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Knowledge Transfer Partnerships terms and conditions

Company Partner Obligations

  1. The Company Partner agrees to undertake the Project in accordance with this Agreement.
  2. In undertaking the Project, the Company Partner must:
    1. exercise reasonable diligence, care and skill;
    2. select, recruit, employ, provide office space and equipment, and supervise, a suitable Graduate (or replacement Graduate);
    3. regularly assess the Graduate’s performance;
    4. provide the Graduate with their lawful workplace entitlements;
    5. make the Company Partner’s contribution detailed in the Application;
    6. provide required information and reports detailed in the Application and the Agreement;
    7. achieve the Project aims and outcomes, by the relevant dates detailed in the Application;
    8. not assign, transfer or subcontract its obligations;
    9. notify the State of any breach of these terms or any matter that may affect the performance of the Project; and
    10. comply with all relevant laws.

Knowledge Based Partner Obligations

  1. The Knowlege Based Partner agrees to assist the Company Partner in accordance with the Agreement.
  2. In assisting the Company Partner, the Knowledge Based Partner must:
    1. assist in the selection and recruitment of a suitable Graduate (or replacement Graduate);
    2. provide a mentor of appropriate skill and experience to mentor the Graduate during the Project, as detailed in the Application;
    3. assist in assessing the Graduate’s performance;
    4. maintain, and provide on request, records of the mentoring; and
    5. comply with all relevant laws.

Acknowledgements

  1. The Company Partner agrees to acknowledge the State’s support in Material published in connection with this Agreement.
  2. The State may publicly disclose the Company Partner, Funding and Project details and outcomes (subject to notified commercial in confidence restrictions).
  3. The Parties agree to make their officers available for media opportunities.

Notices

  1. The Parties agree to notify the other Party of anything reasonably likely to affect the performance of the Project or otherwise required under this Agreement.
  2. A notice under this Agreement must be in writing, and sent to the Party at their address specified in the Application or Guidelines.

Relationship between the parties

  1. A Party is not by virtue of this Agreement the employee, agent or partner of the other Parties and is not authorised to bind or represent the other Parties.

Condition Precedent

  1. This Agreement is subject to the condition precedent, that the Company Partner must employ a suitable Graduate within 75 days of accepting the State’s funding offer.
  2. If the condition 6.1 is not fulfilled, this Agreement will expire (except for clause 14 confidentiality) and each Party will not be liable to the other under any circumstances.

Variation

  1. This Agreement may be varied in writing only, signed by the Parties.

Payment

  1. The State agrees to pay the Funding to the Company Partner in accordance with the Application.
  2. The State agrees to pay the Service Fee to the Knowledge Based Partner in accordance with the Application.
  3. The State may by notice withhold payment of any amount where it reasonably believes the receiving Party has not complied with this Agreement or is unable to undertake its part of the Project.
  4. A notice under clause 8.3 will contain the reasons for any payment being withheld and the steps the Party can take to address those reasons.
  5. The State will pay the withheld amount once the Party has satisfactorily addressed the reasons contained in a notice under clause 8.3.

Spending the Funding

  1. The Company Partner agrees to spend the Funding for the purpose of undertaking the Project only.

Repayment

  1. If any of the Funding has been spent other than in accordance with this Agreement or any amount of the Funding is additional to the requirements of the Project, the Company Partner agrees to repay that amount to the State.
  2. The amount to be repaid under clause 10.1 may be deducted by the State from subsequent payments of the Funding.

Record keeping, access and audit

  1. The Company Partner agrees to:
    1. maintain records of the expenditure of the Funding;
    2. provide a financial acquittal in relation to expenditure of the Funding, in the final report;
    3. provide any information reasonably requested by the State; and
    4. allow the State’s employees, contractors and agents to access the premises and inspect records and Project documentation and/or audit the performance of the Agreement, upon reasonable notice.

Intellectual Property

  1. The Company Partner owns the Intellectual Property Rights in Project Material created in undertaking the Project.

Privacy

  1. When dealing with Personal Information in performing their obligations, the Parties agree not to do anything which, if done by the State, would be a breach of an Information Privacy Principle.

Confidentiality

  1. The Parties agree not to disclose each other’s confidential information without prior written consent, unless required or authorised by law or Parliament.

Insurance

  1. The Company Partner agrees to maintain adequate insurance, (including at least $10 million public liability insurance, and workers compensation insurance) for the duration of this Agreement and provide the State with proof when requested.

Indemnities

  1. Subject to clause 16.4, the State’s liability in connection with this Agreement is limited in aggregate to the Funding amount.
  2. The Company Partner is liable for and indemnifies the State against any claim, loss or damage arising in connection with:
    1. the Project;
    2. the Company Partners and its employees, contractors and agents act or omission; or
    3. the Company Partner’s breach of the Agreement.
  3. The Knowledge Based Partner is liable for and indemnifies the State against any claim, loss or damage arising in connection with:
    1. the Knowledge Based Partner’s and its employees, contractors and agents act or omission;
    2. the Knowledge Based Partner’s breach of the Agreement.
  4. The other Parties’ obligation to indemnify the State will each reduce proportionally to the extent any act or omission involving fault on the part of the State contributed to the claim, loss or damage.
  5. The Parties will not in any circumstances be liable for any loss of, revenue, profit, opportunity, goodwill, reputation or any indirect or consequential loss in connection with the Agreement.

Dispute resolution

  1. The Parties agree not to initiate legal proceedings in relation to a dispute unless they have tried and failed to resolve the dispute by negotiation.
  2. The Parties agree to continue to perform their respective obligations under this Agreement while a dispute exists.
  3. The procedure for dispute resolution does not apply to action relating to termination or urgent interlocutory relief.

Termination for default

  1. The State may terminate this Agreement immediately by notice where it reasonably believes the Company Partner:
    1. has breached this Agreement, if the State reasonably considers such breach is not capable of remedy;
    2. has submitted information in the Application for Funding which is found to have been false or misleading in a material particular;
    3. has failed to maintain satisfactory progress towards completion of the Project;
    4. has become ineligible for Funding;
    5. has withdrawn from the Project; or
    6. has become bankrupt or insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration.
  2. The State may immediately terminate the Agreement by notice, if a Party has failed to remedy a breach of the Agreement within 15 business days of service of a notice upon that Party detailing the breach.
  3. Upon termination or expiration of the Agreement, the Company Partner and Knowledge Based Partner must deliver to the State (within 20 business days):
    1. all reports due under this Agreement at the date of termination or expiration; and
    2. the Knowledge Based Partner must repay the prorata amount of the Service Fee, calculated from the date of termination or expiration to the Completion Date of the Project
    3. The Company Partner must repay any unspent or legally uncommitted Funding, or Funding not spent in accordance with this Agreement, which will be a debt due to and recoverable by the State.

Termination for convenience

  1. The State may terminate this Agreement by 15 business days’ notice, due to a change in government policy.
  2. The Company Partner and Knowledge Based Partner agree on receipt of a notice of termination under clause 19.1, to stop the performance of the their obligations as specified in the notice, and take all available steps to minimise loss resulting from that termination.
  3. In the event of termination under clause 19.1, the State will be liable only to:
    1. pay any part of the Funding due and owing for activities satisfactorily performed, to the Company Partner under this Agreement at the date of the notice; and
    2. reimburse any reasonable expenses the Company Partner unavoidably incurs that relate directly to the termination and are not covered by 19.3(a).
  4. The State’s liability to pay any amount under this clause is subject to:
    1. the Company Partner's compliance with this Agreement; and
    2. the total amount of the Funding.

Survival

  1. Clauses 10, 11, 12, 13, 14, 16, 18, 19, 20, 21 & 23 survive termination or expiry of this Agreement (except for expiration under clause 6.2, in which case only clause 14 survives).

GST

  1. Unless otherwise stated, all amounts payable are exclusive of GST.
  2. A Party need not make a payment for a taxable supply until it receives a tax invoice (or adjustment note) for that supply.
  3. The Parties agree to use all reasonable endeavours to assist each other in meeting their lawful obligations under the GST law.

General

  1. Governing Law—The Agreement is governed by the law of the State of Queensland and the Parties agree to submit to the jurisdiction of the courts of the State of Queensland.
  2. Entire Agreement—The Agreement constitutes the entire agreement between the parties and supersedes all communications and negotiations (oral or written) between the Parties.
  3. Waiver—No right under the Agreement will be deemed to be waived except by notice in writing agreed by the waiving Party. A failure by a Party to enforce any provision of the Agreement will not constitute a waiver of that Party’s rights.
  4. Severability—The invalidity or unenforceability of any provision of the Agreement does not invalidate the remaining provisions. Any illegal or invalid provision will be severable and all other provisions will remain in effect.

Definitions

  1. In this Agreement, unless the contrary appears:
    • Agreement means these Terms and Conditions, the Guidelines, and the Application. The Terms and Conditions prevail over the other documents to the extent of any inconsistency.
    • Application means the funding application document.
    • Company Partner means the legal entity specified in the Application to carry out the Project and includes, where relevant, its officers, employees,contractors and agents.
    • Completion Date means the date or event specified in the Application for completion of the Project.
    • Confidential Information means information of a Party relating to this Agreement or the Project:
      1. that by its nature is confidential, or the recipient knows or ought to know is confidential; and excludes information which is publicly known, other than by breach of this Agreement.
    • Funding means the money, or any part of it, payable by the State to the Company Partner as specified in the Application.
    • Guidelines means the funding program guidelines document published by the State.
    • Information Privacy Principle has the same meaning as in the Information Privacy Act 2009.
    • Intellectual Property Rights means all copyright, patents, registered and unregistered trademarks(including service marks), registered designs, andother rights resulting from intellectual activity (other than moral rights under the Copyright Act 1968).
    • Knowledge Based Partner means the legal entity specified in the Application, to assist the Company Partner, and includes, where relevant, its officers, employees, contractors and agents.
    • Material includes documents, equipment, software (including source code and object code versions), goods, information and data stored by any means including all copies and extracts of them.
    • Party means the Company Partner, the Knowledge Based Partner or the State, as the context requires.
    • Personal Information has the same meaning as in the Information Privacy Act 2009.
    • Project means the project activities described in the Application.
    • Project Material means any Material, other than reports, created or developed by the Company Partner as a result of the Project.
    • Service Fee means the service fee payable by the State to the Knowledge Based Partner as specified in the Application.
    • State means the State of Queensland as represented by the Department of Science,Information Technology and Innovation, and includes, where relevant, its officers, employees, contractors and agents.
  2. In these Terms and Conditions, except where the context otherwise requires:
    1. a reference to a Party, includes the Party’s executors, administrators, successors, and substitutes;
    2. the meaning of general words is not limited by specific examples;
    3. a reference to a government entity includes any successor or replacement government entity;
    4. a reference to a document includes the document as altered, amended or replaced from time to time;
    5. a rule of construction does not apply to the disadvantage of a Party because that Party drafted the Terms and Conditions;
    6. where an obligation must be performed on a day that is not a business day, the obligation must be performed on or by the next business day.
Licence
Creative Commons Attribution-NoDerivs 3.0 Australia (CC BY-ND 3.0)
Last updated
10 March, 2017

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