USING OUR STANDARD CONTRACTS 27 March 2009 & 30 March 2009

1. USING OUR STANDARD CONTRACTS 27 March 2009 & 30 March 2009

2. Objectives of the workshop: • To increase awareness of the suite of standard agreements, currently available and their use • To consider the basic principles involved in contractual agreements, including legal requirements and minimum content details • To advise on the writing of service specifications

3. What is a contract? A contract is a written or spoken agreement. What is its purpose? A contract is intended to be enforceable by law.

4. Memorandum of understanding Memorandum of co-operation Heads of terms

5. Their contract or ours?

6. The suite of agreements includes: Academic agreements Confidentiality agreements IPR agreements Supplier agreements KTP agreement Consultancy agreement Overseas agent agreement Secondment agreements

7. We have a suite of Academic agreements: Credit Recognition Dual Award Franchise Outcentre These agreements should be used for specific academic collaborations with external parties

8. We have 3 confidentiality agreements: Company – To be used when an external company is disclosing confidential information to us. Anglia Ruskin University - To be used when we are disclosing confidential information to an external party. Mutual - To be used when both parties are supplying confidential information.

9. We have 5 IPR agreements: These research collaboration agreements are also known as the Lambert agreements IPR agreement No 1 - Anglia Ruskin University owns IP in the results and grants the Sponsor a non-exclusive licence to use the Results in a specified field IPR agreement No 2 - Anglia Ruskin University owns IP in the Results and grants the Sponsor a non-exclusive licence to use the Results in a specified field.The Sponsor also has the right to negotiate an exclusive licence IPR agreement No 3 - Anglia Ruskin University owns IP in the Results and grants the Sponsor a non-exclusive licence to use the Results in a specified field. The Sponsor also has the right to negotiate an assignment IPR agreement No 4 - The Sponsor owns IP in the Results and Anglia Ruskin University has the right to use the Results for academic teaching and academic research IPR agreement No 5 - The Sponsor owns IP in the Results and no rights to use the Results for academic purposes are reserved to Anglia Ruskin University

10. We have 2 supplier agreements: Anglia Ruskin University – This agreement should be used when obtaining goods and services from external parties on behalf of Anglia Ruskin University Company- This agreement should be used when obtaining goods and services from external parties on behalf of one of our subsidiary companies

11. Standard Consultancy Our standard consultancy agreement is to be used when we are engaged as consultants by external organisations

12. Standard KTP agreement Our KTP agreement is to be used in Knowledge Transfer collaborations

13. We have 2 secondment agreements: Seconding out -To be used when our staff are seconded to other organisations Seconding in - To be used when seconding staff to our Anglia Ruskin University

14. Overseas agent agreement To be used for appointing agents involved in recruiting students

15. Basic Principles: Here are some principles that apply to the majority of agreements: • Date – when preparing draft agreements the date should not be inserted in to any drafts. The agreement will be dated when the agreement has been signed by both parties. • Legal title of parties – please ensure that full and accurate details of all parties are inserted into a draft agreement i.e. full legal title and legal / registered address of each party. • Indemnity provisions – agreements will normally contain indemnity provisions which seek to limit the liability of one or more parties. We are not able to accept any draft agreement that contains a “Hold Harmless” provision. Nor are we able to accept liability for indirect or consequential loss.

16. Basic Principles (continued): • Reasonable endeavours • All reasonable endeavours • Best endeavours

17. Basic Principles (continued): • Boilerplate clauses – As a general guide to the robustness of a draft agreement, most agreements will contain certain standard clauses and these include: • Waiver • Severability • Third Party Rights • Law and Jurisdiction.

18. Service Specifications This is crucial to any agreement as it clearly sets out the milestones of a project / service and will be crucial should we get in to dispute.

19. Service Specification – basic principles When writing a specification you need to consider the following: WHAT WHEN HOW WHERE You also need to ensure that the right detail is inserted into the right schedule and that your use of terminology is consistent with the rest of the agreement.

20. Examples to try: 1. You require a new suit for a special event and have decided to get it made-to-measure. What would your specification include? 2. You want your kitchen re-decorating. What would your specification include?

21. Examples to try: 1. You are arranging an art exhibition in the Rivermead Gallery. An exhibitor will supply all the pictures. What would we need to include in the specification? 2. We need to refurbish six flats in the student village including the replacement of the en-suite bathrooms and all furniture. What would we need to include in the specification?

22. Financial Schedule If the agreement you are using contains a financial schedule then you should consider the following: • If using a consultant, are they VAT registered? • Is the price inclusive or exclusive of VAT? • Market test for services where appropriate. • Do not pay anything until we have a signed agreement. • If paying by instalments what are the triggers to payment?

23. Website Our suite of agreements is available electronically at the following address: http://web.anglia.ac.uk/anet/staff/sec_clerk/suite_agree.phtml

24. We hope this session has been of assistance. Should you have any further queries then please contact:Louise Andrews or Liz Collier