Generic Commercial Agreement
User Notes
This agreement is a “generic” or “template” document which may be used in many commercial transactions of a general nature in which the University engages. However, it will not always be suitable (e.g. for software licence agreements, construction contracts, etc). In addition the agreement is drafted to be relatively even-handed, whereas in some cases it may be desirable to have an agreement drafted more strongly in favor of the University. For these reasons the agreement should only be used after prior consultation with the Legal Office.
- In the agreement the other party is referred to as “the Company” as commercial arrangements will frequently be with a company. However, if such a reference is not suitable, then the reference can be changed accordingly.
- Provision has been made for the obligations of the Company to be guaranteed. Frequently a company will be incorporated with minimal assets, with the major asset backing lying with the directors or shareholders who are behind the company.In such a situation the University should consider requiring those directors or shareholders to guarantee the obligations of the Company, otherwise the University may find it has contracted with a valueless entity and the contract may therefore be worthless.If a guarantee is not necessary, then the Guarantor can be deleted as a party and clause 11 can also be deleted.
- Clause 1.1
The “Commencement Date” needs completion with respect to the date upon which the agreement is to begin, and the “Expiry Date” needs completion with respect to the date upon which the agreement is to finish.
- Clause 2 – Company’s Obligations
In this clause list clearly and precisely:
- What deliverables are required from the other party (i.e. what is the other party required to do?).If necessary, this can be done by reference to a schedule of specifications.
- How are these deliverables to be provided to RMIT?
- What is the date or dates for provision of the deliverables to RMIT?
- What does the other party need to do in order to help RMIT perform its obligations? (e.g. provide access to data, resources, etc.)
- Clause 3 – RMIT’s Obligations
In this clause list clearly and precisely:
- What deliverables are required from RMIT (i.e. what is RMIT required to do?).If necessary, this can be done by reference to a schedule of specifications.
- How are these deliverables to be provided to the other party?
- What is the date or dates for provision of the deliverables to the other party?
- What does RMIT need to do in order to help the other party perform its obligations? (e.g. provide access to data, resources, etc.)
- Clause 4 – Payment Obligations
Here state:
- Which party is required to make payments to the other party?
- What is the total sum required to be paid?
- When is the payment required to be made?
N.B.It may be that the only obligation of RMIT or the other party is to make a payment for goods/services provided to it, in which case clause 2 or 3 may be deleted as appropriate.
- Clause 6
Clause 6.2 requires completion with respect to ownership of any intellectual property created as a result of the agreement.Note that the University’s policy is that agreements between the University and external organizations concerning ownership of intellectual property need to be approved by the Pro Vice-Chancellor (Research & Development) (in the case of R & D matters) and by the Deputy Vice-Chancellor (Education & Training) (in respect of courseware related matters).
- Clause 11
Clause 11 needs completion with respect to insurances.It is usually desirable to require any party with which the University contracts to have public liability insurance cover. Depending upon the nature of that party’s obligations under the agreement, professional indemnity insurance and/or product liability insurance may also be desirable.
- Clause 14
Clause 14.2 requires completion with respect to fax details for both parties.
- Note that an agreement of this nature would need to be signed by a person at Deputy Vice-Chancellor level or above.
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