Collaborative Research Project Agreement

ANU research SERVICES consultancy AGREEMENT (for an individual)

Between

The Australian National University, as represented by [insert area]

(ABN 52 234 063 906)

And

[Insert Individual’s Name]

[(ABN insert if applicable)]

HOW TO USE THIS TEMPLATE

1. Before using this template, ensure that the proposed Contractor fits the definition of a ‘contractor’ rather than an ‘employee’. The Australian Taxation Office (ATO) provides a useful tool that can guide you through this issue. The ATO tool is located on the following link:

http://www.ato.gov.au/Calculators-and-tools/Employee-or-contractor/

2. Instead of using this ANU Research Service Consultancy Agreement first consider employing the individual on a fixed term/casual basis as an ANU employee. As an employee the individual’s insurance will be met by the ANU. See Human Resources

3. Text boxes in RED have been inserted into this contract to guide you in choosing the appropriate clauses to use for taxation, superannuation issues. It is not possible to detail every scenario that may arise in circumstances that involve independent contractors. Do not hesitate to seek further advice if you are uncertain about any of these issues.

4. Make sure you have completed and reviewed the information in the Agreement Details. It is important to provide as much detail as possible in relation to the Services the Contractor will provide.

5. Once you have worked through the checklists in RED and inserted (or deleted clauses as the case may be) the relevant clauses into the contract, delete any information marked in RED along with these instructions on the cover page.

6. If you have any questions about how to use this template or if you wish to change the Intellectual Property clauses, contact the Legal Office at .

TABLE OF CONTENTS

1 DEFINITIONS AND INTERPRETATION 4

2 PRIORITY OF DOCUMENTS 8

3 Services 8

4 Term 8

5 SPECIFIED PERSONNEL 9

6 ANU Contract Manager 9

7 Subcontracting 9

8 Review and acceptance of SERVICES (AND DeliverableS) 9

9 performance and delivery obligations 10

10 Stages 10

11 Variation of Agreement OR SERVICES 11

12 ANU Supplied Material 11

13 Price and Payment Plan 11

14 taxation 13

15 Superannuation Liability 14

16 GOODS AND SERVICES TAX 15

17 Intellectual property and ownership of Data 16

18 Moral Rights 16

19 Confidentiality and Disclosure of Information 16

20 Protection of Personal Information 17

21 Warrany 18

22 Indemnity 18

23 Insurance 18

24 Audit 19

25 Conflict of Interest 19

26 business REcords 20

27 Freedom of Information 20

28 Unexpected Event 20

29 dispute resolution 20

30 Termination 21

31 Notices 22

32 General Clauses 23

Schedule 1 : AGREEMENT DETAILS 25

Attachment 1 : Specifications 29

Attachment 2 : Implementation Plan 30

Attachment 3 : Price and Payment Plan 31

anu research services CONSULTANCY AGREEMENT (for an individual)

BETWEEN: THE AUSTRALIAN NATIONAL UNIVERSITY (ABN 52 234 063 906) an institution established under the Australian National University Act 1991 (Cth), as represented by [insert area] of Acton, Australian Capital Territory, 0200, Australia.

(ANU)

AND: [INSERT INDIVIDUAL NAME] [insert address of Individual including country].

(CONTRACTOR)

Background

A. The ANU has agreed to engage the Contractor to deliver the research Services to the ANU, on the terms and conditions set out in this Agreement, as specified in the Agreement Details.

B. The Contractor has agreed to provide the University with the Services on the terms and conditions of this Agreement.

The Parties Agree

1 DEFINITIONS AND INTERPRETATION

Definitions

1.1 The following definitions are incorporated into this Agreement.

(a) Accept, Acceptance or Accepted means notification from ANU that the Service including any Deliverable meets the requirements of the Agreement as may be specified in any Specification or in the Agreement Details;

(b) Agreement means this document including the Agreement Details and annexures or any document incorporated by reference or any amendment thereof agreed in writing by the Parties;

(d) Term means the term of the Agreement in accordance with clause 4.1;

(e) ANU Data means all data and information relating to the Project or the ANU and its operations, facilities, assets and programs, including but not limited to Personal Information of any research participants, students, customers, or Personnel as defined by the Privacy Act 1988 (Cth), in whatever form that information may exist and whether collected by, entered into, stored in, generated by or processed through software, hardware or equipment by or on behalf of the ANU for accessing and making use of a Service;

(f) ANU Data Location means the overseas territory where ANU Data is to be transferred pursuant to clause 20.5, if specified in the Agreement Details;

(g) ANU Supplied Material means any Material which is:

(i) any Existing Material owned by the ANU;

(ii) any ANU Data;

as may be specified in the Agreement Details and which may be supplied to the Contractor or accessed by the Contractor pursuant to the Agreement; or

(iii) Material copied or derived from ANU Supplied Material so provided;

(h) Ceiling Amount means, as determined by the ANU, the maximum amount payable to the Contractor for the performance of the Services pursuant to this Agreement, where specified in the Price and Payment Plan;

(i) Commencement Date means the date on which this Agreement is signed by the Parties or if signed on separate days, on the date of the last signature unless otherwise specified in the Agreement Details;

(j) Completion Date means the date the Agreement ends, unless terminated earlier, as specified in the Agreement Details;

(k) Confidential Information means all information disclosed pursuant to the Agreement (irrespective of the form in which it is provided to the Recipient Party). For the avoidance of doubt, all information disclosed to a Recipient Party in the performance of the Agreement is presumed to be confidential, unless otherwise agreed in writing by the Recipient Party and the Disclosing Party. Confidential Information does not include information specified in clause 19.3:

(l) Conflict of Interest or Conflict occurs when the private interest of a Party may influence or compromise the conduct of that Party in the conduct of their activities pursuant to clause 25 of this Agreement. Apparent or perceived conflicts may undermine trust and be as damaging as actual conflict;

(m) Consequential Loss means any loss, damage or expense recoverable at law:

(i) other than a loss, damage or expense that would be suffered or incurred by any person in a similar situation to the person suffering or incurring the loss, damage or expense; or

(ii) which is a loss of:

(A) opportunity or goodwill;

(B) profits, anticipated savings or business; or

and any costs or expenses incurred in connection with the foregoing;

(n) Corporations Act means the Corporations Act 2001 (Cth);

(o) Correctly Rendered Invoice means an invoice that is rendered in the form of a tax invoice under GST law where:

(i) the amount claimed in the invoice is due for payment and correctly calculated in Australian dollars;

(ii) the invoice is set out as an itemised account, which identifies the GST exclusive amount, the GST component and the GST inclusive amount and enables the ANU to ascertain what the invoice covers and the amount payable;

(iii) the invoice is accompanied by documentary evidence that signifies Acceptance (where appropriate) has occurred with the Agreement;

(iv) the invoice is accompanied by an Expense Claim (if any Expenses have been agreed in writing beforehand by the Parties) and (wherever reasonably requested by ANU) by verifying documentation; and

(v) the invoice is addressed to the ANU Contract Manager to receive invoices;

(p) Defect means an incomplete Service or Deliverable or a fault, error, failure, degradation, deficiency or malfunction that causes the relevant Service or Deliverable not to meet the relevant Specification (where specified) or meet their purpose and other requirements under the Agreement;

(q) Deliverable means any Service or output from any Service including any document or report that is required to be provided to the ANU by the Contractor under the Agreement;

(r) Deliverables Submission Date means the date the Contractor is to provide the Deliverables to the ANU, as specified in the Agreement Details;

(s) Existing Material means any Material that is developed:

(i) prior to the Commencement Date; or

(ii) independently of the Agreement; and

that may be incorporated into a Deliverable;

(t) Expenses means any agreed reimbursable expenses as specified in the Price and Payment Plan;

(u) Expense Claim means a list of the agreed Expenses and relevant receipts for each Expense;

(v) Final Completion means, unless a date is specified in the Agreement Details, the Services will be deemed to have been completed when all of the following have occurred:

(i) all of the Services have been carried out in accordance with this Agreement; and

(ii) all of the Deliverables (including Reports) have been Accepted and submitted in accordance with the Agreement;

(w) GST means the Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth);

(x) Implementation Plan means the work break down structure or timetable of Service work to be performed by the Contractor as may be set out in Attachment 2;

(y) Insolvency Event in the context of a person means:

(i) a liquidator, receiver, receiver and manager, administrator, official manager or other controller (as defined in the Corporations Act 2001 (Cth)), trustee or controlling trustee or similar official is appointed over any of the property or undertaking of the person;

(ii) the person or the person’s property or undertaking becomes subject to a personal insolvency arrangement under Part X Bankruptcy Act 1966 (Cth) or a debt agreement under Part IX Bankruptcy Act 1966 (Cth);

(iii) the person is or becomes unable to pay its debts when they are due or is becomes unable to pay its debts within the meaning of the Corporations Act 2001 (Cth) or is presumed to be insolvent under the Corporations Act 2001 (Cth);

(iv) the person ceases to, or threatens to cease to, carry on business; or

(v) an application or order is made for the liquidator of the person or a resolution is passed or any steps are taken to liquidate or pass a resolution for the liquidation of the person otherwise than for the purpose of an amalgamation or reconstruction;

(z) Insurance means the insurance policies the Contractor is required to effect and maintain during the Term which may include Professional Indemnity Insurance or Public and Product Liability Insurance, pursuant to clause 23, as specified in the Agreement Details;

(aa) Intellectual Property or IP means all copyright (including all rights in relation to phonograms and broadcasts), all rights in relation to invention (including patent rights), plant varieties, registered and unregistered trademarks (including service marks), registered designs and semi-conductor and circuit layouts and know how, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields,

whether or not such rights are registered or capable of being registered, other than:

(i) the right to keep Confidential Information confidential; and

(ii) Moral Rights and the rights of performers;

(bb) Losses or Loss means claims, liabilities, expenses, losses, damages and costs (including but not limited to legal costs on a solicitor - client basis, whether incurred or awarded against a party);

(cc) Material means any tangible and intangible information or property including documents or other things such as software in whatever form and in which Intellectual Property rights may subsist;

(dd) Moral Rights means rights of integrity or authorship, rights of attribution of authorship, rights not to have authorship falsely attributed, and rights of a similar nature conferred by statute that may exist, or may come to exist in any Deliverable or New Material;

(ee) New Material means any Material that is:

(i) newly created by or on behalf of the Contractor during the performance of the obligations under the Agreement;

(ii) incorporated into a Deliverable; and

(iii) delivered to the ANU in accordance with the requirements of the Agreement,

except for any Material that is Existing Material or any adaptation, translation or derivative of that Existing Material;

(ff) Notice means a notice, demand, consent, approval or communication in writing issued pursuant to clause 31 of this Agreement as specified in the Agreement Details;

(gg) Party means either of the ANU or the Contractor and Parties means both the ANU and the Contractor;

(hh) Personal Information has the same meaning given to it in the Privacy Act 1998 (Cth) and means information or an opinion about an identified individual, or an individual who is reasonably identifiable:

(i) whether the information or opinion is true or not; and

(ii) whether the information or opinion is recorded in material form or not;

(ii) Personnel means in relation to a Party, any natural person who is a director, officer, employee, agent or professional adviser of that Party (as applicable); and

(i) in the case of the Contractor, the Specified Personnel and any Subcontractor of the Contractor and Subcontractor Personnel;

(ii) in the case of the ANU, the persons identified in the Agreement Details;

(jj) Price means an itemised Price (including a rate for a unit), payable in Australian dollars by the ANU for a Service and Expenses (if any) as specified in the Price and Payment Plan;

(kk) Price and Payment Plan means the document that sets out the Price and payment arrangements as agreed by the Parties as set out in Attachment 3 of the Agreement Details;

(ll) Professional Indemnity Insurance means a form of Insurance that indemnifies the insured against the consequence of a breach of professional duty and particularly professional negligence;

(mm) Public and Product Liability Insurance means insurance under which the insurer agrees to indemnify the insured for legal liability owed to another person who suffers loss or damage by reason of the insured’s business activities;

(nn) Service means any item or thing to be provided or performed under the Agreement, including any Deliverable, as described in the Agreement Details;