Draft 1

Master Supply Agreement

for ITS 2573

A panel arrangement for the supply of various telecommunications equipment, infrastructure and services.

NSW Government Department of Finance, Services and Innovation (Purchasing Authority)

Supplier Name

ABN XXXX (Supplier)

132

ME_105523756_2 (W2003x)

ME_105523756_2 (W2003x)

ME_105523756_2 (W2003x)

Master Supply Agreement

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Details5

Agreed terms6

1.General6

2.Scope of Contract6

3.Ordering and Supply Contracts9

4.Deliverable Specific Issues12

5.Delivery Management14

6.Physical Acceptance17

7.Testing18

8.Documentary Deliverables20

9.Access20

10.Personnel21

11.Warranties23

12.Payment and Invoicing25

13.Taxes26

14.Intellectual Property Rights26

15.Confidentiality29

16.Privacy29

17.Insurance30

18.Guarantees31

19.Liability32

20.Indemnities33

21.Conflict of Interest35

22.Performance Management36

23.Government Policy37

24.Contract Administration37

25.Dispute Resolution38

26.Termination39

27.General41

Schedule1 - Dictionary44

1.Agreed Terms44

2.Interpretation55

Schedule2 List of Equipment, Infrastructure and Services covered by this Agreement and SMEPP57

Schedule3 - Equipment Terms61

1.Applicability61

2.Definitions61

3.Supply of Equipment62

4.Retention62

5.Right to Use Machine Code and Licensed Software62

6.Additional Capacity or Features63

7.Export64

8.Acquisition through a Reseller64

9.Availability of Equipment and Spares65

10.Specific Warranties66

11.Exceptions68

Schedule4 - Infrastructure Terms70

1.Applicability70

2.Definitions70

3.Supply of Infrastructure70

4.Retention71

5.Availability of Infrastructure and Spares71

6.Infrastructure Warranties71

7.Exceptions74

8.Export74

Schedule5 Services Terms76

1.Applicability76

2.Definitions76

3.Contract Period79

4.Staged Implementation80

5.Specified Personnel80

6.Reporting80

7.Performance Reviews81

8.Customer Directions81

9.Site Specifications82

10.Implementation Planning Study82

11.Acceptance Testing82

12.Employee Relationship82

13.Services Terms Warranties83

14.Exceptions84

15.Special Terms for Construction Services84

16.Special Terms for Professional Services93

17.Special Terms for Managed Services93

Schedule6 - General Order Form105

Schedule7 Prices109

Schedule8 Supply Contract Variation Procedures111

Schedule9 - Performance Guarantee114

Schedule10 - Financial Security118

Schedule11 Expert Determination Dispute Resolution Procedures121

Schedule12 Deed of Confidentiality124

Schedule13 Statutory declaration and Subcontractor statement131

Signing page133

Details

Date

Parties

Name

NSW Government Department of Finance, Services and Innovation

ABN

N/A

Short form name

Purchasing Authority

Notice details

Attention:

[insert]

Address:

[insert][insert]

Facsimile:

Not Applicable

Email:

[insert]

Name

ABN

Short form name

Supplier

[insert]

Notice details

Attention:

[insert]

Address:

[insert]

Facsimile:

[insert]

Email:

[insert]

Background

The NSW Government, represented by the Purchasing Authority, has authorised this Agreement to be used by Eligible Customers for the acquisition of telecommunications related equipment, infrastructure and services.

The Purchasing Authority wishes to enable Eligible Customers to procure various items of equipment, infrastructure and services from the Supplier from time to time for use in, or in connection with, the business, operations and services of the relevant agency or NSW Government entity or body.

The Purchasing Authority and the Supplier agree that from time to time, Eligible Customers may purchase equipment, infrastructure and services from the Supplier, and the Supplier will supply that equipment, infrastructure and services on the terms of Purchase Orders entered into under this Agreement.

The Purchasing Authority is responsible for the administration of this Agreement on behalf of Eligible Customers and has authority to act on behalf of these entities in this respect.

Agreed terms

General

PROCURING EQUIPMENT, INFRASTRUCTURE AND SERVICES

This Agreement requires that all Eligible Customers who acquire Equipment, Infrastructure and/or Services (as applicable) (Contracted Items) from the Supplier do so using the General Order Form (or as otherwise permitted under this Agreement).

This Agreement describes the relationship between the Purchasing Authority and the Supplier for the administration of the arrangement, including the means by which Contracted Items can be acquired under this Agreement, how those items can be updated during the Term, the pricing for the Contracted Items, which entities are entitled to acquire Contracted Items under this Agreement, which Approved Agents can be used by the Supplier to supply the Contracted Items, the Term of this arrangement, the minimum insurance requirements and any Performance Guarantee requirements, as well as the general terms and conditions applicable to the relationship.

The Parties agree to perform their obligations in accordance with the terms and conditions of this Agreement.

The Supplier must comply with the Panel Rules at all times during the Term of this Agreement.

DICTIONARY

Key terms and concepts used in this Agreement are defined in Schedule1 (Dictionary).

Scope of Contract

PRICING FOR CONTRACTED ITEMS

Where an Eligible Customer executes a Purchase Order in accordance with this Agreement, the Eligible Customer must acquire the Contracted Items at the Prices which, for those Contracted Items prices for which are set out in Schedule7 (Prices), must not exceed the amounts set out in Schedule7 (Prices).

The amounts set out in Schedule7 (Prices) are the maximum amounts payable by an Eligible Customer for the Contracted Items prices for which are set out in Schedule7 (Prices) acquired during the Term, subject to any increase made in accordance with this Agreement. Nothing in this clause 2.2 prevents:

the Supplier from charging a Customer for any item, service, expense or other thing which is permitted to be charged for under a Supply Contract; or

the Supplier and the Customer agreeing Prices which will apply to a Supply Contract which are lower than the amounts stated in Schedule7 (Prices).

On the first, and each subsequent, anniversary of the Effective Date of this Agreement (Adjustment Date), the Supplier may make a CPI adjustment to increase the amounts stated in Schedule7 (Prices) relating to the Services by the CPI Rate. For the avoidance of doubt, the Supplier is not permitted to increase the amounts stated in Schedule7 (Prices) relating to Equipment or Infrastructure. If the Supplier chooses to make a CPI adjustment in accordance with this clause 2.3, an updated version of Schedule7 (Prices) will be prepared by the Supplier to reflect the new amounts relating to the Services within 14 days of the Adjustment Date.

The CPI adjustment will be the CPI Rate, which will be calculated using the following formula:

CPI Rate = (A - B) / B

where:

A is the Australian Bureau of Statistics Consumer Price Index (All Capitals / All Groups) relevant to the 12 month period just completed (as at the Adjustment Date); and

B is the Australian Bureau of Statistics Consumer Price Index (All Capitals / All Groups) as at the end of the previous 12 month period.

In relation to all Supply Contracts entered into under this Agreement, the volume rebates, applicable thresholds and reimbursement or adjustment processes set out in Schedule7 (Prices) (if any) will apply.

Subject to clause 2.14, the Purchasing Authority may, itself, or by using a third party benchmarker, initiate a benchmark of all or any part of the Services the Supplier offers to provide under this Agreement at any time by giving Notice in Writing to the Supplier specifying the Services to be benchmarked (Benchmarked Items). Upon giving such Notice in Writing, the Purchasing Authority will consult with the Supplier, but for the avoidance of doubt will not be obliged to agree with the Supplier, in relation to the proposed Benchmarked Items. The right to initiate a benchmark under this clause 2.5 may not be exercised by the Purchasing Authority more frequently than once in every 12 month period during the Term of this Agreement.

A benchmark will compare the amounts set out in Schedule7 (Prices) for the Benchmarked Items against prices (as applicable) for services the same as, or substitutable for, the Benchmarked Items (Comparable Items) based on data or information:

from other suppliers of services that are similar to the Benchmarked Items;

available from testing the market; or

any combination of the sources in clauses 2.6(a) or 2.6(b),

taking into account factors such as the nature and size of the Supplier, the relevant geographies, any applicable Service Level Agreement, the relevant volumes, any particular or unique circumstances in whi