Bringing knowledge to life
Pro Forma Short Form Consulting Proposal
(for projects less than $50,000)
This pro forma remains current until 1 January 2009.
It has been prepared by BSUand Office of the University Legal Counsel (OULC), and is an alternative to the Standard form and can be used for projects less than $20,000. It should only be used for consultancy projects and is best suited for projects where:
· UWS and the Client have previously worked together, and
· The Client is known to be seeking a single proposal, ie, from UWS
· The short form is known to be sufficient for the scope of the project (e.g. limited services and deliverables)
Compulsory Procedures:
· The project must have been approved by the relevant delegates within your School / College and by BSU before this proposal is sent to the prospective client.
· Two copies of a proposal should be sent to a client:
o One for the Client to keep, and
o One to sign and return to UWS.
· The UWS project manager should sign both copies of the letter of proposal on the front page.
· No changes to the proforma may be made. You may add the Clients details to the letter and information to the Project Description. Any other change MUST be approved by BSU and OULC, this includes the use of the clients own contract documents.
Proposal Preparation
· Insert the project title in the ‘subject’ of the letter of proposal.
· Complete each section of the project summary in accordance with the guidelines for proposals for standard projects
· Send the Letter of Proposal, Project Description and Terms and Conditions to the Client.
· DO NOT send this page to the Client.
[ This page only on UWS Letterhead ]
[ insert date ]
[ insert client name
Address line 1
Address line 2 ]
Dear [ insert first name of client ]
RE: Consultancy for [ insert project title ]
The University of Western Sydney is pleased to offer you the consultancy services set out in the attached Project Description.
If you wish to accept the University’s offer, could you please sign and return a copy of this letter as soon as possible and no later than [ insert date ], otherwise this offer will lapse.
Please note that, upon your acceptance and signature, a contract will exist between your organisation and the University of Western Sydney, consisting of this letter, the attached Project Description and Standard Terms and Conditions.
If you wish to proceed, please send a signed copy of this letter (including the attachments) to:
Business Services Officer - Consulting
Office of Business Development
Locked Bag 1797
PENRITH SOUTH DC NSW 1797
Facsimile: 02 9685 9863
Yours sincerely
[ insert name ]
Position title
Attachment: Project Description
Standard Terms and Conditions for UWS Minor Consultancy Services
Accepted and Agreed:
Name: ______Signature: ______
(Please print)
Position: ______Date: ______
ABN: ______
(If Applicable)
Bringing knowledge to life
Project Description
Name of ProjectProject Managers / Client / UWS
Name:
Telephone:
Mobile Phone:
Facsimile:
Email:
Expected Start Date / Expected Completion Date
Agreed scope / services to be provided
Total Price
Excluding GST / Including GST
Milestones and Payments
Client Inputs and Timing
Frequency of Work in Progress Meetings
A1539 - pro forma short consulting proposal.doc 1
Terms and Conditions
Terms for UWS Minor Consultancies
Consultancy Services
1. UWS will use reasonable endeavours to provide the services and the deliverables described in the annexed UWS letter of offer and project description at the required dates.
2. UWS may sub-contract provision of the services or deliverables.
3. If the parties have agreed in writing that named personnel will provide the services, UWS will use reasonable endeavours to make those personnel available.
4. The services or deliverables, and the applicable fee, can only be changed by written agreement between the parties.
5. Unless otherwise agreed in writing, UWS may provide similar or identical services or deliverables to a third party.
Client Inputs
6. The Client will provide the Client Inputs at the dates specified in the annexed UWS letter of offer and project description, and agrees that delay in providing client inputs may result in delay in UWS providing services or deliverables.
Payment
7. The Client will pay UWS the Fee in the annexed UWS letter of offer and project description. UWS will, on request, provide the Client with a tax invoice. The Fee is inclusive of any GST which may be payable in relation to the services and deliverables, in accordance with A New Tax System (Goods and Services Tax) Act 1999, as amended. If agreed in writing, UWS may also charge the client for specified costs of providing services or deliverables.
Ownership of Deliverables
8. The deliverables and all intellectual property in the deliverables remains the property of UWS until the client has paid all the Fee, taxes and costs.
Ownership of Intellectual Property
9. All UWS existing intellectual property remains the property of UWS. Subject to clause 8, UWS provides the client with a licence to use existing intellectual property only to the extent that such a licence is necessary for use of the deliverables for the intended purpose.
10. Subject to clause 8, new intellectual property in the services deliverables becomes the property of the client other than any new intellectual property in the services or deliverables unrelated to the purpose for which the services or deliverables are intended by the client, which will be treated by the client as confidential will remain the sole and exclusive intellectual property of UWS.
11. So far as new intellectual property in the services or deliverables belongs to the client, the client grants UWS an irrevocable and perpetual licence to utilize the intellectual property in the services or deliverables for the purposes of publication, research or education.
Confidentiality
12. The parties agree not to disclose this agreement or any confidential information except with written consent of the other party, or as required by law.
Risks
13. The University excludes all warranties other than that it will carry out the services to professional standards appropriate to the nature of the services. Except as required by statute, UWS has no liability under this agreement. The client accepts the services and deliverables at its own risk. The client indemnifies UWS against any claim by a third party for any injury or loss whether arising directly or indirectly or as a consequence of the services or deliverables, or their use by the client. The client will obtain and hold insurance insuring the client in respect of any injury or loss that may arise from its use of the deliverables or reliance on the services.
Disputes
14. The parties agree to attempt to resolve any dispute by timely negotiation, including by reference to personnel with authority to settle the dispute, before referring the dispute to any external party. If the dispute relates to a discrepancy in the services or deliverables the parties shall agree in writing as to the discrepancies in the services and the rectification to be provided by UWS. If a dispute is not resolved within 20 working days of notice being issued by a party of the existence of a dispute, the dispute may be referred to a court, or, if agreed by the parties, to some other form of alternative dispute resolution.
Where this Agreement can be enforced
15. This agreement is governed by the law of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
This is the Whole Agreement
16. This agreement is the entire agreement between the parties and displaces all prior agreements, negotiations and representations in respect of its subject matter.
Headings
17. Headings do not form part of this agreement.
Waiver
18. A waiver of any rights or obligations under this agreement will only be effective if agreed in writing. Forbearance by a party in enforcing its rights will not prevent the party later enforcing its rights, even if the defaulting party relied on that forbearance. A waiver of one term of this agreement will not effect the enforceability other terms of this agreement.
Changing this Agreement
19. This agreement may only be amended by agreement in writing between the parties.
Unforeseen or Uncontrollable Events
20. Neither party shall be liable for a delay or failure in performing this agreement if it is due to an act of God, a decision or act of government, a natural disaster, fire, flood, strike, lock-out, civil disturbance, terrorist act, war or conflict short of war, or other event beyond the reasonable control of the party which prevents performance. However the parties shall use their best endeavours to expeditiously resume performing their obligations once it is possible to do so.
Logos, Names, Trademarks, Endorsement
21. Neither party can use the names, logos or trademarks of the other without the prior written consent of the other. Unless otherwise agreed in writing, the client shall not represent that UWS endorses the client or its products or services.
Any unenforceable provisions will be separated from the agreement
22. If a provision or part of a provision of this agreement is unenforceable, the parties agree to sever it from this agreement and that remaining provisions have full effect.
Written agreement required for assignment
23. Rights under this Agreement may not be assigned except by written agreement between the parties.
Relationship Between the Parties
24. Each party is an independent contractor. This agreement does not constitute a partnership or agency between the parties and neither party shall represent that it has authority to act on behalf of or bind the other.
Surviving clauses termination
25. Clauses 8 to 15 survive termination of this agreement and remain in effect.
Inconsistency
26. If there is an inconsistency between these terms and conditions and the annexed UWS letter of offer and project description, these terms and conditions shall take precedence.
Definitions
In this Agreement:
“Agreement” means these terms, together with the annexed UWS letter of offer and project description.
“Confidential information” means this agreement, all information notified at or prior to communication of the information to the other party as being confidential and information referred to in clause 10, other than information already in the public domain.
“Intended purpose” means only the primary purpose inherent in the nature of the deliverables and services in the context of the intended use the client is able to prove was its intention as at the time of entry into this agreement.
“Existing Intellectual Property” means Intellectual Property created prior to or separately from performance of this agreement.
“Intellectual Property” means all statutory and other proprietary rights, and rights to apply for statutory recognition, including in respect of patents, copyright, designs, plant varieties, circuit layouts, trademarks, know how and confidential information.
“New Intellectual Property” means Intellectual Property brought into being in the creation of the deliverables or performance services, other than Existing Intellectual Property.
“Rectification” means agreed correction of a defect in a service or deliverable to bring it into conformance with the service or deliverable described in the annexed project description.
A1539 - pro forma short consulting proposal.doc 1