Foundation Documents
There are three key foundation documents for the CRC that will be implemented at the commencement of the CRC. It is important for these three documents be developed together as they interact and will need to be consistent in how they carry across obligations noted in a number of clauses within the Commonwealth Grant Agreement.
The Commonwealth Grant Agreement
This document outlines the terms and conditions of the grant including reporting requirements, payment schedules and the agreed milestones that must be met in order to receive payments.
The Grant Agreement will include the schedule of cash and in-kind contributions made by partners of the CRC. Core partners of the CRC are named individually based on the partner declarations submitted during bid stage. Other third party and ancillary partners of the CRC are not listed individually but as a consolidated number.
During the establishment stage it can take time to finalise partner agreements. The CRC will report progress each quarter to the CRC Program team and variations to the grant agreement can be proposed to the CRC Program annually to add or remove partners, update contributions and milestones subject to their approval.
The Constitution
As mentioned earlier the Constitution states the primary objectives of the CRC and defines the rules related to corporate governance, business activities, behaviours of directors and members and rights and obligations of its directors and members. The interim constitution may need to be updated to reflect the planned ‘business as usual’ state of the CRC and obligations required under the Commonwealth Grant and Partner Agreement.
It is usual to circulate a draft of changes in the Constitution to members for their comment.
The Partner (or Member or Participants) Agreement
The partner agreement outlines the terms and conditions for how partners will interact with the CRC. CRCs can establish a single Partner Agreement that binds all the partners collectively or some CRCs have chosen to establish separate bilateral agreements based on an agreed template.
The CRC Program team provide templates for the Partner Agreement which is a good starting point.
Other agreements that may be required by the CRC are listed in sections: Intellectual Property, List of Contracts and HR Models.
Managing expectations
Inform your participating organisations that you intend to undertake two rounds of drafting of the Core Participant Agreement. There is an enormous power differential between, say, the CSIRO or a State Government and a small business. In the past, we have seen limitless resources put into legal opinions from large organisations that will exhaust the budget and energy of the smaller players. Making it clear that you intend to do only two rounds of drafting will hopefully make all parties pay attention and provide all their issues upfront.
Explain the reasons for your decisions on IP and management issues contained in the Core Participant Agreement and ensure a full and thorough briefing of the CRC's own lawyer. A combative process will delay and possibly sour the start of the CRC.