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
Who
What Position
What are the Promises
What – Policy
What’s Performance
Why Probity
What’s The Difference
What Property
When To Pay
What About Provisioning
Why – Prudence
What About Variation

Agreement
Intent to create binding relations
Objective
Consideration – value?
Binding at Law
Not always in writing
Should it be a Deed?

Contract
Heads of Agreement
Agreement / Arrangement
Memorandum of Agreement – MoA
Partnerships
Memorandum of Understanding – MoU
Oral / informal / exchange of letter
Licenses/Leases
Teaming / Consortium / Auspicing Agreements
Why in writing

Who / what are the contracting entities………
Business names
Overseas entities
Companies
Individuals
Partnerships / consortia
Proper signatory – delegations power and $$$
Authorised Officers for the contract
Government entities

Negotiating
What is the intended goal?
Tactics – KPI’s
Is the outcome clear?
Fallback positions
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
Internet pitfalls
Statutory Licences
Entity Policy

Types of IP Rights

Copyright
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

Moral Rights

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

What Promises?

Do the work
Start and Stop
“Boilerplate”- templates
Read & approve before starting
Special conditions – Primacy
“Key Person” involvement
No assignment
Intended outcome
Confidentiality – identify & protect

When and What to Pay

How much?

Fixed price or what?

When?

How?

Milestones for payment

Invoicing

Approval — work & invoice – relevant legislation

RCTI’s – GST and other taxes

What Policy?

Protection of Children
Workers Compensation
Superannuation Guarantee
EEO & WH&S
Privacy
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

Common Mistakes

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

What Abo