contractor’s
personnel with another person acceptable to UNSW.
4.4.
If the Contractor’s personnel are unavailable or on
leave, the Contractor must provide other qualified
personnel approved by the UNSW to ensure the
Contractor meets its obligation under this
Agreement.
(h) UNSW means the University of New South
Wales and its officers, agents and employees.
1.2.
In this Agreement, unless the contrary appears:
(a) The singular includes the plural and vice versa.
(b) A reference to a person includes a body
corporate or partnership and includes that
person’s successors, administrators, executors
and assigns.
Status of personnel
(c) A reference to a law includes any amendment
to it or replacement of it.
1.3.
Headings are inserted for convenience only and do
not affect the interpretation of this Agreement.
2.
AGREEMENT TERM
2.1.
This Agreement commences on the date specified in
Item 1, and terminates on the date specified in Item
2, unless terminated earlier in accordance with
clause 16 of this Agreement.
2.2.
If the Contractor, with the agreement of UNSW,
continues to provide the Services after the expiry of
the Agreement Term, this Agreement continues to
apply.
3.
CONTRACTOR’S OBLIGATIONS
3.1.
The Contractor will perform the Services:
If applicable, the Contractor will appoint the
authorised personnel set out in Item 9 to perform
and have responsibility for the Services.
(a) in a diligent and professional manner, and with
the necessary skill and care required to perform
the Services;
(b) according to any standards that normally apply
to the Services and any service standards set
under Item 6;
(c) before the end of the Agreement Term and
according to the deadlines or milestones
specified in any timetable set under Item 7.
-2-
4.5.
The Contractor’s personnel are, and remain,
employees, agents or contractors of the Contractor.
4.6.
The Contractor is solely responsible for any
payments, wages, taxes and insurances owing to, or
in respect of, the Contractor’s personnel, as well as
any other entitlements or benefits arising from their
employment or engagement including (but not
limited to) annual leave, sick leave, superannuation
and workers’ compensation.
5.
ASSIGNMENT AND SUB-CONTRACTING
5.1.
The Contractor must not assign or sub-contract any
part of the Services without the prior written consent
of UNSW. Any such written consent of UNSW does
not relieve the Contractor from the Contractor’s
obligations under this Agreement.
5.2.
Subject to the Contractor’s obligations under this
Agreement (including with respect to conflict of
interest), the Contractor may provide services to
third parties.
6.
EQUIPMENT
6.1.
The Contractor will provide all equipment necessary
to perform the Services and is responsible at his/her
cost for insuring the equipment and maintaining it in
good working order during the Agreement Term.
6.2.
If Item 8 specifies that UNSW will provide equipment
or facilities for use by the Contractor, then the
Contractor must:
Annexure A to this Agreement as a condition of
UNSW’s acceptance of any of the Contractor’s
personnel, or do any other reasonable thing
that gives effect to UNSW’s rights under
clauses 9.1(a),(b) and (c).
(a) use that equipment or those facilities only for
the purpose of providing the Services;
9.2.
(b) ensure that equipment and those facilities are
used according to any manufacturer’s
instructions and any instructions provided by
UNSW; and
(c) notify UNSW immediately if the Contractor
becomes aware that the equipment or facilities
are not working properly, or have become lost
or stolen.
7.
CONTRACTOR’S FEE
7.1.
To the extent that any GST is payable in respect of
this Agreement, including in relation to the Services,
the Contractor is liable to pay that GST and
indemnifies UNSW against any failure to comply
with this clause.
7.2.
Where this Agreement provides that the Contractor
is to be paid by progressive payments, UNSW is
entitled to defer payment until the Contractor has
completed that part of the Services.
7.3.
The Contractor must provide invoices to UNSW in
the form of a valid tax invoice. Where the Contractor
has subcontracted any part of the Services, the
invoice must be accompanied by a completed pro
forma principal contractor’s statement regarding
workers
compensation,
pay-roll
tax
and
remuneration.
7.4.
8.
If Item 12 specifies that the Contractor owns the
Intellectual Property, then the Contractor hereby
grants UNSW an irrevocable, perpetual, royalty-free,
non-transferable and non-exclusive licence to use
the Intellectual Property for:
(a) purposes arising from or in connection with the
Services; and
(b) making copies for archival purposes.
9.3.
The Contractor warrants that all Intellectual Property
created in connection with or arising from the
Services will be original and will not infringe
intellectual property of third parties, and indemnifies
UNSW for any demand, cost or expenses as a result
of any breaches by the Contractor of the intellectual
property rights of third parties.
9.4.
The Contractor must not publish any articles,
statements or any other information in connection
with or arising from the Services without UNSW’s
prior approval in writing.
10.
CONFIDENTIALITY AND PRIVACY
10.1. A party must not disclose the other party’s
Confidential Information, unless disclosure is
required to provide the Services or is authorised in
writing by the other party. These obligations
continue beyond the expiry or termination of this
Agreement.
UNSW will pay the Contractor the invoiced Fee
within 30 days of receipt of the tax invoice.
10.2. The Contractor must handle all Personal Information
in accordance with UNSW’s Privacy Management
Plan and the PPIP Act.
EXPENSES
If Item 11 specifies that UNSW is to reimburse the
Contractor for any expenses, then UNSW will pay
those expenses provided that the expenses are
approved in writing in advance by UNSW and the
Contractor has provided evidence that they have or
will be incurred.
10.3. UNSW may require the Contractor’s personnel to
sign a Deed Poll contained at Annexure A to this
Agreement as a condition of UNSW’s acceptance of
any of the Contractor’s personnel.
9.
INTELLECTUAL PROPERTY
9.1.
If Item 12 specifies that UNSW will own the
intellectual property, then the Contractor:
11.1. The Contractor must effect and maintain during the
Agreement Term the insurance policies specified in
Item 13 and any other insurance policy required at
law to provide the Services.
11.
(a) assigns to UNSW all Intellectual Property
created by the Contractor (whether alone or
with another person) arising from or in
connection with the Services;
INSURANCE
11.2. The Contractor must notify UNSW immediately if an
insurance policy required under clause 10.1 is
cancelled.
11.3. The Contractor must, if requested by UNSW,
provide satisfactory evidence to UNSW of the
existence and currency of the insurance policies
referred to in clause 10.1.
(b) agrees that by virtue of this clause all
Intellectual Property arising from or in
connection with the Services is vested in
UNSW;
12.
(c) grants UNSW consent to do or omit to do any
act which would otherwise infringe the
Contractor's moral rights under the Copyright
Act 1968 (Cth) in relation to all works arising
from or in connection with the Services;
INDEMNITY
12.1. The Contractor (and the Contractor’s personnel)
performs the Services at its own risk and UNSW will
not be liable to the Contractor (or the Contractor’s
personnel) for any loss, damage, injury or death
sustained by any person or to any property
howsoever caused.
(d) must do all things reasonably requested by
UNSW to give effect to UNSW’s rights under
this clause; and
12.2. The Contractor indemnifies UNSW against any
claim, liability, loss or damage UNSW suffers
because of the Contractor’s failure to act or
(e) agrees that UNSW may require the Contractor’s
personnel to sign a Deed Poll contained at
-3-
(d) without reasonable cause
carrying out of the Services.
negligence with respect to death or injury of a
person, damage to or destruction of property, or
infringement of Intellectual Property in connection
with the Services.
15.5. If UNSW terminates this Agreement, such
termination will not release the Contractor from
liability in respect of any breach, or nonperformance, of any obligation by the Contractor
under this Agreement.
NEGATION OF EMPLOYMENT AND AGENCY
The Contractor will provide the Services to UNSW
as an independent contractor. Nothing in this
Agreement constitutes, or shall be taken to mean
that the relationship between the parties is an
employment relationship, partnership or principal
and agent. The Contractor (and the Contractor’s
personnel) will not represent itself as an employee
or agent of UNSW.
14.
15.6. Upon termination of this Agreement, the Contractor
(and the Contractor’s personnel) is required to return
all UNSW property and equipment to UNSW.
16.
CONTINUING OBLIGATIONS
The expiration or termination of this Agreement will
not affect any provisions that are expressed to
operate or have effect thereafter.
SPECIAL CONDITIONS
14.1. The parties agree to comply with any special
conditions specified in Item 14 and Annexure C of
this Agreement.
17.
WAIVER
The failure by a party to require performance of an
obligation under this Agreement by the other party
will not operate as a waiver of the obligation and the
other party remains liable to perform all its
obligations under this Agreement.
14.2. To the extent that there is any inconsistency
between these terms and conditions and the special
conditions in Annexure C, these terms and
conditions prevail.
15.
TERMINATION OF AGREEMENT
18.
15.1. Either party may terminate this Agreement at any
time by providing the period of notice specified in
Item 3, in writing, to the other party.
GENERAL
18.1. This Agreement cannot be varied, unless both
parties agree in writing.
18.2. If any provision of this Agreement is held to be
unenforceable, the remaining provisions will
continue in full force and effect.
15.2. Either party may immediately terminate this
Agreement if the other party breaches any term of
this Agreement and such breach is not remedied
within 7 days of the other party receiving written
notice of such breach.
18.3. If written notice is required under this Agreement,
such written notice must be delivered to the other
party’s address specified in Items 4.
15.3. UNSW may immediately terminate this agreement if
the Contractor (or the Contractor’s personnel):
18.4. This Agreement is governed by and is to be
construed in accordance with the laws in force in
New South Wales.
(a) fails to carry out the Services according to the
terms of this Agreement;
18.5. This Agreement forms the entire agreement
between the parties in respect of the subject matter
of this Agreement and supersedes all prior
agreements, understandings, undertakings and
negotiations in respect of the matters dealt with in
this Agreement.
(b) becomes bankrupt, or insolvent, or enters into a
scheme or arrangement with its creditors;
(c) is charged with any offence involving fraud or
dishonesty; or
EXECUTION
EXECUTED for and on behalf of UNSW:
…….…………………………
(Signature)
……/……/……
Date
………………………………………………
(Print name and position)
who acknowledges that he/she has authority to sign the
Agreement on behalf of UNSW
the
15.4. Upon receipt of written notice of termination by
UNSW, the Contractor will cease or reduce work
under this Agreement in accordance with the tenure
of the notice and will do everything possible to
mitigate any consequential loss to either party.
UNSW will only be liable to pay that part of the Fee
that relates to Services provided up to the date of
termination.
12.3. If UNSW becomes liable for the payment of any tax
or deduction (including without limitation GST,
PAYG Withholding and fringe benefits tax) UNSW
may deduct the amount from any monies owing to
the Contractor under this Agreement, or if no such
monies or insufficient monies are owing, recover the
amount from the Contractor as a debt.
13.
suspends
EXECUTED for and on behalf of the CONTRACTOR:
…….…………………………
(Signature)
……/……/……
Date
…………………………………………………
(Print name and position)
who acknowledges that he/she has authority to sign the
Agreement on behalf of the Contractor
-4-
ANNEXURE A – DEED POLL
THIS DEED POLL
IN FAVOUR OF
is made on
2009
University of New South Wales (ABN 57 195 873 179) (UNSW).
BY
[Contractor Personnel’s name] of [Address]
RECITALS
A
UNSW has engaged [Company Name] (Company) to provide certain services in accordance with a contractor
agreement dated [insert date] (Contractor Agreement).
B
UNSW has spent and will spend effort and/or money in establishing and maintaining its Confidential Information and
Intellectual Property.
C
UNSW has made or may make available to the Company and [Name of Contractor’s Personnel] certain information,
and UNSW has provided valuable consideration to the Company for the provision of the Services under the
Contractor Agreement.
D
UNSW requires [Name of Contractor’s Personnel] to make and abide by the following covenants regarding
Confidential Information and Intellectual Property.
THIS DEED POLL WITNESSES THAT
I [Name of Contractor’s Personnel] agree that:
1.
I have read and understand the terms of the
confidentialty obligations on the Company set out in
clause 10 of the Contractor Agreement.
2.
I will keep strictly confidential all Confidential
Information and will not disclose any of the
Confidential Information to any person.
3.
I will not use any of the Confidential Information for
any purpose other than purposes connected with the
proper performance of my duties with regard to the
provision of the Services (as defined in the
Contractor Agreement).
4.
I will not reproduce any of the Confidential
Information in any form except to the extent allowed
under the Contractor Agreement.
5.
I will deliver to UNSW (or otherwise as UNSW
directs) all materials containing any Confidential
Information in my possession or control immediately
when:
(a) UNSW requests;
(b) the materials are no longer required for the the
performance of the Services (as defined in the
Contractor Agreement); or
(c) my association with the Company ends,
whichever happens first.
6.
I grant UNSW (and UNSW’s licensees, successors in
title and authorised agents) consent to do or omit to
do any act which would otherwise infringe my moral
rights under the Copyright Act 1968 (Cth) in relation
to all copyright works I make in the course of
performing the Services or in connection with the
Contractor Agreement.
7.
If Item 12 of the Schedule to the Contractor
Agreement specifies that UNSW will own all
Intellectual Property arising from or in connection
with the Services:
(a)
I will assign to UNSW all existing and future
Intellectual Property I create in the course of
providing the Services (whether alone or with
another person); and
(b)
by virtue of this clause all existing Intellectual
Property is vested in UNSW and, on its
creation, any furture Intellectual Property will
automatically vest in UNSW.
8.
I will promptly, on request, execute all documents
and do all things necessary to vest or assign full title,
right and interest in the Intellectual Property, to
UNSW.
9.
I indemnify UNSW and will keep UNSW indemnified
against any actions, proceedings, costs, claims,
demands, liabilities which UNSW may suffer in direct
or indirect consequence of any breach by me of the
promises contained in this Deed Poll.
10. In this Deed Poll the terms “Confidential Information”,
“Intellectual Property” and “Services” have the same
meaning as clause 1.1 of the Contractor Agreement.
EXECUTED AS A DEED POLL
Signed sealed and delivered
by [name of Contractor’s Personnel] in the presence
of:
)
)
)
...............................................................
...............................................................
Witness
...............................................................
Name of Witness (print)
.............................................................
Date
Annexure A to Contractor Agreement
ANNEXURE B – SERVICE STANDARDS
[Insert service standards if applicable]
Annexure B to Contractor Agreement
ANNEXURE C – SPECIAL CONDITIONS
In addition to the standard terms and conditions, the parties agree to the following special conditions:
[Insert any special conditions]
Annexure C to Contractor Agreement