Contract for Supply of Service
AGREEMENT for CONTRACT for SERVICES
THIS AGREEMENT is made this ______day of______2006
BETWEEN
THE UNIVERSITY OF OTAGO, DUNEDIN, NEW ZEALAND,
("the University”)
AND
XXXX (individual’s name, or note trading as name or company name if applicable)
("the Contractor”)
1. BACKGROUND
1.1 The University requires the services of a XXXXX to provide those services listed in Clause 2 below to attain the following main objectives:
(a)
(b)
(c)
(d)
1.2 The Contractor possesses the special expertise and experience required and has agreed to provide the services to the University.
1.3 This contract is a sub-contract for services as described herein being part of services required under a head agreement with XXXXXX, Contract # XXXXXX dated XXXXXX. Clauses XXXXXX to XXXXXX being general terms and conditions of the head agreement attached at Appendix XXXXXX, apply to this sub-contract. THIS CLAUSE IS SUBJECT TO REQUIREMENT AND MAY BE DELETED
2. NOW THEREFORE IT IS AGREED as follows:
2.1 The Contractor shall provide the following services to the University at the PLACE/DEPARTMENT for the period commencing DATE and ending DATE:
(a) LIST OF SERVICES/OUTCOMES HERE
2.2 In providing these services, the Contractor shall liaise, maintain good relations with the staff of the University and consult with the staff on matters relevant to their responsibilities.
2.3 The Contractor is at all times an independent contractor and not an employee of the University and has no authority to make representations or incur liability on behalf of the University.
2.4 The Contractor shall be responsible for his/her own liability for tax and levies under the Accident Insurance Amendment Act 2000 and its amendments.
2.5 The Contractor must comply with the Goods and Services Tax Act of 1985.
2.6 If applicable, the University shall deduct 20 percent withholding tax from the amount owing to the Contractor unless the Contractor acquires exemption from the New Zealand Inland Revenue Department. OR
(FOR NON-RESIDENT CONTRACTORS: The University shall deduct the appropriate level of non-resident withholding tax from the amount owing to the Contractor unless the Contractor acquires exemption from the New Zealand Inland Revenue Department.) OR The contractor has a Withholding Tax exemption certificate (copy attached) and withholding tax deductions do not apply. DELETE ONE, IF IN DOUBT CONTACT HR DIVISIONAL MANAGER
2.7 The University shall pay by the end of the month following receipt of appropriate monthly invoices the sum of $XXXX plus GST to the Contractor. The total sum for this contract is $XX.
2.8 The University shall provide the necessary equipment, supplies, stationery and access to the University’s email system for the Contractor’s use while undertaking the services described in Clause 2.
2.9 Any additional resources that may be required from time to time shall be submitted by the Contractor to the University on a case by case basis for approval but the University shall be under no obligation to reimburse the Contractor for any costs incurred by him/her in providing the services to the University.
2.10 The University is under no obligation to renew the Agreement or offer a new Agreement to the Contractor upon expiry of this Agreement.
2.11 The Contractor shall make himself/herself available for consultation by the University by telephone at reasonable times;
2.12 The Contractor shall report to the XXXXXXXX or nominee and shall carry out no work without XXXXXX or nominee’s approval.
2.13 The Contractor shall prepare weekly/fortnightly/monthly (insert how often) reports of his/her activities if required by the University.
2.14 The provisions of the Copyright Act 1994 shall apply to the Contractor.
2.15 The Contractor shall provide the services described in Clause 2.1 to the standard which the University expects; provided the payment of Contractor’s invoices may not be unreasonably withheld if the provision of services to the agreed standard has been prevented by some action or inaction on part of the University;
2.16 No modification or variation of this Agreement or any of its terms and conditions shall be made unless agreed to in writing in advance by both the Contractor and the University.
2.17 Neither party shall be liable to the other for any failure to perform this Agreement due to frustration of it by any cause beyond either party’s control including any act of Government such as a change in legislation, regulation, or order under any legislative authority.
2.18 The contractor hereby indemnifies the University from all claims (including the legal and other costs associated with such claims) which result from any breach by the contractor of its obligations under this agreement or of any breach by the contractor of professional obligations by which the contractor is bound.
2.19 Except where the contractor already holds professional indemnity insurance, the University will arrange such cover for the contractor in respect of the contractor's performance hereunder. The contractor shall give the University immediate notice in writing to HR Strategy Manager, Human Resources Division, P O Box 56, Dunedin of:
(a) any claim made against the contractor;
(b) the receipt of notice from any person of any intention to hold the contractor responsible for the results of an alleged negligent act, error or omission
(c) any circumstance of which the contractor shall become aware which may give rise to a claim or claims under the insurance policy.
The contractor shall be solely liable for any consequences of the contractor's failure to give notice as required by this clause. The obligation to notify applies regardless of the apparent extent of any potential liability.
(d) (Delete what does not apply)
(i) The contractor does hold professional indemnity insurance, OR
(ii) The contractor does not hold professional indemnity insurance.
2.20 The Contractor shall keep a record of his/her hours of work and the University shall be entitled to access that record promptly on request.
2.21 The Contractor shall be obliged to act professionally, honestly, diligently and with due care in performing the services under this Agreement.
2.22 The Contractor shall comply with all statutory obligations including the Privacy Act, the Health Information Privacy Code and the Health and Safety in Employment Act.
2.23 The Contractor shall perform the services personally and may not delegate or assign either this Agreement or the performance of the services without the express prior approval of the University in writing.
2.24 The Contractor shall comply with the University’s policies which may be from time to time in force.
2.25 The Contractor shall not accept any remuneration from any other source for services of the same nature as those provided under this Agreement without the express prior approval of the University.
3. CONFIDENTIALITY
3.1 The Contractor acknowledges that in the course of providing the services to the University he/she will acquire confidential information, including any information relating to:
(i) personal information of any of the employees, students and patients of the University; and
(ii) the business practices, techniques or methods of operation of the University.
3.2 The Contractor shall not during the term of this Agreement or at any time thereafter divulge to any person any such confidential information except in the proper course of his/her duties or use or attempt to use any such confidential information in any manner which may injure or cause loss either directly or indirectly to the University or its business or may be likely to do so.
3.3 On the expiry or earlier termination of this agreement the Contractor shall return to the University forthwith any books, records, papers, or other property in his/her possession belonging to the University.
4. INTELLECTUAL PROPERTY
4.1 Ownership of all copyright and other intellectual property rights developed by the Contractor in the course of performing the services will be exclusively vested in the University.
5. PUBLICITY
5.1 The Contractor shall not make (and shall procure that his/her/its employees, contractors and agents do not make) any press or other public announcement concerning any aspect of this agreement, or make any use of the name of the University's or any of its employees, students, contractors or agents in any publication or otherwise in connection with this agreement, without the prior written consent of the University.
6. TERMINATION OF AGREEMENT
6.1 Either party may terminate this agreement by giving one month’s written notice.
6.2 Where this agreement is terminated by notice by the Contractor or the University, the University shall have the option of electing that the Contractor ceases providing the services immediately or at any time during the notice period without affecting the University’s obligation to continue paying the Contractor’s remuneration until expiry of the notice period.
7. THE AGREEMENT
7.1 This agreement supersedes and replaces all previous contracts, written and verbal, between the parties and constitutes the entire agreement between the parties.
7.2 Neither party may assign their obligations and rights under this agreement to any other person in any circumstances whatsoever except with the prior written consent of the other party.
7.3 No waiver of any breach of this agreement shall be deemed to be a waiver of any other or subsequent breach. The failure of either party to enforce any provision of this agreement at any time shall not be interpreted as a waiver of the provision.
7.4 This Agreement shall be construed in accordance with the laws of New Zealand. Any dispute between the parties arising out of this agreement shall be decided by a single arbitrator agreed upon by the parties. If the parties fail to agree the arbitrator shall be appointed by the President for the time being of the Otago District Law Society. A reference of any dispute shall be a submission to arbitration within the meaning of the Arbitration Act 1996.
Signed by the Contractor, : Date:…../…../…….
in the presence of: Date:…../…../…….
Signed for and on behalf of
THE UNIVERSITY OF OTAGO
by the HR Divisional Manager: Date:…../…../…….
in the presence of: Date:…../…../…….
Revised May 2008
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