What is a contract?
Who can sign contracts?
Who is responsible for Research contracts and consultancies?
What are the important issues to consider when reviewing or preparing intellectual property clauses in contracts?
What is an indemnity clause, and what is the University's position in relation to giving and requesting indemnities?
How do I obtain advice on the University's insurance arrangements and whether the University can meet its insurance obligations in a particular contract?
Where should contracts be stored?
Where do I get assistance?

What is a contract?

Contracts are important legal documents that protect the interests of the University and its clients and affiliates.

Contracts can take a variety of forms, including:

  • Agreements
  • Deeds
  • Memoranda of Understanding
  • Licences
  • Leases
  • Mortgages
  • Memoranda of Transfer
  • Certificates of Title.

Who can sign contracts?

Only members of the senior Executive of the University (the Vice-Chancellor, Deputy-Vice-Chancellors and the Vice-Presidents) or staff authorised under the provisions of the University's Policy on the Delegation of Authority to Enter into Contracts may sign contracts and other legally binding instruments on behalf of the University.

Who is responsible for Research contracts?

The Research Development and Support  should be contacted to assist in the development and negotiation of research contracts and consultancies as early as possible. The activity will be assessed to identify all component activities that meet the Higher Education Research Data Collection definition of research.  Wherever possible, the contract will be structured to allow for publication of results.

Individual researchers are responsible for performance of the contract and must familiarise themselves with the various contractual obligations.  The Grants Finance Office will assist with financial reporting.

For further information about research contracts please contact the Director, Research Services.

What are the important issues to consider when reviewing or preparing intellectual property clauses in contracts?

While the IP clauses in a contract should generally be consistent with the University's Intellectual Property Policy, different considerations will apply to each individual contract. Issues to consider include:

  • the nature and value of University intellectual property which will be created under the contract
  • if the intellectual property has commercial value, which party is responsible for commercialisation
  • whether the University is required to assign or licence its IP under the contract, and if so, whether the terms for this are reasonable
  • whether the contract will result in student intellectual property being developed, and if so, whether the contract recognises this and provides for the other party to comply with the University Intellectual Property Policy and Research Higher Degree Policy and Procedures.  In this case the procedures for Student Intellectual Property, Confidentiality and Contractual Agreements provide advice.

What is an indemnity clause, and what is the University's position in relation to giving and requesting indemnities?

Many contracts have indemnity clauses which require the indemnifying party (the indemnitor) to give a guarantee to the party being indemnified (the indemnitee) that it will meet any losses or damage suffered by the indemnitee arising in the course of the contract.

The University generally requires an indemnity from other parties, particularly where the University is contracting to receive services or advice. Any indemnity given by the University to another party should be limited to loss and damage to the other party caused directly as a result of negligent acts or omissions of the University in the course of the contract.

Under no circumstances should the University indemnify the other party for any losses which might arise as a result of that party acts or omissions under the contract.  The University will not accept any clause which requires the University to give a "hold harmless" undertaking to the other party.

If you require advice on an indemnity clause, you should contact Legal Services Telephone 8201 7721. Email: legal@flinders.edu.au.  Please attached the contract as it may be neccessary to talk to our Insurance Officer.

How do I obtain advice on the University's insurance arrangements and whether the University can meet its insurance obligations in a particular contract?

Advice on the University's insurance policies and procedures can be obtained from the Risk and Insurance office:

Email: riskandinsurance@flinders.edu.au

Phone: 08 8201 2618

Where should contracts be stored?

The original or true copy of a contract must be stored in a secure location. In most cases, contracts are stored in Central Records. In some instances, routine and low risk contracts may be stored at the local level.  Detailed requirements are provided in the Records Management System Rules.  For more information on the storage and filing of contracts, contact Central Records on extension 13056.

Where do I get assistance?

Online assistance is available for: