The following comprise some slides of talking points to think about in Contracting and is based on a lecture I give from time to time.
What is a contract
What are the Promises
What – Policy
What’s The Difference
When To Pay
What About Provisioning
Why – Prudence
What About Variation
Intent to create binding relations
Consideration – value?
Binding at Law
Not always in writing
Should it be a Deed?
Heads of Agreement
Agreement / Arrangement
Memorandum of Agreement – MoA
Memorandum of Understanding – MoU
Oral / informal / exchange of letter
Teaming / Consortium / Auspicing Agreements
Why in writing
Who / what are the contracting entities………
Partnerships / consortia
Proper signatory – delegations power and $$$
Authorised Officers for the contract
What is the intended goal?
Tactics – KPI’s
Is the outcome clear?
Is the preferredposition reflected in the words?
What Property ?
Who owns what?
Who owns the product?
Identify property involved – schedule or register
Can Contractor use it? – Licence it and for how long? – on what terms?
Moral rights consent
Intellectual Property Rights
Types of rights
Who owns what
Types of permissions
Issues of cultural sensitivity
When you need clearances / consent
Types of IP Rights
Literary, artistic, music and dramatic works
Photographs, cinematograph films, sound recordings, performances and broadcasts
Length of copyright
US Free Trade Agreement
Extends length of copyright in works still in copyright
Three main types of moral rights
Right to be attributed as author
Right not to be falsely attributed as authority
Right of integrity
Original author retains moral rights even if employee
Cannot be assigned or waived – must obtain specific appropriate consent – query how wide
Do the work
Start and Stop
Read & approve before starting
Special conditions – Primacy
“Key Person” involvement
Confidentiality – identify & protect
When and What to Pay
Fixed price or what?
Milestones for payment
Approval — work & invoice – relevant legislation
RCTI’s – GST and other taxes
Protection of Children
EEO & WH&S
Contractual link & consequences
Funder’s policies ?
What Performance ?
Timetable for delivery
Tie to objective criteria
Consequences of poor performance
Link to default clause
Monitoring, report & resolve mechanism
Parties – not properly identified
Start work before a signed contract
Property ownership not dealt with
Licensing rights not dealt with
IP – who owns what?
Indemnities – who and about what