Clinical Supervision Agreement

This Agreement is made between:

FLINDERS UNIVERSITY, ABN 65 542 596 200, a body corporate established under Section 3(1) of the Flinders University of South Australia Act 1966 (SA) of Sturt Road, Bedford Park, Adelaide, South Australia ("University")

and

NAME, Trading as [business name], ACN or ABN, of [address] ("Specialist")

RECITALS

  1. The University offers a course of study through its School of Medicine, in which selected University students undertake a year-long program of clinical experience called the Parallel Rural Community Curriculum (PRCC) within the Flinders University Rural Clinical School, as part of their tertiary education.
  1. The University has requested the Specialist to permit University students undertaking the Parallel Rural Community Curriculum Program to attend theatre and/or consulting sessions with the Specialist for the purpose of undertaking supervised clinical experience.
  1. The University and the Specialist wish to enter an Agreement to allow University students to undertake supervised clinical experience as part of the PRCC when the need arises. The parties wish to pre-agree the terms and conditions on which a placement will take place. It is understood by the Specialist that the execution of this Agreement does not oblige the University to provide the Specialist with University students for clinical placement.
  1. In this Agreement the University and the Specialist acknowledge that payments made by the University to the Specialist will be as an incentive to accept PRCC University students into the Specialist’s practice for supervised clinical experience.

OPERATIVE PART

  1. DEFINITIONS AND INTERPRETATION

1.1In this Agreement, unless the contrary intention appears:

‘Agreement’ means this document and includes any schedules or annexures to it;

‘Confidential information’means any information in any form disclosed by the one party to the other party or acquired by the one party from the other (whether deliberately or inadvertently) including,for the purposes of this Agreement, any information about the University's services, processes, systems, equipment, dealings, transactions, policies, finances, organisation, business plans, personnel or students, or any information marked "confidential" or which the University informs the Specialist is confidential, but excluding information that is available to the public and information which the Specialist can prove the Specialist lawfully possessed before obtaining it in the course of the engagement to provide the Services.

‘Date of this Agreement’ means the date on which this Agreement is signed by the last Party to do so.

‘Intellectual Property Rights’ means all intellectual or industrial property rights throughout the world and all associated goodwill, including without limitation all present and future rights in relation to inventions (including patents), copyright or rights analogous to copyright, trade marks (including service marks), domain names, designs, Confidential Information (including trade secrets), know-how, plant variety rights, eligible layouts and circuit layouts, whether unregistered, registered or registrable and for the entire life of those rights and any renewals.

‘Representative’, in relation to a party, means the directors, officers, employees and agents of that party.

1.2In this Agreement, unless the contrary intention appears:

(a) words importing the singular number include the plural number and vice versa;

(b) reference to a person includes the executors, administrators, successors and assigns of that person and includes corporations and associations;

(c) where any party comprises more than one person then the liability of those persons is both joint and several;

(d) headings are for ease of reference only and do not affect the construction of this Agreement;

(e) all words commencing with a capital letter have the meaning assigned to those words in this Agreement;

(f) ABN means Australian Business Number; and

(g) ACN means Australian Company Number.

  1. AGREEMENT PERIOD

2.1The Specialist will provide the Services from the Date of this Agreement until this Agreement is terminated in accordance with clause 7 of this Agreement.

  1. SERVICES

3.1The University engages the Specialist to provide supervised clinical experience to medical students of the University in 3 hour sessions (the “Services”) on an as needed basis.

3.2The Parties acknowledge and agree that this Agreement does not impose any obligation on the University or constitute any guarantee on the University’s part that the University will provide the Specialist with a minimum number of its students for supervised clinical experience.

3.3Unless agreed otherwise in writing between the Parties, the Services will be provided bythe Specialist personally.

3.4Sessions must be conducted under the supervision of the Specialist. Whilst other staff the Specialist works with, such as practice nurses, may contribute to the University student’s learning process, the Specialist must be responsiblefor the session and supervision of the University student.

3.5It may be appropriate for the University student to manage part of the patient consultation (e.g. commence taking patient history) without being under the direct supervision of the Specialist. However, the Specialist must maintain overall responsibility for both the session and the patient consultation.

3.6The Specialist is expected to engage in (more or less) normal consultations when the University student is present. Payments are intended to compensate the reduced number of consultations due to the presence of the University student.

  1. PRICE

4.1The price to be paid by the University for the Services is $100.00 plus GST per three hour session (the ‘Contract Price’).

4.2The Specialist can access a maximum of $100 for each three hour session provided to University students. Each Specialist can claim a maximum of two sessions per calendar day.

4.3The Specialist acknowledges they will only receive the Contract Price for Services organised and conducted through the University. The Specialist will not receive the Contract Price for sessions organised directly by a University Student.

4.4The Contract Price includes:

a)all expenses which the Specialist is responsible for under clause 15;

b)all insurance costs which the Specialist is liable for under clause 14;

c)all amounts payable for the use (whether in the course of performance of the Services or their enjoyment) of patents, copyright, registered designs, trademarks and other intellectual property rights; and

d)all charges for the provision of the Services except as provided in clause 4.4 below.

4.5The Contract Price excludes GST which will be in addition on submission of a valid tax invoice.

.

  1. TERMS OF PAYMENT AND INVOICING

5.1The University must pay the Contract Price in accordance with this clause.

5.2On receipt of a written letter from the University listing the University students seen by the Specialist retrospectively (the ‘Student List’), the Specialist must submit to the University a correctly rendered tax invoice in accordance with clause 5.5.

5.3The issuing of a correctly rendered invoice by the Specialist under clause 5.2 signals the Specialists’ agreement to the Student List provided by the University.

5.4If the Specialist does not agree with the Student List provided under clause 5.2, the Specialist must contact the author of the Student List or their relevant contact at the University to discuss any discrepancies.

5.5An invoice will be correctly rendered if it complies with the requirements of this Agreementandmeets the requirements of being a valid tax invoice for GST purposes.

5.6Unless this Agreement states otherwise, the University will pay for the Services within 30 days after receipt of a correctly rendered tax invoice for the Services.

  1. SPECIALIST'S OBLIGATIONS

6.1The Specialist warrants the exercise of skill, care and diligence to a highstandard in providing the Services.

6.2The Specialist warrants that it is a licensed and registered medical practitioner with the Medical Board of Australia.

6.3In providing the Services the Specialist must:

a)comply with any reasonable directions given by or on behalf of the University from time to time;

b)comply with all policies procedures and directives of the University so far as they are made known to the Specialist;

c)comply with all applicable standards, laws and regulations;

d)take all reasonable practical measures to ensure the Specialist's and the University student’s safety and the safety of the Specialist's employees;

e)provide and use appropriate safety equipment and clothing and require employees of the Specialist to use that equipment;

f)provide the University on request with written evidence of Work Cover and prescribed payments taxation registration (if applicable).

6.4The Services must:

a)meet their purpose; and

b)be complete and in accordance with the description in clause 3.

7.TERMINATION

7.1Either the University or the Specialist may at any time terminate this Agreement by giving one (1) month's notice in writing.

7.2The University may terminate the engagement without notice if theSpecialist:

a)commits a serious or persistent breach of thisAgreement; or

b)any of the Specialist’s employees or agents does an unreasonable act, or is convicted of any criminal offence, which in the University's reasonable opinion reflects unfavourably on it or on any person or entity associated with it; or

c)ceases to be able to pay its debts as they become due; or

d)ceases to carry on business; or

e)any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator or any other like person of the whole or any part of the Specialist's assets or business.

7.3If this Agreement is terminated without notice under clause 7.2:

a)the parties are relieved from future performance without prejudice toany right of action that has accrued at the date of termination;

b)rights to recover damages are not affected.

7.4When this Agreementends, the Specialist must delete or remove any Confidential Information (as defined in clause 1)from any documents, computers or other property to which theSpecialist or any of its employees or agents hasaccess, unless there is a legitimate reason for retaining it.

8.CONFIDENTIAL INFORMATION

8.1Each party must:

a)keep the other party's Confidential Information secret and confidential;

b)use the other party's Confidential Information solely for the purpose of providing the Services, or as otherwise expressly authorised in writing by the other party;

c)not directly or indirectly disclose, or allow to be disclosed, the other party's Confidential Information (which for the avoidance of doubt includes the existence of this Agreement) to anyone; and

d)inform the other party immediately upon becoming aware or suspecting that an unauthorised person has become aware of any Confidential Information.

8.2Each party is permitted to disclose the other party's Confidential Information:

a)to its Representatives who have a need to know the Confidential Information in order to perform the party's obligations under this agreement, provided that such Representatives are aware of the confidential nature of the Confidential Information and are bound by equivalent contractual obligations of confidentiality;

b)to such of its professional advisers as are strictly necessary for the purpose of this Agreement; and

c)where the party is required by law or under the rules of any stock exchange to disclose the Confidential Information, provided that the party gives the other party reasonable advance notice and opportunity to object to the requirement to disclose such information.

8.3A party is liable for any breach of confidentiality by any of its Representatives.

9.INTELLECTUAL PROPERTY

9.1All Intellectual Property Rights created under this Agreement and relating to the Services is, from the time of creation of the right, owned by the party who created it and if created jointly, in such proportions representing the contribution of each party.

9.2The Specialist indemnifies the University, its officers, employees and agents against all loss, damage or expense arising in respect of any action or claim for alleged infringement of any patent, copyright, registered design, trade mark or any other intellectual property rights, by reason of the University's receipt or enjoyment of the Services.

9.3Nothing in this Agreement has the effect of transferring the ownership of any Intellectual Property existing prior to the date of this Agreement or created or developed outside the scope of this Agreement.

9.4The Specialist must not use the University’s names, logos or trade marks without the prior written consent of the University.

10.SUBCONTRACTING

10.1The Specialist must not enter into an arrangement to subcontract some or all of the performance of the Services to another party otherwise than under a formal written arrangement between the parties.

11.ASSIGNMENT

11.1 The Specialist must not assign or attempt to assign any rights under this Agreement without the University's written consent.

12.RELATIONSHIP

12.1Nothing in this Agreement constitutes arelationship of employer and employee, principal and agent, or partnershipbetween the University and the Specialist.

12.2The Specialist acknowledges that this Agreementdo not give the Specialist or the Specialist's employees authority to bind the University.

12.3The Specialist must not, and must ensure that the Specialist's employeesdo not, directly or indirectly assume or create or attempt to assume or createany obligation on behalf of or in the name of the University.

12.4The Specialist has no entitlement to any benefits,payments or allowances (including, but not limited to, annual leave, personal leave,long service leave or any other leave to which the Specialist might otherwise havebeen entitled if the Specialist was an employee of the University) other than payment of the Contract Price.

13.INDEMNITY

13.1Each party agrees to indemnify the other party and its Representatives ("indemnified parties") from and against any law suits, claims, losses, costs, damages or liabilities (or actions or proceedings in respect thereof) that the indemnified parties incur or may incur related to or arising from:

a)any breach by the indemnifying party or any of its Representatives of clause 8;

b)any personal injury or damage to property caused by the acts or omission of the indemnifying party; or

c)any wilful misconduct or negligence of the indemnifying party or any of its Representatives.

13.2The indemnity provided under this clause 13 will be reduced to the extent that the loss or damage was caused or contributed to by the acts or omissions of the indemnified parties.

14.INSURANCE

14.1The Specialist will provide and pay for all insurance which a reasonable andprudent medical practitionerwould consider to be appropriate in the conduct of a businessthe same as or similar to the Specialist's business providing the Services,including (but not limited to) public liability, medical/professional indemnity insurance and workers’ compensationinsurance.

14.2The Specialist will on request provide the University with proof of appropriateinsurance.

14.3The University warrants that it has taken out and will maintain the appropriate insurances for its students being placed with the Specialist under this Agreement.

15.ALL EXPENSES TO BE MET BY SPECIALIST

15.1The Specialist will be responsible for and will indemnify the University against allcosts, taxes, imposts, levies, payments and other outgoings and expenses (including,but not limited to income tax, payroll tax, sales tax, superannuation guaranteecharge, WorkCover charges, annual and other leave payments and loadings)incurred in or in consequence of the performance by the Specialist of the Services.

16.VISA REQUIREMENTS

16.1If the Services or any part of the Services are required to be carried out within Australia, the Specialist warrants that the Specialist (if a natural person) and any other person employed or engaged by the Specialist who will perform the Services in Australia is legally entitled to enter Australia and perform the Services. To avoid doubt, the Specialist will meet the cost of visas and all other costs incurred or in consequence of securing the right of the Specialist and its employees to enter and work in Australia in order to perform the Services.

17.ENTIRE AGREEMENT AND VARIATIONS

17.1This Agreement constitutes the entireunderstanding and agreement between the parties as to its subject matter.

17.2No agreement or understanding varying this Agreement is legallybinding on either party unless in writing and signed by both parties.

18.CONTINUING OBLIGATIONS

18.1Clauses 5, 8, 9, 13 and 15 will survive the termination of this Agreement.

19.SEVERABILITY

19.1 The whole or any part of any clause of this Agreement that is illegal or unenforceable will be severed from it and will not affectthe continued operation of its remaining provisions.

20.WAIVER

20.1 The failure of either party at any time to insist on performance of any provision of this Agreement is not a waiver of its right at anylater time to insist on performance of that or any other provision of the Agreement.

21.APPLICABLE LAW

21.1 This Agreement is governed by and construed in accordance with the laws of the State of South Australia.

EXECUTED as an Agreement

Signed for and on behalf of The Flinders University of South Australia by its duly authorised delegate in the presence of:
Signature of witness / Signature of signatory
Name of witness / Name and position of signatory
Date: / Date:
Signed for and on behalf of [SPECIALIST]
Signature of witness / Signature of signatory
Name of witness / Name and position of signatory
Date: / Date: