Draft Contract Management Policy

This policy applies to staff members.

To establish a standard framework for establishing and managing contracts to facilitate the University’s operations, minimise or eliminate exposure to risk, optimise contract performance and provide visibility over contracts.

Policy scope

1. This policy applies to all contracts entered into by the University (except those excluded under item 2 because they are managed separately by a responsible service division).

2. The following types of contracts are excluded from the scope of this policy:

• Human resources contracts including employment agreements and contracts for service with independent contractors managed by Human Resources.
• Research grants, partnerships, collaborations, and other research-related contracts managed by Te Puna Tiketike | Research and Innovation Office.

3. The contract category lead may prepare, supported as necessary by the General Counsel, templates for common types of contracts which set out the standard terms and conditions for the contract. All contract templates must be approved by the General Counsel before they are made available for use by staff members.

4. The contract category lead must review the contracts templates made available by the service division at least every three years, supported as necessary by the General Counsel, to ensure they remain current and fit for purpose. Changes to contract templates must be approved by the General Counsel before they are made available for use by staff members.

5. Directors of Service Divisions, Directors of Faculty Operations and Institute Operations Managers are responsible to ensure that all signed contracts within their faculty, Large Scale Research Institutes (“LSRI”) or service division are registered and uploaded to the Contract Register. Each faculty, LSRI and service division is subject to audit by University’s Risk Office as and when required.

6. Where commercially sensitive or other confidential information is likely to be shared by the University with a third party during a contracting process, the contract owner must ensure that a confidential disclosure agreement is signed by that party before confidential information is shared.

Note: Template confidential disclosure agreements can be requested via legal@auckland.ac.nz

7. A confidentiality or non-disclosure agreement provided by a third party must not be entered into by the University without the approval of the General Counsel.

8. A contract owner must collect all relevant information to initiate the preparation of a contract including:

• approved business case (if applicable) or management approval
• proposal or quotation documentation
• due diligence information
• relevant correspondence
• the appropriate contract template
• legal advice (if any).

9. The contract owner, with guidance from the contract category lead where required, must evaluate whether the proposed contract must comply with any specific University policy or procedures and ensure that any such requirements are met. These include but are not limited to the key documents listed in this policy.

10. If there is no contract category lead for a contract, or it is unclear which service division a contract falls under, the General Counsel can be contacted for advice.

11. The contract owner must manage any conflicts of interest in accordance with the Conflict of Interest Policy.

12. When preparing and negotiating a contract, the contract owner is to seek guidance and assistance from the contract category lead, supported as necessary by the General Counsel, where required.

13. The contract category lead must have a good understanding and knowledge of contract law. Where a contract owner does not possess the relevant knowledge of contract law, they must contact the responsible service division, supported as necessary by the General Counsel, for advice.

14. The contract owner must ensure that a contract:

• is in writing;
• includes the position title of the contract owner;
• correctly identifies the contracting parties using their full legal names; and
• clearly defines and details the specific terms of the contract.

15. Where a contract template is available, the standard terms and conditions of the contract template must form the basis of the contract (unless items 16 to 19 apply). If the standard terms and conditions of a contract template require variation to meet the specific or unique risks or requirements of a contract, the contract owner is to seek the advice of the contract category lead, supported as necessary by the General Counsel.

16. Where no contract template is available, the contract owner must consult with the contract category lead to determine if legal advice is required to prepare and/or negotiate the contract and the scope of the advice required. External legal services must only be engaged by the General Counsel or another staff member with delegated authority to engage external legal services.

17. Where a contract is presented by another contracting party (non-University contract), the contract owner is to review the non-University contract using the Contract Check List to identify specific provisions:

• that the University is unable to comply with;
• that are inconsistent with the University’s standard contracting positions; or
• that may otherwise result in exposure of the University to potentially material risk (including health and safety, contractual, financial, performance or delivery risk).

Note – The Risk Management Framework can be used to assess risk against the University’s risk appetite levels.

18. The contract owner is to refer a non-University contract, and the specific provisions identified in item 17, to the contract category lead, supported as necessary by the General Counsel, for advice. The General Counsel must be consulted where there are reasonable grounds to believe that in entering the non-University contract, the University may be exposed to material risk.

19. A non-University contract must not be used as the basis for a contract unless the contract category lead, supported as necessary by the General Counsel, both:

• determines that the cost and effort of amending the non-University contract to meet the University’s acceptable risk appetite levels will be less than that of producing a university contract; and
• amends the non-University contract to meet the University’s acceptable risk appetite levels for agreement with the other contracting parties.

20. The contract owner is to obtain all necessary approvals for a contract following any applicable approval processes and ensure that the contract is signed on behalf of the University by an authorised signatory.

Note – For example, the Procurement Policy and Capital Expenditure and Fixed Assets Accounting Policy contain specific approval processes.

21. Before a contract is signed, the contract owner must ensure that the following matters are drawn to the attention of the authorised signatory:

• any material variations to the standard terms and conditions of a contract template used as the basis of the contract; and/or
• any material risks or other issues arising from the contract.

22. The contract owner must:

• Ensure that the contract is signed by an authorised signatory of each of the other contracting parties and is dated.
• Lodge an electronic copy of the contract in the Contract Register.
• Effectively manage the contract.
• Retain and dispose of the contract and contract-related records (hard-copy and digital) in accordance with the University of Auckland Records Disposal Authority (DA).

Authorised signatory means a staff member with delegated authority to sign the contract as detailed in the Delegations Policy and applicable schedule.

Confidential disclosure agreement is an agreement designed to prevent disclosure of the University’s commercially sensitive or other confidential information to a third party or into the public domain and includes a non-disclosure agreement (NDA).

Conflict of interest has the meaning in the Conflict of Interest Policy.

Contract includes an agreement, exchange of letters, heads of agreement, and any other document which creates, or which may create, legally binding obligations on the University.

Contract category lead means service divisions set out below that have primary responsibility for supporting the following non-exhaustive types of contracts:

• Property Services: Construction contracts and related contracts such as consultancy contracts; agreements for sale and purchase of land and buildings; leases of land and buildings (landlord or tenant) and related contracts such as subleases, renewals and extensions, and rent reviews; licences to occupy including co-location agreements; supporting service contracts such as insurance brokerage and registered valuation services; use of facilities and venue contracts; retail operator contracts, accommodation contracts and licences to occupy.
  
  
• Finance: Contracts for the supply of equipment, consumables and services (including IT software, hardware and services); equipment leases; equipment installation, supply or fabrication contracts; non-research consultancy contracts; and other commercial contracts.
  
  
• Student and Scholarly Services:
  • All contracts relating to teaching including contracts that involve formal qualifications and regulations, student enrolments requiring reporting to TEC and/or involve charging of Tuition fees. This includes study abroad agreements; international articulation agreements, TNE agreements; joint/dual programme delivery agreements with overseas institutions;
  • Collective licensing agreements; subscription contracts; publishing contracts.
  • Work Integrated Learning and Practicum Placement Agreements.

• International Office: Non-EFTS related student and staff exchange agreements;
  
  
• Strategic Engagement: Inbound and outbound sponsorship contracts; Memoranda of Understanding, Collaboration and other strategic-engagement-related agreements.
  
  
• Alumni Relations and Development: Gifting, donation and other philanthropic contracts.

Contract owner means the staff member who is responsible for the establishment and management of a contract and, where applicable, includes other staff members who prepare and/or negotiate a contract on behalf of a contract owner.

Contract Register is the centralised online repository for storing contracts and related documents. The Contract Register is available through the ServiceNow Contract Management module.

Due diligence means the collection of information which will enable an assessment to be made of the ability of other contracting parties to meet their obligations under the proposed contract.

General Counsel means the person holding the position of General Counsel, or a person authorised to act or advise on their behalf.

Staff member means an individual employed by the University on a full or part-time basis and includes fixed term employees.

University means the University of Auckland and its subsidiaries.

Include the following:

• Contract and Commercial Law Act 2017
• Public Records Act 2005
• Capital Expenditure and Fixed Assets Accounting Policy
• Conflict of Interest Policy
• Conflict of Interest Procedures
• Conflict of Interest Guidelines
• Contract Check List
• Delegations Policy
• Gifts and Hospitality from Third Parties Policy
• Gifts and Hospitality Guidelines
• Marketing Sponsorship Policy
• Procurement Policy
• Records Management Policy
• Work-Based Learning Policy
• Work-Based Learning Procedures
• Work-Based Learning Guidelines
• Risk Management Policy
• Risk Management Framework
• Sensitive Expenditure Policy

Owner: Registrar
Content manager: General Counsel
Approved by: Vice-Chancellor
Date approved:
Review date: