1. Purpose of procedures
These procedures specify the requirement and processes associated with the Management of Contracts and Memoranda of Understanding (MOUs).
Please refer to section 3 (Definitions) of the Management of Contracts and Memoranda of Understanding (MOU) – Governing Policy for definitions specific to these procedures.
3. University agreements
It is vital that there is a clear understanding of the type of agreement that is being entered into i.e. deed, contract or Memorandum of Understanding (MOU) to ensure the appropriate procedures are followed. Guidance on definitions are set out in section 2 (Definitions) of the Management of Contracts and Memoranda of Understanding (MOUs) – Governing Policy. Where it is unclear further advice should be sought from Corporate Services.
4. Managing risk in University agreements
4.1 Risks associated with all contracts, MOUs, deeds and agreements must be considered in accordance with section 4 (Risk Management) of the Management of Contracts and Memoranda of Understanding – Governing Policy.
4.2 The following table is provided to assist in managing the risks in executing an agreement on behalf of the University. See also, Appendix One – Agreement Check List. This check list is to be completed, signed and provided to the financial delegate with responsibility to execute the agreement. In addition to this check list, a simple workflow diagram is provided as Appendix Two – Finalising a University Agreement,
Table 1: Agreement risk assessment
Note: If the execution of an agreement is likely to be rated as a Moderate, Significant or High risk to the University, a Risk Identification Form should be completed, as provided in the University’s Risk Management Procedures and sent to the Chief Operating Officer for consideration before the agreement is finalised. To assess a risk rating, refer to the University’s Risk Management Procedures.
5. Use of standard University agreements and consultation with advising Cost Centres
5.1 Risk is also reduced significantly when an agreement contains standard terms and conditions to ensure all relevant matters are addressed, to aid interpretation and the relevant advising cost centres are consulted. The following resources outlined in Table Two: Standard University Agreements should be used wherever possible:
Table 2: Standard University agreements
|Type of agreement||Agreement name/location||
|Advising Cost Centre|
|Procurement agreements for goods and services and consultancies||MyUSC> Working at USC – Finance and Purchasing > Purchasing > USC Procurement Agreements||
|External Research Grants and Research Agreements||External Research Grants - Academic Policy||Commissioning Cost Centre||Office of Research|
|University contracted consultancies||University Consultancy Work – Managerial Policy||Commissioning Cost Centre||Financial Services|
|Minor capital Works and maintenance contracts||MyUSC> Working at USC – Finance and Purchasing > Purchasing > USC Procurement Agreements||Asset Management Services||Asset Management Services|
|Major construction contracts||Capital and Commercial||Capital and Commercial||Capital and Commercial|
|IT contracts||Information Technology Services – Project Management Office||Information Technology Services||Information Technology Services|
|Agency agreements with international organisations||USC International||USC International||USC International|
|OLT grants||MYUSC>Teaching > Grants and Awards||Commissioning Cost Centre||Centre for Support and Advancement of Learning Teaching|
|Non-OLT learning and teaching agreements (eg CASA type, HWA type)||Relevant Head of School||Financial Services|
|Contracts for the external delivery of non-award professional development or training services||Commissioning Cost Centre||Financial Services|
|External Research Grants||MYUSC> Research||Commissioning Cost Centre||Office of Research|
|External Education Grants (eg CASR)||Office of Engagement||Commissioning Cost Centre||Office of Engagement|
|Articulation Agreements||Various locations||Student Services and Engagement||Student Services and Engagement|
|WIL Placement Agreements||MYUSC>Supporting Students>Work Integrated Learning System (Sonia)||Commissioning Cost Centre||Pro Vice-Chancellor (Students)|
5.2 Any agreement including provisions for dealing with Intellectual Property must comply with the Intellectual Property – Governing Policy. Contact Director, Office of Research for further advice.
6. Legal advice on agreements
6.1 Legal advice must be sought where so recommended by the advising cost centre having regards to concerns such as:
- significant legal issues are involved (for instance where a guarantee or indemnity is given or if there is an exclusion or limitation of liability by the other party in respect of breaches of the agreement or for negligence)
- the contract is complex or may be high risk to the University, for instance relating to intellectual property, research commercialisation or consultancy, contracts with an international component or where the other party has proposed non-standard or non-University mandated terms and conditions
- it is not clear whether the proposed agreement is legally binding or requires formalities for execution (such as execution under seal)
- in the case of high risk or complex contracts, the contract terms and conditions have been developed or provided by the other party
6.2 The University utilises a panel of preferred suppliers for legal advice on Agreements. Details of the University’s preferred suppliers can be obtained from Corporate Services.
7. Role and responsibilities of the Agreement Manager
7.1 The delegate authorising the agreement will appoint an Agreement Manager who will normally be a University officer having expertise and/or responsibility for administration of the terms of the contract or MOU, including financial administration.
7.2 The Agreement Manager is responsible for:
- managing the negotiation process for the agreement;
- ensuring that, in the case of an agreement for the supply of goods or services, the contracted goods and/or services are delivered in accordance with the terms of the agreement;
- ensuring compliance by the University and the other party with the terms and conditions of the agreement;
- assessing the risks related to the project before the contracting for services to determine the extent of monitoring appropriate to the agreement and to determine whether legal advice is required (for example in non-standard agreements);
- ensuring the contractor has a clear understanding of how the agreement will be managed and monitored;
- recording and filing the agreement in the University’s records management system in accordance with the University’s Information Management Framework - Governing Policy and associated procedures
- performance monitoring and review of the agreement, in accordance with the terms of the agreement, and in cooperation with the Advising Cost Centre;
- resolving issues or problems that arise during the term of the agreement;
- performance reporting to the Cost Centre Manager
7.3 In relation to University Consultancies, External Research Grants and ALTC Grants, the Centre for Support and Advancement of Learning and Teaching, Office of Research or Financial Services (as applicable), will assist the Agreement Manager with grant administration.
8. Authority to sign agreements on behalf the University
8.1 The University Council has delegated authority to enter into agreements on behalf of the University to the Vice-Chancellor and President. In line with the University Governance Framework – Governing Policy, the Vice-Chancellor and President will ensure that Council is advised of any significant risks or issues relating to a contract or MOU.
8.2 All contracts, MOUs, deeds and agreements must be signed in accordance with section 6 (Authority to sign agreements on behalf of the University) of the Management of Contracts and Memoranda of Understanding – Governing Policy.
9. Records management
9.1 The Agreement Manager is responsible for recording and filing contracts and/or MOUs in the University’s records management system in accordance with the University’s Information Management Framework – Governing Policy and associated Information and Records Management – Procedures.
9.2 An official file should be created at the commencement of negotiations for any agreement through the Cost Centre Records Liaison Officer and the file reference should be quoted on all documents relating to the agreement. All documentation must be attached to the official University file and managed within the University’s record management system in accordance with Section 4 of the Information and Records Management – Procedures.
9.3 When an agreement is executed, the original is to be forwarded to Information Management Services by the Cost Centre’s Records Liaison Officer for recording and managing in accordance with the University’s Information and Records Management Procedures. University files containing original agreement documents are to be securely stored for the required legal period in accordance with the Information Management Framework – Governing Policy.
10. Agreement management
10.1 The following University databases should be updated after execution of the agreement where appropriate:
- Contractors and Consultants database for capital works and maintenance related services;
- Research database for research, associated consultancies and commercial services worldwide; and
- Standing Offer (SOA) and Preferred Supplier (PSA) Arrangements registered by Financial Services database of Preferred Supplier arrangements
10.2 Where the above database are not required, such as for general consultancies, a Cost Centre should maintain a database of its agreements to meet business needs, legal requirements and other compliance obligations.
10.3 The Agreement Manager should ensure that the contract is monitored for performance, that all University obligations under the agreement are being met and that the agreement is reviewed prior to expiry.
10.4 The following details of the agreement must be recorded by the Agreement Manager:
- Official University file reference number;
- Names of the parties involved;
- Agreement Manager name and position;
- A record of any decisions by a USC employee, on behalf of USC, in relation to an Agreement by USC, whether made orally or in writing
- Description of the goods and/or services provided (where applicable) or, in the case of MOUs, a description of the objectives of the agreement and the actions to be undertaken by the University;
- Known or estimated dollar value (where applicable);
- Period of the agreement, including review and extension options (as appropriate);
- Date of commencement (if applicable);
- Specified outcomes/benefits to be achieved for the University (optional);
- Negotiated variations to terms and conditions after signing of original agreement
- Letters of termination or extension