Contract Management Kimberley Heitman, B.Juris, Llb, AACS Director of Legal Services, University of Western Australia 7th April, 2004

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

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 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 sign Research Applications Contracts, Deeds and Guarantees Common Seal LSO checking

Oral Agreements and Deemed Agency 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 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 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. Any Questions? Kimberley Heitman, University Lawyer Extension 1965