Contract Management Handbook
The Contract Management Handbook is a guide for University personnel involved in the development and management of contracts that commit the University.
The Handbook provides an overview of what a contract or agreement is; the kinds of contracts that arise in the University setting; the University’s approach to contract management, and common issues that arise in any contracting situation.
It does not attempt to address all issues that may need to be considered in a particular circumstance. For complex or unusual contracts, we recommend you seek specific legal assistance as early as possible in the contracting process.
The Handbook is divided into modules, to allow easy reference to each aspect of contracting activity, or each stage in the life of a contract. New modules will be developed and added to the Handbook over time.
University personnel involved in contracting processes must also familiarise themselves with the Contracts and Agreements Policy.
Module 1 - Preparation and negotiation
This module outlines the basic principles and steps involved in the earliest stages of developing an agreement. It highlights the importance of preparation to any contracting activity, regardless of how simple the agreement may seem, and provides some practical tools for both preparation and negotiation with outside parties.
- A preliminary checklist for preparation;
- Triggers that indicate whether an agreement needs to be formally documented in a formal written contract;
- How to work out your bargaining position through the “P.A.N.” (preferred, acceptable, not-negotiable) approach;
- A “pre-agreement evaluation matrix” for University contracts, to help you quickly evaluate the relevant University context and motivations behind a proposed contract.
- Transitioning from “negotiation” to a “binding contract”, and how you can protect yourself from making this transition before you are ready.
Module 2 - Drafting and formalising
This module discusses the process through which negotiations are finalised, and a contract is drafted and formalised. There is a summary of how to document simple agreements (where no formal written contract is required). The remainder of the module addresses more significant agreements that require a formal written contract, and is designed to inform contract managers about the drafting and execution process.
- Specific examples of the kinds of contracts that require formal written contracts;
- Specialist areas that need to be consulted and the internal processes that apply to certain types of agreements;
- Who should draft contracts, and when standard form contracts might be used;
- How to define contract deliverables and performance measures; and
- The process for signing a contract and storage of signed agreements.
View the Contract Development Road Map for additional information.
Module 3 - Ongoing Management
This module will assist those persons with ongoing responsibility for managing the contracts once they are signed. It emphasises the importance of ongoing management and of ensuring the University meets its contractual obligations. This module also discusses how contracts can be ended.
- Keeping a contract register;
- How to keep up the University’s end of the bargain;
- How to manage the other party when they are not keeping their end of the bargain;
- How contracts are varied and how disputes should be handled; and
- "Housekeeping" tasks that may be required once a contract has reached the end of its life.
Module 4 - Records management
This module discusses records management in the context of contracting. Although records management is not a discrete stage of contracting, it is presented through its own module to highlight its importance as an essential activity that should be constantly happening throughout the life of any contract.
- Key record keeping obligations that attach to contracting on behalf of the University; and
- Why records management is essential, and the importance of an evidence trail for every contract;
Module 5 - Not in use
Module 6 - Not in use
Module 7 - Common provisions / biolerplate causes
This module explains the use of common, stock-standard clauses – often called “boilerplate” clauses, within contracts. For instance, clauses that identify which state or country will be treated as the jurisdiction whose laws will govern the agreement, or clauses that state that the written contract represents the “entire agreement” between the parties.
- Explanation of common standard terms or clauses that appear in many contracts – often called “boilerplate” clauses;
- Clauses that should not be treated as boilerplate, but need to be specifically considered before signing (“danger” clauses);
Module 8 - Entering into collaborations
This module provides guidance on the establishment and management of collaboration agreements (eg. research collaborations; joint ventures; joint program delivery). It has been laid out in the form of an annotated checklist, to give you the most practical guidance possible.
- Issues to consider when setting up a collaboration agreement with another party/s.
Acknowledgement: This handbook is based on and contains some material reproduced or adapted from Developing and Managing Contracts – Better Practice Guide, published by the Australian National Audit Office and the Commonwealth Department of Finance and Administration, February 2007 © Commonwealth of Australia, reproduced by permission.