Contracting with the Queensland Government using QITC Agreements
Our principal lawyer has experience reviewing drafting and negotiating QITC agreements as a lawyer and over a decade IT consulting experience pre-law, which included many stints with government and quasi-government agencies. With qualifications across business, IT and law we can apply a multidisciplinary approach to bringing about a mutually beneficial relationship between businesses and the government.
What is a QITC agreement?
Queensland Information Technology Contracting framework (QITC).
The Queensland Information Technology Contracting framework (QITC) replaced the Government Information Technology Contracting framework (GITC) for contracting with the Queensland Government as of 2017, however remnants of the GITC still persist.
When contracting with the Queensland Government for ITC products and services there are 4 key types of contracts which are likely to set out the terms and conditions of the transaction. They are:
- The General Contract – Which is a short form QITC Agreement typically used for low risk transactions valued under $1Million.
- The Comprehensive Contract – Which is a longer form QITC Agreement used for moderate to high risk engagements and transactions over $1Million.
- The Supplier’s Terms and Conditions – Which is typically used for low risk transactions under $100,000. However, some modules forming part of Comprehensive QITC Agreements may incorporate supplier terms and conditions.
- Bespoke agreements – Which are used for very high-risk engagements.
What documents make up a QITC agreement?
The QITC framework provides for contractual conditions, various modules and various schedules.
The General Contract
The general contract typically consists of the:
- General Contract Conditions; and
- details schedule.
The Comprehensive Contract
The comprehensive contract is made up of the:
- Comprehensive Contract Conditions; and
- main details schedule.
Depending on the products or services provided, the comprehensive contract would include one or more of the following modules and module order forms. These modules have been tailored for:
- As a Service.
- Systems Integration.
- Telecommunications Services.
- Managed Services.
- ICT Professional Services.
And may include a number of optional schedules for:
- Price and payment terms.
- Project implementation and payment plan.
- Statutory declaration by subcontractor.
- Confidentiality, privacy and conflict of interest deed.
- Escrow agreement.
- Financial security.
- Performance guarantee.
- Service levels.
- Acceptance testing.
- Statement of work template.
- Change request template.
Depending on the scope of products and services being provided, putting together a QITC agreement can be quite a complex matter.
How are Intellectual Property Rights considered in a QITC Agreement?
A common concern for IT businesses is the treatment of intellectual property rights.
In dealing with material in which intellectual property rights subsist, both forms of the QITC Agreement define and distinguish between:
- Pre-Existing Material;
- New Material; and
- Third Party Material.
Whichever QITC agreement is used, the conditions cater for a range of ownership, assignment and licencing options. However, these should be read and negotiated carefully.
Standard clauses in a QITC Agreement
Like other commercial contracts a QITC Agreement will set out a common range of contractual clauses covering:
- Liability, including monetary limits and exclusions for consequential loss.
- Indemnities required by both the Government and the Supplier.
- Insurance requirements.
- Privacy and data security.
- Warranty periods.
- Liquidated damages.
Each module will also include common clauses specific to that particular product or service. By way of example, Module 3 – As a Service module, includes provisions pertaining to:
- Transition in and out obligations.
- Service Levels and credits.
- Maintenance and downtime.
- Implementation related inclusions, such as data migration and cleansing.
Like Module 3 – As a Service, each module has its own tailored contractual clauses which are relevant to those particular products or services.
QITC Agreement opinion
How do you find working with QITC Agreements?
To quote our principal lawyer:
“It is my view the QITC framework is a high quality set of documents which aligns with the notion that contracting with the Government should be fair and simple. Notwithstanding there are a lot of moving parts, particularly in the comprehensive version of the QITC Agreement, the framework actually makes putting together, reviewing and negotiating commercial IT contracts quite economical.”
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