• Section 1 - Purpose and Context
• Section 2 - Definitions
• Section 3 - Section 3 - Policy Statement
• Role of OULC
• In-House Legal Services - General Overview
• External Lawyers
• Legal Services to Controlled Entities
• Section 4 - Procedures
• Request for Legal Services or Advice
• External Legal Services
• Costs
• Section 5 - Guidelines
• When to Contact OULC
• Legal Professional Privilege
• Disputes and Litigation

Section 1 - Purpose and Context

(1) The Office of Legal Counsel (OLC) is responsible for the provision of legal services and advice, whether provided in-house or obtained from external lawyers, to the University. In some cases, OLC may also provide legal services and advice for controlled entities of the University.

(2) OLC also provides advice and services in relation to the development and review of University policies, as part of its contribution to the overall governance of the University and compliance with laws.

(3) This policy outlines the principles and procedures to be followed when requesting legal services or advice.

(4) This policy applies to all officers and staff of the University.

Section 2 - Definitions

(5) For the purposes of this policy, the following definitions apply:

1. OLC means the Office of Legal Counsel;
2. GC means the person appointed as the General Counsel (including any person acting in that position);

Section 3 - Section 3 - Policy Statement

Role of OULC

(6) OLC lawyers provide independent legal advice and services that take into account the overall interests and business of the University - not just the specific interests of the University officer, employee or unit concerned.

(7) All OLC lawyers are admitted to practice in New South Wales and hold current practising certificates.

(8) OLC will, in appropriate circumstances, refer a particular matter or transaction to a more senior officer of the University for instructions where there is any issue about the overall interests of the University.

In-House Legal Services - General Overview

(9) Any legal services or advice requested from the OLC or from external lawyers engaged on behalf of the University, must relate to the business and interests of the University.

(10) OLC does not provide legal services or advice of a personal nature to officers, employees or students of the University.

(11) Any legal services or advice required for external work undertaken by UWS employees must first be approved and undertaken in accordance with the External Work Policy.

External Lawyers

(12) In some cases, the University retains external lawyers to provide legal services or advice. Only OLC lawyers or other positions specifically named in the Delegations (Administrative) Policy (after first consulting the GC ) have authority to retain external lawyers on behalf of the University.

Legal Services to Controlled Entities

(13) OLC may provide legal services to controlled entities in the following circumstances:

1. where there is no conflict between the interests of the University and that of the controlled entity in relation to the matter or transaction;
2. the matter or transaction has sufficient connection to the core business and interests of the University.

(14) Before agreeing to provide services to a controlled entity, the GC must also be satisfied that:

1. the matter or transaction is within the expertise of OLC; and
2. the matter or transaction will not unreasonably burden or divert the resources of OLC to the detriment of the University.

Section 4 - Procedures

Request for Legal Services or Advice

(15) Legal services or advice may only be requested by or with the prior approval of:

1. a senior officer of the University (that is, the Vice-Chancellor, any Deputy Vice-Chancellors, Pro Vice-Chancellors, Deans, Chief Financial Officer, University Librarian, Academic Registrar );
2. the Director of administrative unit or institute;
3. in the case of a controlled entity, the chief executive officer or general manager of that controlled entity.

(16) All requests for legal services or advice should be directed to the OLC email address at legal@uws.edu.au.

(17) All requests for legal services must include detailed information about the matter or transaction (including copies of all relevant documents) to OLC at the time a request for services is made. The following information is required before the Office of Legal Counsel can commence work:

1. a summary of what the matter or transaction is about and, if a contract, details of what has already been negotiated with the other party;
2. evidence that the transaction has first been authorised by the person(s) with appropriate authority (including funding arrangements);
3. the name of the person who will be instructing the OLC [who must be a person listed in clause (15)];
4. any other information requested by OLC; and
5. all documents (including approvals) and background information relating to the matter or transaction, including any requested by OLC.

(18) Before instructing OLC in any commercial transaction, the officer or employee instructing OLC should ensure that any procedures or approvals required under other University policies (for example, the University's Procurement Policy and Commercial Activities Guidelines) have been, or are in the process of being, followed and obtained.

External Legal Services

(19) OLC has established a panel of lawyers who have been chosen for their expertise in relevant areas of law and for their knowledge of the University's statutory and operating regime.

(20) OLC will coordinate the instruction of any external lawyers engaged on behalf of the University.

Costs

(21) OLC does not charge for in-house legal services provided to academic or administrative units of the University.

(22) OLC has an approved budget for the engagement of external lawyers which is reviewed annually. However, in some cases the academic or administrative unit may be responsible for payment of external legal costs, for example, if that unit has a project budget that includes legal expenses, or where the matter involves a dispute (including litigation) that has arisen because of the failure of that academic or administrative unit to comply with University policy. In the latter case, the Deputy Vice-Chancellor, Corporate Strategy and Services in consultation with the GC, has authority to decide whether those costs will be met from the OLC external legal expenses budget or whether these must be paid for directly by the academic or administrative unit concerned.

(23) The costs of any external legal advice obtained by OLC for and on behalf of a controlled entity are payable by that controlled entity, unless the GC [after first consulting the Deputy Vice-Chancellor, Corporate Strategy and Services ] first agrees otherwise. OLC will consult with that controlled entity before engaging any external lawyers.

Section 5 - Guidelines

When to Contact OULC

(24) Instructions received within OLC are normally dealt with in order of receipt, but are prioritised according to level of importance and genuine urgency. Accordingly, it is important to involve OLC as early as possible in any transaction or matter where legal advice or services are required, including where:

1. there is an actual or potential dispute (even if it has not yet escalated to litigation); or
2. when it is proposed to procure goods or services for the University.

(25) Where a transaction involves a tender with a specified time frame, that time frame should take into account any need for OLC to prepare documentation (such as draft contracts).

Legal Professional Privilege

(26) As a general rule, the University is entitled to claim legal professional privilege for any communications between lawyers (including OLC lawyers) and University officers and staff, provided those communications are for the dominant purpose of seeking or receiving legal advice or services, or where those communications relate to litigation that has already commenced or is anticipated. For more information about legal professional privilege, visit the OLC website.

(27) All University officers and staff must treat all communications between them and OLC (and any external lawyers) as strictly confidential, and only disclose them to others within the University on a "strictly need to know" basis. This is to ensure that the University can maintain any claim for legal professional privilege to which it may be entitled. This is particularly important in any disputes or litigation involving the University in order to minimise the risk of inadvertent waiver of legal professional privilege.

(28) Under no circumstances should any communications from or to OLC or external lawyers be disclosed to anyone outside the University, without first obtaining the approval of the GC.

Disputes and Litigation

(29) From time to time, the University may be a party to disputes or litigation with another person, either as a claimant or plaintiff or as a respondent or defendant.

(30) Refer to the UWS Disputes, Claims and Litigation Policy for more information.