Management of Contracts and Memoranda of Understanding (MOUs) - Governing Policy - University of the Sunshine Coast, Queensland, Australia

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Management of Contracts and Memoranda of Understanding (MOUs) - Governing Policy

1. Purpose of policy

1.1 This policy addresses the administration of Agreements which the University enters into, such as Contracts and Memoranda of Understanding.

1.2 This policy deals with both legally binding Agreements, such Contracts and Deeds, and with Memoranda of Understanding which are formal or strategic agreements but do not bind the University in a strict legal sense.

2. Policy scope and application

2.1 This policy applies to all staff and members of University decision-making or advisory bodies, including the University Council and its committees.

3. Definitions

Please refer to the University’s Glossary of Terms for policies and procedures. Terms and definitions identified below are specific to this policy and are critical to its effectiveness:

Agreement includes each of Contracts, Deeds and MOUs.

Contract means an agreement between parties intended to have legal significance and involving the transfer of consideration (that is, value – financial or some other type of benefit - flowing from the beneficiary of the transaction). Contracts generally articulate business relationships for the acquisition or supply of goods or services, for the exploitation or transfer of intellectual property rights (e.g. licences) or for the provision of funding.

Deed means a form of legally binding agreement that requires a high degree of formality for its creation. Execution of an Agreement as a deed may occur under seal or by signing and delivery by a duly authorised signatory and ensures that the specified terms and conditions are legally enforceable, even in the absence of consideration. If the University Seal is required to be used for execution purposes it must be used and affixed to a deed in accordance with the University’s Use of the University Seal – Governing Policy.

Memorandum of Understanding (MOU) means a document that is intended to formalise the terms of a relationship, arrangement or understanding between the University and another party, but unless otherwise specified is not intended to be legally binding on either party. An MOU may lead to the development of separate contracts with legal intent.

4. Policy Statement

4.1 The University is committed to ensuring that Agreements are only entered into by appropriately delegated officers following due consideration of risks, benefits, compatibility with statutory obligations and, other relevant requirements and accountabilities, and otherwise align with the University’s strategic aims.

5. Principles

5.1 Agreements entered into on behalf of the University must be administered in a way which:

(a) delivers clear benefits whilst appropriately managing and mitigating the University’s risks and without incurring undue risks;

(b) parties are upfront and transparent about affiliations, parent partners and intent;

(c) incorporates probity, accountability, efficiency and effectiveness into their management;

(d) is consistent with legislation, University policies and procedures, best practice guidelines and other compliance obligations;

(e) is consistent with the Queensland Procurement Policy requirements and objectives, such as the advancement of government priorities, probity and achieving value for money; and

(f) complies with corporate governance structures (including the University’s Delegations Framework – Governing Policy and the associated Delegations Manual).

5.2 In entering into a contractual arrangement with a third party, the University will take all reasonable steps to minimise the restrictions or burdens imposed by such arrangements or conditions on the freedom of speech or academic freedom of any member of its staff or students carrying on research or study under such arrangements or subject to such conditions

5.3 The University considers the integration of risk management throughout all levels of the organisation as fundamental to achieving the University’s strategic and operational objectives, as outlined in the University’s Enterprise Risk Management – Governing Policy.

5.4 It is the responsibility of the Organisational Unit Manager or financial delegate to ensure an analysis of risks and benefits is undertaken prior to entering into an Agreement. Continuous monitoring of risk during performance or over the life of the Agreement should also be undertaken and this is the responsibility of the designated Agreement Manager, as outlined in Section 6 below.

5.5 Legal advice must be sought where so recommended by the relevant Organisational Unit as outlined in Section 6 (Legal Advice on Agreements) of the Management of Contracts and Memoranda of Understanding – Procedures.

6. Authorities / Responsibilities

The following authorities are delegated under this policy and associated procedures:

Activity

University Officer

Appoint an Agreement Manager who will normally be a University officer having expertise and/or responsibility for administration of the terms of the Agreement, including financial administration.

Delegate authorising Agreement

Ensure that Agreements are monitored and/or reported on as appropriate in cooperation with the relevant Organisational Unit.

Agreement Manager

Responsible for ensuring appropriate records are maintained in accordance with the University’s records management system and associated Information Management Framework – Governing Policy and Section 9. (Records Management) of Management of Contracts and Memoranda of Understanding - Procedures.

Agreement Manager

Delegated authority to enter into Agreements on behalf of the University.

In line with the University’s Governance Framework – Governing Policy, Section 4.5.4, will ensure that Council is advised of any significant risks or issues relating to an Agreement.

Vice-Chancellor and President

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