Contract ManagementContract Management

Kimberley Heitman, B.Juris, Llb, AACSDirector of Legal Services,

University of Western Australiahttp://www.legalservices.uwa.edu.au/

7th April, 2004

OverviewOverview

• The Law of Contract • What is Intellectual Property?• Liability, insurance and indemnity clauses• Who can sign• Oral agreements and deemed agency• Promises and warranties• Standard agreements

The Law of ContractThe Law of Contract

• Parties• Agreed terms• Consideration• Time and breach• Research outcomes• Facilities and Infrastructure• MoU or HoA

What is Intellectual Property?What is Intellectual Property?

• Copyrights • Patents• Plant Rights• Confidential Information & “Know-How”• Trademarks• Designs• Circuit Layouts• Staff, Student and Collaborator rights• Background IP and Project IP

Liability, Insurance and IndemnitiesLiability, Insurance and Indemnities

• Contracts must specify• If UWA bears the risk, cost of insurance and

controls must be considered• Limited or conditional liability• Sub-contracts • Sole traders• Students

Who can signWho can sign

• Research Applications

• Contracts, Deeds and Guarantees

• Common Seal

• LSO checking

Oral Agreements and Deemed Oral Agreements and Deemed AgencyAgency

• Some contracts must be in writing

• Some IP must be registered

• Oral agreements are unprofessional

• Duty of staff not to exceed their authority – danger that the other party is entitled to assume staff member is duly authorised

Promises and WarrantiesPromises and Warranties

• Express or implied• Undertakings as to quality or price• Undertakings as to research outcomes• Undertakings as to official certification• Third party claims• Time of the essence

Standard AgreementsStandard Agreements

• Confidentiality Agreements• Collaborative research agreements• Student or staff sponsorships• Facilities access agreements• Material transfer agreements• IP assignments• Revenue sharing agreements• Centre or Joint Venture agreements

Thank you. Thank you.

Any Questions?Any Questions?

• Kimberley Heitman, University Lawyer• Extension 1965

• kheitman@admin.uwa.edu.au• kheitman@kheitman.com