INSTRUCTIONS FOR USING
CONTRACTOR/CONSULANT AGREEMENT (Sole Trader 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 sole traders.

UNSW policy is to pay superannuation in accordance with SGC legislation (currently 9.25%), unless
it can be demonstrated that an exemption applies – ensure you include this in the rate you
negotiate with the contractor.

You must indicate in Item 9 whether the fee is inclusive or exclusive of GST and superannuation.
The default is that i the fee is inclusive of GST (if GST is payable) and superannuation.

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 four 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.
 Service Standards (Annexure A) – 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 A.
 Special Conditions (Annexure B) – 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
B.
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:

Australian Business Number has been obtained
Signed:
ABN: ______________________________
Print Name:
Detach this page prior to issuing the Contractor/Consultant Agreement
and store it on the individual’s file.
CONTRACTOR/CONSULTANT AGREEMENT (Sole Trader version)
This Agreement dated ______________ is between:
1.
The University of New South Wales (ABN 57 195 873 179) (UNSW); and
2.
[Insert name of individual (ABN [insert])(Contractor),
and comprises the Schedule, the Terms and Conditions, Annexure A (if indicated in Item 6 of the Schedule) and
Annexure B (if indicated in Item 13 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 15.1)
Notice required to terminate
[insert notice period – normally 4 weeks]
the Agreement:
CONTACT DETAILS
Item 4 (cl 18.3)
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]
Item 6 (cl 3.1(b))
Service standards




Not applicable
In accordance with Annexure A
Item 7 (cl 3.1(c))
Timetable for provision of
Not applicable
services:
In accordance with the following timetable:
Date:
Milestone:
Instalment
[Insert date]
[Insert Milestone]
$[insert amount]
[Insert date]
[Insert Milestone]
$[insert amount]
Item 8 (cl 5.2)
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]
CONTRACTOR’S FEE
Item 9 (cl 6)
Contractor’s Fee:
$[insert] (including GST and superannuation) 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 10 (cl 7)
Contractor’s Expenses
 Not applicable
 Other – [insert]
payable by the UNSW:
 Travel
INTELLECTUAL PROPERTY
Item 11 (cl 8)
IP arising from or in
 UNSW will own IP
 IP Arrangements as per
connection with the Services:  Contractor will own IP
special conditions
INSURANCE POLICIES
Item 12 (cl 10.1)
Insurance policies that
Contractor must effect:
 Public liability insurance (at least $10 million) (mandatory)
 Professional indemnity insurance (required unless

SPECIAL CONDITIONS
Item 13 (cl 14)
Special conditions
Business Unit waives requirement)
Other – [insert]
 Not applicable
 In accordance with Annexure B
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TERMS AND CONDITIONS
1.
DEFINITIONS AND INTERPRETATION
1.1.
In this Agreement:
(b) according to any standards that normally apply
to the Services and any service standards set
under Item 6;
(a) Agreement Term means the term in clause
2.1, including any extension under clause 2.2.
(c) before the end of the Agreement Term and
according to the deadlines or milestones
specified in any timetable set under Item 7.
(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).
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 15.
4.
ASSIGNMENT AND SUB-CONTRACTING
4.1.
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.
4.2.
Subject to the Contractor’s obligations under this
Agreement (including with respect to conflict of
interest), the Contractor may provide services to
third parties.
5.
EQUIPMENT
5.1.
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.
5.2.
If Item 8 specifies that UNSW will provide
equipment or facilities for use by the Contractor,
then the Contractor must:
(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)
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.
(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.
(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 15 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:
(a) use that equipment or those facilities only for
the purpose of providing the Services;
(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.
(a) in a diligent and professional manner, and with
the necessary skill and care required to
perform the Services;
-2-
6.
CONTRACTOR’S FEE
6.1.
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.
6.2.
6.3.
with or arising from the Services without UNSW’s
prior approval in writing.
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.
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.
6.4.
UNSW will pay the Contractor the invoiced Fee
within 30 days of receipt of the tax invoice.
7.
EXPENSES
INTELLECTUAL PROPERTY
8.1.
If Item 11 specifies that UNSW will own the
intellectual property, then the Contractor:
10.
INSURANCE
SUPERANNUATION
If superannuation is payable, UNSW will contribute
the
minimum
amount
to
a
complying
superannuation fund.
12.
INDEMNITY
12.1. The Contractor performs the Services at his/her
own risk and UNSW will not be liable to the
Contractor for any loss, damage, injury or death
sustained by any person or to any property
howsoever caused.
If Item 11 specifies that the Contractor owns the
Intellectual Property, then the Contractor hereby
grants UNSW an irrevocable, perpetual, royaltyfree, non-transferable and non-exclusive licence to
use the Intellectual Property for:
12.2. The Contractor indemnifies UNSW against any
claim, liability, loss or damage UNSW suffers
because of the Contractor’s failure to act or
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.
(a) purposes arising from or in connection with the
Services; and
(b) making copies for archival purposes.
The Contractor must not publish any articles,
statements or any other information in connection
The Contractor must handle all Personal
Information in accordance with UNSW’s Privacy
Management Plan and the PPIP Act.
11.
(d) must do all things reasonably requested by
UNSW to give effect to UNSW’s rights under
this clause.
8.4.
9.2.
10.4. If the Contractor suffers from any illness or injury
arising from performing the Services, the Contractor
is solely liable, and the Contractor is responsible for
effecting and maintaining personal accident and
illness insurance to cover such circumstances.
(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; and
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.
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.
10.3. 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;
8.3.
9.1.
10.2. The Contractor must notify UNSW immediately if an
insurance policy required under clause 10.1 is
cancelled.
(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;
8.2.
CONFIDENTIALITY AND PRIVACY
10.1. The Contractor must effect and maintain during the
Agreement Term the insurance policies specified in
Item 12 and any other insurance policy required at
law to provide the Services.
If Item 10 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.
8.
9.
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.
-3-
13.
NEGATION OF EMPLOYMENT AND AGENCY
UNSW will only be liable to pay that part of the Fee
that relates to Services provided up to the date of
termination.
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 will not represent itself
as an employee or agent of UNSW.
14.
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.
SPECIAL CONDITIONS
15.6. Upon termination of this Agreement, the Contractor
is required to return all UNSW property and
equipment to UNSW.
14.1. The parties agree to comply with any special
conditions specified in Item 13 and Annexure B of
this Agreement.
16.
14.2. To the extent that there is any inconsistency
between these terms and conditions and the special
conditions in Annexure B, these terms and
conditions prevail.
15.
The expiration or termination of this Agreement will
not affect any provisions that are expressed to
operate or have effect thereafter.
17.
TERMINATION OF AGREEMENT
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.
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.
15.3. UNSW may immediately terminate this agreement if
the Contractor:
(a) fails to carry out the Services according to the
terms of this Agreement;
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.
(b) becomes bankrupt, or insolvent, or enters into
a scheme or arrangement with its creditors;
18.4. This Agreement is governed by and is to be
construed in accordance with the laws in force in
New South Wales.
(c) is charged with any offence involving fraud or
dishonesty; or
suspends
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.
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.
(d) without reasonable cause
carrying out of the Services.
CONTINUING OBLIGATIONS
the
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.
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.
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
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 – SERVICE STANDARDS
[Insert service standards if applicable]
Annexure A to Contractor Agreement
ANNEXURE B – SPECIAL CONDITIONS
In addition to the standard terms and conditions, the parties agree to the following special conditions:
[Insert any special conditions]
Annexure B to Contractor Agreement