cooperative drilling funding deed - nsw resources and web viewmeans the cooperative drilling round 2...

New Frontiers Cooperative Drilling round 2 Funding Deed.

Funding Deed

Department: NSW Department of Industry, Skills & Regional Development

Division: Resources & Energy

Activities: Drilling and related works including reporting requirements

Name of Project: New Frontiers Cooperative Drilling round 2

State of NSWDepartment of Industry, Skills & Regional Development

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ContentsA. Grant Details..................................................................................................................................3

1. Department..............................................................................................................................3

2. Grantee.....................................................................................................................................3

3. Recitals......................................................................................................................................4

B. Interpretation and Definitions.......................................................................................................4

1. Interpretation...........................................................................................................................4

2. Definitions.................................................................................................................................4

C. Terms.............................................................................................................................................7

1. Commencement.......................................................................................................................7

2. The Grantee’s obligations.........................................................................................................7

3. Purpose of Grant.......................................................................................................................8

4. Payment of Grant......................................................................................................................8

5. Withholding, Suspension and Changes to Grant.......................................................................9

6. Capital Equipment....................................................................................................................9

7. GST............................................................................................................................................9

8. Reporting and Payment of Grant..............................................................................................9

9. Intellectual Property...............................................................................................................11

10. Confidential Information.........................................................................................................11

11. Privacy....................................................................................................................................12

12. Public Announcements and Acknowledgement.....................................................................13

13. Insurance................................................................................................................................13

14. Indemnities.............................................................................................................................13

15. Termination............................................................................................................................14

16. Notices....................................................................................................................................15

17. Work Health and Safety..........................................................................................................15

18. General...................................................................................................................................15

19. Dispute Resolution..................................................................................................................17

D. Execution clauses.........................................................................................................................18

E. Application: Invitation to Apply...................................................................................................21


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A. Grant Details

1. DepartmentDetails Name The Crown in right of the State of New South

Wales acting through the Department of Industry, Skills and Regional Development (ABN 72 189 919 072).

Division Resources & Energy

Address 516 High St, Maitland NSW 2320Department Contact Person (refer to clause 16 Notices)

Name Michael HallettPosition Executive Officer, Geological Survey of NSWAddress 516 High St

Maitland NSW 2320E-mail [email protected]

2. GranteeDetails

Grantee Contact Person

Company Name and ABN

Contact Name Position Telephone Mobile E-mail

Grantee Secondary Contact Details

Name

Position Telephone Mobile E-mail

Project Name (the Project), excluding other exploration activities in the tenement

Tenement Awarded claim percentage per metre drill costs

%

Total Grant Funds (A maximum total of $[XX](GST exclusive) payable in the amounts, set out in Schedule C 8).

$


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Insurance policies required (refer to clause 13 Insurances)

Types of Insurances Minimum Sum Insured Tick if Required

Broadform Public Liability $10million for any single occurrence and unlimited in the aggregate as to the number of occurrences.

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3. Recitals

1. The Grantee has applied and been successful for Grant Funds pursuant to the New Frontiers Cooperative Drilling program (Program) (a NSW Government program which provides grants to exploration entities to fast-track exploration drilling programs).

2. Subject to the terms and conditions set out in this Deed, the department has agreed to provide the Grant to the Grantee for the sole purpose of the Grantee undertaking Activities for the Program.

B. Interpretation and Definitions

1. InterpretationUnless the context requires otherwise, in this Deed:

(a) the terms set out in the left hand column of the Grant Details have the meaning ascribed to them in the right hand column of the Grant Details;(b) words in the singular include the plural and vice versa;(c) where any time limit pursuant to this Deed falls on a day which is not a Business Day then the time limit will be deemed to have expired on the next Business Day;(d) a reference to a statute, regulation, ordinance or by-law will be deemed to include a reference to all statutes, regulations, ordinances or by-laws amending, consolidating or replacing same from time to time;(e) headings are for convenience only and do not affect the interpretation of this Deed;(f) the meaning of general words is not limited by specific examples introduced by “including” or “for example” or similar expressions;(g) references to persons include bodies corporate, government agencies and vice versa;(h) references to the parties include references to respective directors, officers, employees and agents of the parties;(i) nothing in this Deed is to be interpreted against a party solely on the ground that the party put forward this Deed or any part of it; and(j) where an expression is defined, any other grammatical form of that expression has a corresponding meaning.

2. Definitions

Activity means the activity(s) described in the Application, which aim to fulfil one or more of the Objectives of the Project, and includes:


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(a) the provision of Project Material;(b) any works that are required to be undertaken by the Grantee as part of a Project during the Cooperative Drilling round 2 Term(c) any parts of the Activity that are required to be undertaken by the Grantee’s subcontractors; and(d) any other obligations that are required to be performed by the Grantee under this Deed in order to deliver the Project.

Application means the Cooperative Drilling round 2 Invitation to Apply submitted by the Grantee to the Department. See Part E of this Funding Deed.

Background IP means Intellectual Property that is made available by a party for the purpose of this Deed, whether upon commencement of this Deed or during the term of the Deed, and:

(a) is in existence prior to the date of this Deed; or(b) is brought into existence independently of this Deed or the Project.

Budget refers to a budget for expenditure of the Grant for the purposes of conducting the Activity or performing obligations under this Deed.

Business Day means any day other than a Saturday, Sunday or public holiday in New South Wales.

Capital Equipment means any item of tangible property, purchased, leased, created or otherwise brought into existence wholly, or in part, with the use of the Grant, which has at that time a value of over $5,000 inclusive of GST, but does not include Project Material.

Claim means any cost, expense, loss, damage, claim, action, proceeding or other liability (whether in contract, tort or otherwise), however arising and includes legal costs on a full indemnity basis.

Commencement Date means the date the last party has executed this Deed.

Confidential Information of a party means all trade secrets, financial information and other commercially or scientifically valuable information of whatever description and in whatever form (whether written or oral, visible or invisible) which:

(a) is by its nature confidential;(b) has been designated as confidential by a party;(c) is capable of protection at law or equity as confidential information; or(d) is derived or produced partly from the Confidential Information,but does not include information that:(e) is in the public domain; or(f) is independently known or developed by the party receiving the information other than as a result of a breach of this Deed or any other obligation of confidentiality owed by or to any other person.

Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss and any other form of consequential, special, indirect, punitive or exemplary loss or damage.


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Deed means this Funding Feed document and includes the Interpretation and Definitions, Details, Terms and program descriptions submitted in the Application - and any other schedules, annexures or other documents cross-referenced in this deed.

Expenditure means costs directly related to the approved Activity

Final Report means the final report as specified in clause 8 Reporting and Payment

Grant means the grant specified in the Details.

Grantee means the recipient of the grant as specified in the Details.

GST means the goods and services tax or similar value added tax levied or imposed in Australia under the GST Law and includes any replacement or subsequent similar tax.

GST Law means A New Tax System (Goods and Services Tax) Act 1999.

Information Protection Principles means a provision set out in Division 1, Part 2 of the Privacy and Personal Information Protection Act 1998 (NSW).

Intellectual Property or IP includes:

(a) all rights in relation to copyright, inventions, plant varieties, trademarks, designs, patents; and(b) all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields including trade secrets and know-how,(c) but does not include Moral Rights.

Moral Rights has the same meaning as in the Copyright Act 1968 (Cth).

Notice means any approvals, consents, instructions, orders, directions, statements, requests and certificates, or other communication to be given under this Deed.

Objectives means the objectives of the Activities described in the Application.

Personal Information has the same meaning as in the Privacy and Personal Information Protection Act 1998 (NSW).

Phased Approach means a drilling program as described in the Application that the Grantee for logistical reasons, carries out in two or more discrete phases.

Project Material means material created as part of or in performance of the Project as described in clause 8.

Project Plan means the work plan described in the Application.

Program means the New Frontiers Cooperative Drilling program round 2.

Program dates means the dates between the Commencement Date and 30 June 2017, by which time the Grantee must complete the relevant activities as set out in the Application.


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Report means Project Material that is provided to the Department for reporting purposes described in clause 8.

Taxable Supply has the same meaning as in the GST Law.

Tax Invoice has the same meaning as in the GST Law.

Term means the period commencing on the Commencement Date and ending on the date this Deed is terminated in accordance with clause 15 Termination.

Unexpended Grant Funds means any part of the Grant Funds that is committed by the Department but unspent by the Grantee.

C. Terms

1. Commencement1.1. This Deed will commence on the Commencement Date and continue for the Term.

2. The Grantee’s obligations

2.1 The Grantee must:(a) ensure the Grant Funds provided under this Deed are utilised in accordance with the Application and solely for the purposes of the Program;(b) not undertake activities that are inconsistent with the Activity(s) without the prior written approval of the Department;(c) comply with the reporting requirements set out in clause 8,(d) ensure that all Project Materials are submitted no later than 30 June 2017, (e) attend meetings with the Department to discuss any aspect of the Project, when requested by the Department; (f) immediately inform the Department Contact Person of any change in the Grantee’s status or circumstances that may affect the Grantee’s ability to undertake the Project or to comply with this Deed; (g) comply with all policies, guidelines and reasonable directions provided by the Department to the Grantee;(h) report on exploration activity on the Tenement as per its obligations to the Department; (i) agrees to retain for a period of four years after termination or expiration of this Deed all records relating to the Grant.(j) give full and accurate answers to any questions the Department or its representative may have concerning records relating to this Deed and provide all assistance reasonably requested by the Department (including State or Commonwealth government departments or agencies) in respect of any inquiry into or concerning the Project or this Deed. For these purposes an inquiry includes any administrative or statutory review, audit or inquiry (whether within or external to the Department), any request for information directed to the Department, and any inquiry conducted by Parliament or any Parliamentary committee.


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(k) if requested by the Department, provide additional information to the Department concerning the Project, subject to the Department’s request being reasonable in terms of administrative overheads and costs involved with compliance.(l) keep full and accurate accounts and records including:

I. an income and expenditure statement for the financial year(s) during the Term compared with the Budget and the audit of those records in accordance with Australian Auditing Standards;

II. documents relating to the Project including details of all work carried out under the Deed so as to enable all receipts and payments related to the Project to be identified in the Grantee’s accounts and reported in accordance with this Deed;

III. permit the Department at any time on reasonable prior notice, through its officers, agents or advisers authorised on its behalf, to examine and inspect any material in the possession of the Grantee which is relevant to the Grant or this Deed, including any records, and provide all necessary facilities for that purpose;

2.2 The obligations set out in clause 2 of this Deed are mandatory and non-compliance by the Grantee of any of those obligations will entitle the Department to terminate this Deed in accordance with clause 15.

2.3 The Grantee warrants that it:(a) will undertake the Project as stipulated in the Application in accordance with this Deed diligently, effectively and with due care and skill;(b) has the necessary qualifications and experience to undertake and complete the Project; and(c) all statements made in the Application were, when made, and remain correct, complete and not false or misleading in anyway.

3. Purpose of Grant 3.1. The Grant is personal to the Grantee and must not be used for any other purpose other

than for expenses incurred directly in connection with the Project Plan described in the Application.

4. Payment of Grant

4.1 Payment by the Department of the Grant Funds is subject to:(a) there being no un-remedied breach by the Grantee; and(b) the Department, in its reasonable opinion, being satisfied with the Grantee’s performance of the Activities contained in the Application.

4.2 Any payment of Grant Funds by the Department does not constitute an admission on the part of the Department that the performance of the Activity is in conformity with this Deed and no payment will be deemed to release the Grantee from its obligations under this Deed.

4.3 In no circumstances will the Department pay an amount in excess of the Grant Funds. 4.4 The Department is under no obligation to pay Unexpended Grant Funds to the Grantee.


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5. Withholding, Suspension and Changes to Grant5.1. Notwithstanding any other clause of this Deed, the Department may withhold, suspend

payment or otherwise adjust any aspect of the Grant Funds or any part of it for any reason at its sole discretion including but not limited to if it reasonably considers that the Grantee has not complied with this Deed

5.2. The Department may set off the amount of any overpayment or claim for repayment against any future payment of the Grant Funds to the Grantee.

6. Capital Equipment6.1. The Grantee must not acquire any Capital Equipment with the Grant.

7. GST7.1 All amounts paid to the Grantee by the Department in relation to this Deed are exclusive of

GST7.2 Unless otherwise defined in this Deed, words or expressions used in this clause have the

same meaning as defined in the GST Law7.3 If a Supply made under or in connection with this document is a Taxable Supply, then at or

before the time any part of the consideration for the Supply is payable:(a) the Recipient must pay the Supplier an amount equal to the total GST for the Supply, in addition to and in the same manner as the consideration otherwise payable under this document for that Supply; and(b) the Supplier must give the Recipient a Tax Invoice for the Supply.

8. Reporting and Payment of Grant8.1. Progress Report

(a) Schedule and Submission; The Grantee must submit Progress Reports to the Department Contact Person on or before the following dates:

Friday 30th September 2016

Friday 30th December 2016

Thursday 31st March 2017

Thursday 30th June 2017

If the Final report is to be submitted prior to 30th June 2017, no further Progress Reports are required.

(b) Content; Format for submission should be in pdf or similar in simple report style. Content to include in Progress Report:

Program details: Project name, Location, Company, Tenement, Contact name, Contact number and Contact email.

Timeline of drill program activities

Issues or concerns related to drill program activities

Description of the drilling works carried out (if any)

o Full list of activities and costo Cooperative Drilling Metres drilled and cost


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o Drillers Contract/Agreement

Spatial Map(s) showing location as specified in the Application

8.2. Final report(a) In order to submit the final report, and be eligible for payment of part or the entire grant the Grantee must have completed all or part of the Activity in the Application. (b) Schedule and submission; Final Report to be provided at the completion of the Program within the Program Dates (30th June 2017).(c) In circumstance where Grantees have long or broken drilling programs the Grantee may access interim Grant funds, as part of a Phased Approach. In this case, the format and delivery of Interim reports and attachments must be in the same format and content as the Final Report.(d) Content; Format for submission should be in pdf or similar in simple report style. Content to include in Progress Report:

Program details: Project name, Location, Company, Tenement, Contact name, Contact number and Contact email.

Timeline of drill program activities

Issues or concerns related to drill program activities

Description of the drilling works carried out,

o Full list of activities and costo Cooperative Drilling Metres drilled and cost

Drillers Contract/Agreement

Drillers tax invoices itemised and proof of payment

Drillers logs

Completed NSW Exploration Reporting Templates for Activities described in the Application.

Spatial Map(s) showing locations drilled and drillhole name and the EL boundary.

Expenditure report verifying the amount of the Grant claimed, and total Expenditure for Activities described on the Application

8.3. Invoicing(a) In circumstance where Grantees have long drilling programs there is opportunity to access interim payment of Grant funds via a Phased Approach.

i. The Grantee must have completed all or part of the Activity described in the Application.

ii. The funds released as part of a Phased Approach will be directly linked with the eligible metres drilled and corresponding Drillers invoices and contracts.

(b) The Grantee must ensure that the acceptable Tax Invoice and the Final Report is provided to the Department no later than 5pm AEST 30 June 2017.(c) The Invoice must be accompanied with a Final or Interim Report (as described in Part 8.2)


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(d) The Department will pay to the Grantee’s bank account (which must have a separate account code), within 30 Business Days of:

i. receiving an acceptable Tax Invoice from the Grantee for the portion of the Grant Funds that the Grantee is entitled to be paid; and

ii. A completed Final or Interim Report

8.4. Reporting Requirements (a) The Department

i. will maintain regular contact with the Grantee to monitor implementation of this Deed including site visits as required by the Department;

ii. may use any information it receives from the Grantee for any purpose subject to compliance with its confidentiality obligations under this Deed.

9. Intellectual Property9.1. Subject to clause 9.4, Intellectual Property in all Project Material vests in the Grantee. The

Grantee grants the Department and will ensure that relevant third parties grant (to the extent necessary) a royalty free, non-transferable, irrevocable licence to use the Project Material and any Background IP belonging to that party for the purpose of the parties fulfilling the Objectives and their obligations and objectives under this Deed.

9.2. Nothing in this clause affects ownership in Background IP.9.3. The Grantee warrants that the Department’s use of the Project Material or Background IP

will not infringe the intellectual property rights of any person. The Grantee indemnifies the Department, and will keep the Department indemnified from and against any loss, costs, expenses, demands or liability, arising out of a Claim by a third party against the Department alleging that the Project Material or Background IP infringes any intellectual property rights

9.4. Intellectual Property in all Reports vests in the Department immediately upon creation of those Reports.

10.Confidential Information10.1. If any Report contains Confidential Information of the Grantee, the Grantee should mark

the relevant parts of the Report accordingly and the Department agrees those parts of the Report will be treated as Confidential Information.

10.2. Each party as the recipient of Confidential Information must in relation to the Confidential Information of the other party:(a) keep it confidential;(b) use it only as permitted under this Deed;(c) not copy it or any part of it that is in material form other than as strictly necessary and must mark any such copy ‘Confidential – ([Name of Discloser]);(d) implement security practices against unauthorised copying, use and disclosure;(e) immediately notify the Discloser if the Recipient becomes aware of any unauthorised copying, use or disclosure in any form; and(f) cooperate with the Discloser in any reasonable action it takes to protect the Confidential Information.

10.3. The Grantee must promptly:


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(a) comply with any request by the Discloser to return or destroy any or all copies of Confidential Information; and(b) upon expiry or termination of this Deed, return to the Discloser all Confidential Information provided to it by the Discloser,

except that the Recipient may in good faith keep one copy of Confidential Information in safe custody on a confidential basis where needed for legal purposes.

10.4. A Recipient may disclose Confidential Information to only those of its employees, directors, officers, subcontractors, agents and legal, financial or other professional advisers who have a need to know the information for the purposes of this Deed, provided that, prior to the disclosure, the Recipient:(a) ensures that those persons are made aware of the confidential nature of the Confidential Information; and(b) procures an assurance that any such Confidential Information will be kept confidential.

10.5. A Recipient may disclose Confidential Information to the extent that it is required to be disclosed by law, provided that:(a) the Recipient must, to the extent reasonably practicable, give prior notice to the Discloser of the proposed disclosure with full details of the circumstances and the information to be disclosed;(b) the Recipient must postpone any disclosure required by law for as long as the Recipient is able to, without prejudicing the Recipient’s own position; and(c) the Recipient acknowledges that the Discloser, at its cost and expense, is entitled to make representation to the relevant court, tribunal or other body seeking or ordering disclosure as to whether the Confidential Information should be disclosed.

11.Privacy11.1. The Grantee will:

(a) ensure that Personal Information that is provided by the Department or collected by the Grantee under or in connection with this Deed is used only for the purposes of this Deed and is protected against loss and against unauthorised access, use, modification or disclosure or against other misuse;(b) not disclose any such Personal Information without the written consent of:

i. the individual to whom the Personal Information relates; orii. the Department,

unless otherwise required or authorised by law;

(c) comply with the Information Protection Principles applying to NSW public sector agencies under the Privacy and Personal Information Protection Act 1998 (NSW) when doing any act or engaging in any practice in relation to Personal Information as if it were an agency directly subject to that Act; and(d) include equivalent requirements regarding Personal Information (including this clause 11) in any subcontract entered into for the provision of any of the Activities under this Deed.


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12.Public Announcements and Acknowledgement12.1. The Grantee must:

(a) give prior written Notice to the Department of any public announcement regarding the Grant or the Project; and(b) if requested by the Department, acknowledge the Grant and the support of the Department, as directed by the Department from time to time:

i. in any public statements about the Project;ii. on the home page of any web site established in connection with the

Project; andiii. on any equipment or other facility funded wholly or in part by the Grant.

12.2. The Department may publicise the awarding of the Grant at any time after it is awarded and include:(a) the name of the Grantee;(b) the amount of the Grant;(c) the title and brief description, including outcomes, of the Project; and(d) the benefits accruing to the Grantee as the result of the provision of the Grant.

12.3. If requested to do so, the Grantee must obtain written authorisation from relevant Project partners or contractors authorising the Department to name those Grantees in any media statements, or in the Department’s annual report.

13. Insurance13.1. The Grantee must:

(a) maintain during the Term the Insurance Policies (and any other policies reasonably required to cover the Grantee’s liabilities under this Deed) on terms that are reasonably satisfactory to the Department; and (b) provide copies of the policies in (a) above to the Department if requested.

13.2. Where, in the course of carrying out an Activity, the Grantee seeks to rely on professional advice from a third party, the Grantee must ensure that the third party obtains and maintains a professional indemnity insurance policy for a minimum sum of $5 million in respect of any one claim.

13.3. The Grantee must not do, permit or suffer any act, matter or thing or omission whereby any of the policies referred to in this clause may be vitiated, rendered void or voidable.

13.4. Without limitation to clause 13.1, the Grantee warrants that it has and will maintain appropriate insurance to cover any liability it may incur in relation to this Deed.

14. Indemnities14.1. The Grantee must indemnify and keep indemnified the Department, the Crown in right of

the State of New South Wales and their officers, employees and agents from and against any loss (including legal costs and expenses on a solicitor/own client basis) or liability incurred or suffered by, or made against, any of those indemnified arising directly or indirectly from any Claim by any person as a result of or in connection with:(a) use of the Grant Funds or the use of any outcomes from the Project;(b) any breach of this Deed by the Grantee;(c) any unlawful or negligent act or omission by the Grantee or its subcontractors in connection with this Deed including but not limited to the Activities;


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(d) any illness, injury or death of any person caused or contributed to by the Grantee or its subcontractors in connection with this Deed;(e) any loss or damage to real or personal property caused or contributed to by the Grantee or its subcontractors in connection with this Deed; or(f) any act or omission by the Grantee or its subcontractors in connection with this Deed that is in infringement of any Intellectual Property, or privacy rights of the Department or any third party.

14.2. The Grantee’s liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent or unlawful act or omission by the Department, its officers, employees or agents directly contributed to the relevant loss or liability.

14.3. No party will be liable to the other party for Consequential Loss arising under or in respect of the Deed whether in contract, tort (including negligence), statute or any other cause of action.

14.4. The Grantee’s liability to indemnify the Department under this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation of the common law, statute or the other terms of this Deed.

15.Termination15.1. This Deed will end on the earlier of:

(a) the Department providing the Grant and the Grantee completing the Activities under the Application;(b) termination by either party by giving notice to the other party where the other party has breached any material provision of this Deed and that other party has not rectified the breach within fifteen Business Days of receiving notice requiring it to do so;(c) termination by the Department at any time by notice in writing to the Grantee, for its convenience including but not limited to a change in government policy, without the need to give reasons, and with effect from the date stated in the notice; (d) termination by the Department, without incurring any liability, immediately upon notice in writing to the Grantee if the Grantee engages in any conduct that causes or may cause imminent and serious risk to the health or safety of a person, or to the reputation, viability or profitability of the Project or the Department’s funding of the Project; ortermination by the Department, without incurring any liability, by notice to the Grantee with immediate effect if the Grantee becomes insolvent, makes an assignment for the benefit of creditors, is the subject of winding up proceedings whether voluntary or compulsory otherwise than for the purpose of reconstruction and amalgamation or a receiver is appointed to the Grantee by a court.Without limitation to clause 15 the Department may, by written notice to the Grantee, reduce the amount of the Grant with effect from the date stated in the notice.

15.2. Upon receipt of a notice of termination or reduction under this clause 16 the Grantee must:

i. take all available steps to minimise loss resulting from that termination; andii. continue work on any part of the Project not affected by the notice.

15.3. If this Deed is terminated by the Department under clause 15 (c) (termination for convenience) the Department will be liable for reasonable and unavoidable costs incurred


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by the Grantee that are directly attributable to the termination and which can be evidenced through appropriate records, provided that:(a) the Grantee will have no Claim for Consequential Loss, whether under the Deed or otherwise; and(b) the Grantee will not be entitled to payment or compensation which would together exceed the Grant which would have been payable under this Deed.

15.4. The Grantee must ensure that any subcontract which it enters into in connection with the Project includes a clause that is equivalent to this clause 15.

15.5. Termination by the Department under this clause 15 or under any other clause of this Deed is without prejudice to any other rights it may have at law.

16.Notices16.1. The Department’s Contact Person will be the primary liaison and contact officer between

the Department and the Grantee, and the Department’s Contact Person is authorised to give and receive Notices on the Department’s behalf.

16.2. Unless otherwise stated in this Deed, all Notices to be given under this Deed must be in writing, and hand-delivered, posted, faxed or emailed to the contact details for the Contact Person specified in the Details or as otherwise notified in writing.

16.3. Any Notice is deemed to be received by the receiving party as follows:(a) if hand delivered, the day on which it is left at the relevant address;(b) if sent by regular post within Australia, four (4) Business Days after the day on which it is posted;(c) if sent by email, on entering the information system of the recipient party, provided that any such Notices which are hand-delivered or emailed, are delivered before 5.00pm on a Business Day, otherwise they will be deemed to be received on the next Business Day.

16.4. Any such mode of service will be in all respects valid and effectual notwithstanding that the party on whom service is effected may be in liquidation, bankruptcy or wound up and notwithstanding any other matter or event whatsoever.

16.5. Notices given under the following clauses of the Deed must not be sent by email: clause 7 GST, clause 13 Insurance, clause 14 Indemnities and clause 15 Termination.

17.Work Health and Safety17.1. The Grantee acknowledges and warrants that the Work Health and Safety (Mines) Act

2013, Work Health and Safety (Mines) Regulations, Work Health and Safety Act 2011 and the Work Health and Safety Regulations 2011 and any associated legislation (Safety Law) may apply to the Activities carried out pursuant to this Deed.

17.2. The Grantee agrees to comply with all its requirements in accordance with the applicable Safety Law, including the requirement to consult with any other duty holder.

18.General 18.1. Survival

(a) The following clauses survive termination or expiry of this Deed: clause 9 Intellectual Property, clause 10 Confidential Information, clause 11 Privacy, clause 13 Insurance, clause 14 Indemnities, clause 15 Termination, this clause 18 General and any other clause which by its nature is intended to survive this Deed.


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18.2. Subcontractors(a) The Grantee:

i. remains fully responsible for the performance of the Activities if it subcontracts the performance of any part of those Activities; and

ii. must engage any subcontractors under written agreement on terms consistent with this Deed.

18.3. Conflict of Interest(a) The Grantee warrants that no conflict of interest:

i. existed as at the time of its application for the Grant; ii. exists at the time of executing this Deed;

(b) The Grantee must not carry on or be involved in any capacity in an activity or business, which may conflict with, or adversely affect, the Grantee’s ability to carry out its obligations under this Deed; and (c) The Grantee agrees to immediately notify the Department in writing if a risk of such a conflict arises.

18.4. Entire Agreement(a) This Deed states all the express terms agreed by the parties as to the matters referred to in this Deed. It supersedes all prior contracts, obligations, representations, conduct and understandings.

18.5. Variation(a) This Deed may only be varied by a deed in writing signed by the parties.

18.6. Inconsistency(a) If there is any inconsistency between provisions then the order of precedence will be:

i. the Details; ii. the Grantee’s Methodology and Project details described in the Application;

iii. these Terms; and iv. Reporting Requirements in clause 8.

18.7. Negation of employment, partnership or agency(a) This Deed does not create a relationship of agency, partnership, and/or employment between the parties.(b) The Grantee must not represent itself as being an employee or agent of the Department or as otherwise able to bind or represent the Department.

18.8. Waiver(a) If a party fails to exercise any of its rights under this Deed, or delays exercising those rights, that failure or delay will not operate as a waiver of those rights or any future rights or in any respect estop a party from relying on the terms of this Deed to their full force and effect.(b) Any waiver by a party of a breach of this Deed must be in writing and will not be construed as a waiver of any further breach of the same or any other provision.

18.9. Assignment(a) The Grantee must not assign or novate its obligations or interests under this Deed, without the prior written consent of the Department.

18.10. Counterparts


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(a) This Deed may be signed in any number of counterparts which taken together will constitute one instrument.

18.11. Governing Law(a) The laws of New South Wales govern this Deed and the parties submit to the non-exclusive jurisdiction of the courts in that State.

18.12. Joint and Several(a) If a party consists of more than one person, this document binds them jointly and each of them severally.

19.Dispute Resolution19.1. The parties agree not to initiate legal proceedings in relation to a dispute unless they have

tried and failed to resolve the dispute by negotiation. 19.2. The parties agree to continue to perform their respective obligations under this Deed

where a dispute exists.19.3. If a dispute arises between the parties in connection with this Deed, then within 10

Business Days of a party notifying the other party of a dispute, a representative of appropriate seniority and responsibility from each party must meet and use all reasonable endeavours acting in good faith to resolve the dispute within 10 Business Days of meeting.

19.4. The procedure for dispute resolution does not apply to action relating to termination or urgent litigation.


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D. Execution clauses

Department

Signed, sealed and delivered for and on behalf of the Crown in right of the State of New South Wales acting through the Department by its authorised signatory but not so as to incur personal liability:

Before

Signature Signature of Witness

Click here to enter Name Name of Witness

Title Address of Witness

Date Date

Grantee (Company)

Signed, sealed and delivered for and on behalf of Click here to enter text by:

Signature of Director (1) Signature of Director (2) or Company Secretary

Name of Director (1) Name of Director (2) or Company Secretary

Date Date


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Grantee (Authorised Signatory)

By entering into this Deed the signatory warrants that the signatory is duly authorised to execute this Deed on behalf of Click here to enter text .

Signed, sealed and delivered for and on behalf of Click here to enter text by its authorised signatory:

Before:

Signature of authorised signatory Signature of Witness

Name of authorised signatory Name of Witness

Date Address of Witness

Grantee (Sole Director Company)

Signed, sealed and delivered for and on behalf of Click here to enter text by its sole Director and Company Secretary:

Before:

Signature of Director and Company secretary Signature of Witness

Name of Director and Company Secretary Name of Witness



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Grantee (Partnership)

By entering into this Deed the signatory warrants that the signatory is duly authorised to execute this Deed on behalf of Click here to enter text .

Signed, sealed and delivered for and on behalf of Click here to enter text by its authorised signatory:

Before:

Signature of partner Signature of Witness

Name of partner Name of Witness


E. Application: Invitation to Apply (scan the full Invitation to Apply together with this Deed and include as one document for the final signed Funding Deed)


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cooperative drilling funding deed - nsw resources and web viewmeans the cooperative drilling round 2...

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