| Status |
Optional |
|---|---|
| Source |
Department of Finance |
| Additional information |
This clause may be included in a contract in circumstances where achieving value for money from the engagement of the Supplier, in part, relies on the knowledge, skills and deliverables resulting from the contract being captured and retained within the Customer agency.
The clause is drafted on the basis that the particular skills and knowledge transfer activities will be detailed in the Statement of Work for the contract. Therefore, if this clause is included in a contract then you will need to set out the ‘Knowledge Transfer Activities’ that the Supplier must perform as part of the services. The nature of the activities specified will depend on the services that are being provided. The following are examples of activities which could be specified where appropriate:
- making available all relevant Supplier personnel to answer questions from the Customer and its personnel in relation to the Services
- providing seminars, workshops or training on subject matter related to the Services
- delivering presentations on the processes and procedures involved in delivering the Services or other matters related to the Services
- providing user guides or process materials relevant to the Services
- sharing key learnings and any new ideas arising from the Services.
If Knowledge Transfer Activities are included in the Statement of Work, you should consider including milestones relating to these activities and separate line items in the Contract Price. The preferred approach is for these activities to occur throughout the lifecycle of the Services rather than all happening at the end of the term of the contract. Therefore, there may be a number of milestones or deliverables that refer to these activities.
The inclusion of knowledge transfer obligations in the Contract will require proactive management and monitoring of the Supplier to ensure that the requirements in the clause and the Statement of Work are complied with.
When incorporating the clause into a contract, its interaction with related clauses will need to be considered. Related clauses may include:
- intellectual property
- record keeping and audit
- dealing with copies and access to documents
- transition in and out
- clauses related to collaboration and cooperation.
X.1 For the purposes of this clause, ‘Knowledge Transfer Activities’ means the skills and knowledge transfer activities set out in the Statement of Work.
X.2 The Supplier must undertake the Knowledge Transfer Activities set out in the Statement of Work in accordance with the requirements of the Contract.
X.3 Without limiting clause X.2, the Supplier must ensure that the Knowledge Transfer Activities enable the Customer’s personnel to:
- obtain the full benefit of the Services;
- understand the relevant processes and procedures associated with the delivery of the Services; and
- otherwise build skills and knowledge in relation to the subject matter of the Services.
This clause should be included in new contracts for the procurement of services where it is considered necessary to ensure the retention of knowledge arising from the contract within the Commonwealth. Before deciding whether a particular clause is appropriate, procurement officials should carefully consider the context of the procurement.
Standardisation of contractual text results in efficiencies for both parties to a contract. When including this clause in a contract, changes may be required to align the clause with related clauses as noted in the guidance above.
Capitalised terms in the clause above are (unless otherwise defined) based on the definitions in the CCS Glossary. Terms that are capitalised may need to be changed to align with the Contract terminology.
