LINKAGE GRANT FUNDING AGREEMENT
RESEARCH PROJECT:
“Title”
Dated:
PARTIES:
QUEENSLAND UNIVERSITY OF TECHNOLOGY
AND
[Name and ABN of entity receiving funding] (“Recipient”)]
Page 1 of 13
TABLE OF CONTENTS
1.INTERPRETATION
2.TERM
3.FUNDING FOR THE PROJECT
4.CONDUCT OF THE PROJECT
5.REPORTING
6.PUBLICATIONS AND CONFIDENTIALITY
7.INTELLECTUAL PROPERTY
8.INDEMNITY
9.INSURANCE
10.GOODS AND SERVICES TAX
11.BREACH AND TERMINATION
12.Privacy
13.NOTICES
14.DISPUTE RESOLUTION
15.MISCELLANEOUS PROVISIONS
Schedule 1.
Schedule 2
PARTIESQueensland University of Technology [ABN:83 791 724 622] a body corporate established by the Queensland University of Technology Act 1998 (Qld) as the lead administrator for the Australian Centre for Health Services Innovation("AusHSI Administrator")
AND[name, ABN and address of entity receiving funding] (“Recipient”)
INTRODUCTION
A.The Specialist Palliative Care and Advance Care Planning Advisory Services Project is funded by the Australian Government to build capacity,linkages and access to palliative care and advance care planning to assist older people in receipt of aged care services.
B.QUT is leading the Linkage Project component within this larger project. A systematic literature review has informed the development of a framework to support the promotion of improved linkages between aged care and palliative care services.
C.QUT is funding projects demonstrating the new linkage strategies which improve end of life care for older Australians.
D.QUT has agreed to provide funding to the Recipient for the Project on the terms and conditions set out in this agreement.
IT IS AGREED
1.INTERPRETATION
1.1Definitions
In this agreement the following expressions have the following meanings:
"Background Materials" means any pre-existing or independently developed Materials used in connection with the Project.
“Collaborators” means those entities or individuals specified in Schedule 1;
"Confidential Information" means all information received by a party from the other party in whatever form including without limitation unpatented inventions, trade secrets, formulae, know-how, methodologies, internal procedures, financial information and other information of whatever description which is confidential to the disclosing party, but does not include the following information:
a)information which is already in the public domain;
b)information which becomes part of the public domain after commencement of this agreement otherwise than as a result of an unauthorised disclosure by the recipient party or its representatives;
c)information which is or becomes available to the recipient party from a third party lawfully in possession of such information and who has the lawful power to disclose such information to the recipient party on a non-confidential basis;
d)information which is rightfully known by the recipient party (as shown by its written record) prior to the date of disclosure to it; or
e)information that is independently developed by an employee of the recipient party who has no knowledge of the disclosure under this agreement.
“Grant Money” means the grant monies to be paid by QUTto the Recipient to fund the Project as specified in Schedule 1.
“GST Act” means the A New Tax System (Goods and Services) Act 1999 and all related legislation and subordinate legislation.
"Intellectual Property" includes any and all intellectual and industrial property rights throughout the world however conferred by statute, common law or equity in any jurisdiction including rights in respect of or in connection with:
a)copyright (including future copyright and rights in the nature of or analogous to copyright);
b)performers protection;
c)plant varieties;
d)inventions (including patents);
e)confidential information, trade secrets and know-how;
f)trade marks, service marks;
g)designs, circuit layouts; and
h)other results of intellectual activity in the industrial, commercial, scientific or literary or artistic fields,whether or not now existing and whether or not registered or registrable and includes any rights to apply for the registration of such rights and includes all renewals and extensions.
“Materials” means materials and items of any kind including without limitation, any concepts, ideas, discoveries, documents, reports, software, pictures, diagrams, information, data, compilations or records.
"Project" means the project outlined in Schedule 1.
"Project Materials" means Materials developed in conducting the Project.
“Project Period” means the Project Period specified in Schedule 1.
“Reports”means any report or presentation the Recipient is required to provide to QUT in connection with this agreement.
"Term" means the period of this agreement as specified in clause2.
2.TERM
2.1This agreement commences upon execution of the agreement by the partiesand continues for the Project Period unless it is terminated in accordance with clause11.
3.FUNDING FOR THE PROJECT
3.1Funding
QUTwill provide the Grant Money to the Recipientat the times specified in Schedule 1provided that the Recipient has fulfilled the Recipient’s obligations pursuant to this agreement.
3.2Expending Grant Money
The Recipient will:
a)ensure that the grant money is expended in accordance with the Budget; and
b)ensureany grant money is for the sole purpose of undertaking the activities outlined in the proposal.
3.3Unexpended Grant Money
At the end of the Term, any portion of Grant Money that has not been expended,or has been spent otherwise than in accordance with this clause 3, shall be paid back to QUTwithin 30 days of the end of the Term.
4.CONDUCT OF THE PROJECT
4.1The Recipient will ensure that the Project is performedas specified in Schedule 1 using the Specified Personnel.
4.2The Recipient will ensure all ethical and other approvals required for the Project are obtained and that they conduct the Project in accordance with all applicable laws, codes and guidelines, including those specified in Schedule 1.
4.3The Recipient must promptly notify QUT, if any of itsSpecified Personnel are unable or unwilling to continue with Project, and provide a suitably qualified and experienced replacement to be approved by QUT (approval not to be unreasonably withheld).
4.4The Project will not be amended or altered in any way except with the prior written approval of the QUT.
4.5Upon reasonable notice being given, the Recipient must, subject to privacy legislation, other applicable law and the Recipient’s confidentiality obligations, allow nominees of QUT reasonable access to the Recipient’s premises and/or records to enable QUT to confirm its obligations under this agreement.
5.REPORTING
Six month after commencement of the Project and upon completion of the Project, the Recipient shall provide a written report to QUT in accordance with the format and requirements specified by QUT.
6.PUBLICATIONS AND CONFIDENTIALITY
6.1Acknowledgment of QUT and Commonwealth
The Recipient must ensure the Australian Government Department of Health is clearly acknowledged and recorded in any publication regarding the Project.
6.2Prior Notice of Publication
A copy of any proposed publication regarding the Project must be delivered to the QUTnot less than 7days prior to it being submitted for publication. QUT shall then:
a)require amendments to the publication as it determines in its reasonable discretion; or
b)provide written consent to the publication.
6.3Confidentiality
6.3.1General obligation
a)the Recipient must not disclose Confidential Information, except if:
b)the disclosure is required by law;
c)the disclosure is reasonably made to a professional adviser, provided that the adviser is subject to a duty of confidentiality similar to the obligation imposed by this Agreement.
6.3.2Compulsion to disclose confidential information
a)If the Recipient becomes aware of any steps taken, being taken, or considered, to compel the recipient or any of its agents or employees to disclose Confidential Information, the Recipient must:
b)to the extent permitted by law, defer and limit the disclosure with a view to preserving the confidentiality of the Confidential Information as much as possible;
c)promptly notify QUT; and
d)do anything reasonably required by QUT including the institution and conduct of legal proceedings at the QUT’s direction and expense to oppose or restrict that disclosure.
7INTELLECTUAL PROPERTY
7.1Ownership of Project Materials
All ownership of the Intellectual Property in Project Materials will vest in the Recipient upon its creation.
7.2Ownership of Background Materials
Nothing in this agreement affects the ownership of the Intellectual Property in Background Materials.
7.3Licence to use
The Recipient grants to QUT a perpetual, irrevocable, royalty-free and licence fee-free world-wide, non-exclusive licence (including a right of sub-licence) to use, reproduce, modify, adapt, publish, perform, broadcast, communicate and exploit the Project Materials, and any Background Materials that are contained within the Project Materials, for any purpose.
This license shall include a right for QUT to license the relevant material to the public under an Open Access Licence. ‘Open Access Licence’ means a licence to the public on broad open access terms that allows any member of the public to perform a wide range of acts in respect of the material subject to certain restrictions
7.4Warranty
The Recipient warrants that to the best of the Recipient’s knowledge that QUT will not infringe a third party’s Intellectual Property by exercising their respective rights under clause 7.3.
8INDEMNITY
8.1The Recipient indemnifies QUT, its employees and agents against liability in respect of all claims, costs and expenses in relation to all loss, damage, injury or death to persons or property caused by the Recipient, its employees, agents or contractors in connection with the use of the Funding or the conduct of the Project except to the extent that QUT caused the relevant loss, damage or injury.
8.2The indemnity under clause 8.1 does not extend to any cost, expense, loss, liability or damage to the extent it is due to:
a)the negligence or wilful misconduct of QUT (or any of its personnel);or
b)any breach by QUT (or any of its personnel) of this Agreement.
9INSURANCE
9.1The Recipientmust ensure it is covered by a policy of professional indemnity insurance and a policy of public liability insurance with a reputable insurer to reasonably cover its liabilities in connection with this agreement for cover of not less than $10 million with an insurer acceptable to QUT. If the policies are taken out on a claims made basis the Recipient must maintain the policy (or maintain run off cover) for a minimum of 7 years.
9.2At QUT’srequest, the Recipient will produce a certificate of currency as evidence of the existence of the policies described in clause 9.1(a).
10GOODS AND SERVICES TAX
10.1The parties acknowledge that all amounts stated in this agreement are stated exclusive of any amounts due under the GST Act.
10.2The parties agree that in addition to any amount expressly payable by QUT under this agreement, the AusHSI Administratorwill pay any applicable GST.
11BREACH AND TERMINATION
7.
8.
9.
10.
11.
11.1Right of termination
a)This Agreement may be terminated by mutual consent in writing of the parties or in accordance with this clause.
b)Termination of the Agreement will not affect a right, power, remedy, obligation, duty or liability of either party under this Agreement that had accrued prior to the date of termination.
11.2Failure to rectify a breach
a)If a party is not meeting any of its obligations under this Agreement (referred to as the ‘party in breach’), then the other party (referred to as the ‘dissatisfied party’) may:
b)by notice in writing to party in breach specify which obligations are not being met; and
c)if after 14 days from the notification has been served, the dissatisfied party is still of the reasonable opinion that these obligations are not being met or will not be met in a reasonable time the dissatisfied party may terminate this Agreement in whole or in part by giving notice in writing to the party in breach.
11.3Immediate termination
a)QUT may end this Agreement immediately, by giving written notice to the Recipient, if any of the following events occur:
- the Recipient commits a breach of this Agreement and either this breach is unable to be rectified or the Recipient is unwilling to rectify the breach;
- there is a significant risk that the Recipientwill be unable to pay its debts as they fall due; and this has a material effect on the Recipient’s capacity to perform its obligations under this Agreement;
- the Recipient assigns its rights or subcontracts any or all of its obligations under this Agreement (except as otherwise permitted by this Agreement);
- Austin Health terminates the Head Funding Agreement with QUT or reduces the scope of that Agreement; and/or
- QUT ceases to receive funding for the Project from Austin Health
12Privacy
12.1The Recipient must in collecting, storing, using or disclosing any personal information(as that term is defined in the Privacy Act 1988 (Cth)) in connection withthis agreement, comply with all applicable privacy laws.
12.2Where the Recipient is a ‘contracted service provider’ within the meaning of section 34 of the Information Privacy Act 2009 (Qld) (the “Information Privacy Act”), it agrees, in undertaking the Project:
(a)to collect Personal Information, and to use or disclose Personal Information obtained during the course of carrying out the Project, only for the purposes of this agreement;
(b)not to do any act or engage in any practice that would breach an IPP, which if done or engaged in by an agency, would be a breach of that IPP;
(c)to carry out and discharge the obligations contained in the IPPs as if it were an agency under the Information Privacy Act;
(d)to comply with Part 3 of the Information Privacy Act if transfer of Personal Information outside Australia is contemplated or necessary for the purpose of undertaking the Project;
(e)to immediately notify QUT if the Recipient becomes aware that disclosure of the Personal Information is, or may be, required or authorised by law, or if it becomes aware of a breach or possible breach of any of the obligations contained in, or referred to in, this clause 8 whether by the Recipient; and
(f)to ensure that any employee of the Recipient who is required to deal with Personal Information for the purposes of this Agreement is made aware of the obligations of the Recipient set out in this clause 8, and, when requested by QUT, provide evidence to QUT’s satisfaction that it has done so.
12.3In this clause 12, the terms ‘agency’ and ‘Information Privacy Principles’ (IPPs) have the same meaning as they have in Schedule 5 of the Information Privacy Act.
13NOTICES
13.1.1Form of Notice
Any notice, approval, consent or other communication ("Notice") from one party to another must be in writing and be signed by a person duly authorised by the party giving the Notice.
13.1.2Manner of Service
A Notice must be served or delivered by:
a)leaving it at the party’s address;
b)sending it by ordinary pre-paid post (airmail if being sent from or to a place outside of Australia) to the parties’ address;
c)sending it by facsimile to the facsimile number of the party;or
d)emailing it in PDF or other equivalent format.
13.1.3Address for Service
Until other details are specified by a party as its address or facsimile number for service, the following shall apply:
QUT:
Address:Queensland University of Technology
2 George Street
Brisbane, QLD, 4000
Postal Address:Queensland University of Technology
GPO Box 2434
Brisbane QLD 4001
Facsimile:07 3138 6030
Attention:
Project Ref. No:
Email address:
The Recipient:
Address:
Postal Address:
.
Facsimile:
Attention:
Project Ref. No:
Email address:
14DISPUTE RESOLUTION
14.1If a dispute arises in connection with this agreement,the party that raises the dispute must give to the other party a notice containing details of the dispute and requiring its resolution under this clause (“Dispute Notice”).
14.2Senior representatives of each party with authority to resolve the dispute must confer within 7days after the Dispute Notice is given to try to resolve the dispute.
14.3If the dispute is not resolved within 14days after the Dispute Notice is given to the other party (“theFirst Period”), the dispute is by this clause submitted to The Institute of Arbitrators and Mediators Australia for mediation in accordance with itsthen current Mediation Rules. The mediation must be conducted in Brisbane.
14.4The parties must comply with this clause before commencing legal proceedings.
14.5This clausedoes not prevent any party from obtaining any injunctive, declaratory or other interlocutory relief from a court which may be urgently required.
15MISCELLANEOUS PROVISIONS
15.1Severance
If any provisions of this agreement is invalid, illegal or unenforceable the provisions shall be read down to such extent as may be necessary to ensure that it is not illegal, invalid or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of this agreement shall not in any way be affected or impaired.
15.2Waiver
The failure or delay, relaxation of any party in exercising any power or right given to that party under this agreement does not operate as a waiver of that power or right. .
15.3Governing Law
This agreement shall be construed in accordance with and governed by the laws of the State of Queensland and the parties hereby submit themselves to the non-exclusive jurisdiction of the courts in that State.
15.4Variation
This Agreement may only be varied by a document executed by the parties.
15.5Entire Agreement
This agreement constitutes the entire agreement between the parties in relation to the subject matter of this agreement.
15.6 Counterparts
This agreement may be signed in counterparts which taken together will form one instrument.
11.7Survival
Clauses 3-9 and 12 survive expiry or earlier termination of this agreement.
11.8Relationship of parties
Each party enters into this subcontract as an independent contractor. Nothing in this Subcontract will create any other relationship between the parties including any relationship of partnership, agency, trust, joint venture or otherwise, nor constitute or deem an employee of one party to be an employee or responsibility of the other party
Schedule 1.
Title of Project:
Project Reference No.:
Specified Personnel:
Collaborators:
Project Period:X months from the date funding is received by the Recipient]
Project Description:
[insert scope, intended outcomes and due dates for different outcomes]
Applicable Codes and Guidelines:
[insert title and web links to the applicable codes and guidelines that apply to the research]
Schedule 2
Title of Project:
Project Reference No.:
Project Budget:As detailed below
Budget Item / AmountExcluding GST / GST Component
Personnel
General Consumables
Other
Total
Budget Allocation: