For a contract to be reviewed, please confirm the following points are covered in the contract.
For a contract to be drafted, please advise the following points by typing underneath each point.
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- The correct legal names of the parties (Unitec Institute of Technology and the person or company with whom we are contracting. For companies, check the Companies Office website: www.companies.govt.nz. To conduct a search select Search the register, then Register search, then type in the name of the company)
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- The contract is intended to be legally binding and is more than a statement of general intentions (Ask yourself: is there anything in this document that Unitec is relying on the other party doing? If not, the agreement may not need to be legally enforceable and can be covered in a memorandum of understanding which is typically not legally binding)
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- The purpose of the contract (Not strictly necessary but can be useful as a statement of reasons for the contract and what the arrangement is intended to achieve. This is usually set out as “Background” near the beginning of the contract)
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- Unitec’s obligations and the other party’s obligations under the contract (These need to be as specific and detailed as possible. They form the heart of the agreement and need to be clear and comprehensive to remove assumptions and avoid future disputes about what was intended)
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- The date on which the agreement is to take effect from and how long it will run for (The term. In addition, what right of renewal, if any, would Unitec want?)
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- Who is to pay whom, how much and when; and how payment is be made (For example: a one-off payment; payment in instalments; a percentage of gross student enrolment fees and/or EFTS funding; a monthly or annual flat fee; or a combination of the above)
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- Whether the prices are plus GST or are stated inclusive of GST
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- A confidential information clause (Will Unitec will provide any confidential information to the other party?)
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- The circumstances under which Unitec would want to terminate the agreement (For example, if the other party goes into receivership, or fails to carry out particular obligations. What obligations are key for Unitec? Also bear in mind that, if the contract is with a supplier who cannot easily be replaced, termination may not be our best option; a monetary penalty may be more practical)
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- The consequences of termination (For example, requiring the other party to return all of Unitec’s confidential information, specifying the ownership and usage rights of any intellectual property developed under the agreement)
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- A process for resolving disputes (What process is best for Unitec? e.g. escalate the issue to be dealt with by the Executive Director or CEO. If he/she cannot resolve it, mediation or arbitration may be quicker than court litigation, but might we want to keep our litigation options open?)
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- Whether the contract requires Unitec to have particular insurance cover or whether our risks might not be covered under our policies (Check with Mike Lovering as to whether the contract complies with Unitec’s insurance policies)
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- The names of the key contact persons for each party
- Whether there are any other current agreements between the parties regarding the same subject matter