University of Tasmania, Australia

Introduction

This short-form contract is for use when engaging the services of an independent contractor for the provision of professional services. The contract has 13 standard terms with provision for insertion of the variable information ("variables") in the boxes set out on the first page.

If the standard terms as presently drafted apply to your transaction, you may complete the variables and arrange for the contract to be executed on behalf of the University without contacting the Legal Office. However, if any of the standard terms require amendment, please contact the Legal Office to discuss your requirements.

An explanation is set out below for each of the 13 terms of the contract. If you require further clarification of any aspect, please telephone the Legal Office on +61 3 6226 7559.

CLAUSE 1

This clause establishes the relationship between the parties as client and contractor and makes provision for-

The Client

The client is named as the University of Tasmania, which is an incorporated body. If you wish to record that, for the purposes of your transaction, the University is acting through your school or department, insert the following directly below "University of Tasmania": "through the [name of your school or department]".

The Contractor

The contractor named on the contract must be a legal entity capable of being sued. Accordingly you should obtain from the contractor the nature of the legal entity through which the services will be performed.

The possible options are:

• The contractor is an individual trading under his or her own name (e.g. James Brown, Librarian). In this instance the individual will be the party to the contract and his or her name and given address should be recorded in Box 2
• The contractor is an individual trading under a registered or unregistered business name (e.g. "Librarian Contracting Services"). In this case the individual will still be the party to the contract and his or her name followed by the words "T/A as [business name]" and the given address should be recorded in Box 2
• The contractor is a partnership of two or more individuals who may or may not be trading under a business name. In this case the full names and addresses of all the partners should be inserted in Box 2 together with (if appropriate) any business name as indicated above. If the amount of information will not fit, insert the words "See attached Contractor Details" in Box 2 and attach a clearly identified document setting out the relevant information
• The contractor is incorporated (e.g. J Brown Pty Ltd or J Brown Ltd or Librarian Contracting Services Inc). In this case, the full name of the corporate body together with its Australian Company Number (ACN) together with its registered address will be inserted in Box 2. You should be able to obtain all the appropriate information from the contractor's pre-contract correspondence. However, if you are unable to obtain all the information you require or have some doubts about the exact nature of the legal entity, please arrange for an ASIC data base search through the Legal Office

Irrespective of the legal form of the contractor, it is the University policy to only deal with contractors who have an Australian Business Number (ABN). The ABN should be included in the contractor's details in Box 2.

If you wish to enter into a contract with a contractor that does not have an ABN, the University will have certain obligations to the ATO and accordingly, you should contact Financial and Business Services before the contract is signed.

The Term

The term of the contract is to be inserted in Box 6. The "Commencement date" may be a specific date or it may state "upon the Contractor signing this contract". The date of completion should be a specific date. If the completion date needs to be extended, the contract can be subsequently varied through the Legal Office.

Location

Box 8 requires a description of the site at which the services are to be performed.

CLAUSE 2

Box 7 provides for the price (inclusive of GST) at which the contractor will perform the service and the manner in which the University will make payment. The price will usually be paid as a lump sum on completion of the services but may be paid by weekly, fortnightly or monthly instalments or upon the completion of certain milestones. In any event, payment will only be made once the University has received a tax invoice and which includes the amount of GST payable.

CLAUSE 3

This clause imposes, among other things, qualitative imperatives on the contractor. Box 9 allows for insertion of the times upon which the contractor may access University premises. Most contractors require access to the University during normal business hours but this variable can be altered to suit.

CLAUSE 4

The effect of this indemnity clause is to transfer to the contractor all risk of personal injury or damage to property caused by the contractor while performing the services.

CLAUSE 5

This clause imposes an obligation on the contractor to take out appropriate insurance cover before commencing the services. Generally, a contractor will be required to have all three categories of insurance as listed in Box 10. If you experience any difficulties with the insurance requirements, please contact the Assistant Director, Finance Operations on telephone +61 3 6324 3925.

The requirement for the University's name to be noted on the contractor's policy is designed to allow the University to claim directly against the insurance company and not have to sue the contractor to gain an entitlement to any indemnification.

CLAUSE 6

This clause is designed to protect the confidentiality of relevant University information.

CLAUSE 7

The purpose of this clause is to ensure that the University retains ownership of any intellectual property it has contributed to enable the contractor to perform the service. It also ensures that the University will own all intellectual property or materials created during the performance of the services.

CLAUSE 8

The clause ensures that the University may use the outcome of the services in a way that will not infringe any moral rights (as defined in clause 8.2) that the Contractor may claim as a result of its performance of the service.

CLAUSE 9

The University will generally be entitled to terminate the contract as soon as the contractor breaches one of the terms of the contract. This clause provides the contractor with a 14-day period of grace in which to remedy any breach and remove any doubt that may have existed as to whether there had been a breach.

CLAUSE 10

This clause prevents either party from transferring its interest in the contract to any third party without the consent of the other party.

CLAUSE 11

The purpose of this relationship clause is to assist in ensuring that the contractor does not have any authority to act on behalf of the University during the performance of the service.

CLAUSE 12

The purpose of this clause is to ensure that any dispute between the parties will be resolved in the Tasmanian courts and that such courts will apply Tasmanian law. The clause anticipates a contractor from either interstate or overseas.

CLAUSE 13

The purpose of this clause is to assist in ensuring that the performance of the contract is not governed by any oral or written statement that is not expressly included in the contract.

CLAUSE 14

If you believe that additional clauses will be required to protect the University's interests, please contact the Legal Office for assistance in drafting the required clause(s) which will be included in an attachment.

7 October 2003
Darryl Massie, Legal Officer
Tel: +61 3 6226 7559
E-mail: Darryl.Massie@utas.edu.au