sourceit - cots licence and support contract - v 2 4 _2013_0

7/25/2019 SourceIT - COTS Licence and Support Contract - V 2 4 _2013_0

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Australian Government

SourceIT

Licence and Support Contract –

Commercial off-the-shelf Software

Release version 2.4

[Insert name of Customer] (Customer )

[Insert name of Contractor] (Contractor )



Licence and Support Contract – Commercial off-the-shelf

Software

Contract Information 4

Agreed Terms 5

Part 1 - Software sul! and suort 5

1. "efinitions and interretation 5

2. Priorit! of Contract documents 12

#. "uration of Contract 12

4. Services to ot$er Agencies 1#

5. %eneral o&ligations of t$e arties 1#

'. Software licence 1#

(. )en Source Software 15

*. "eliver! and installation of Software 15

+. Provision of Services 15

1,. Suort Services 1+

11. Information regarding dates and ew Releases 21

12. "ocumentation 21

1#. /ar!ing t$e Services 22

14. Co-oeration wit$ Personnel and contractors 2#

15. 0onitoring rogress 2#

1'. Accetance testing 2#

1(. 0easuring erformance 24

1*. Personnel 251+. Intellectual Proert! Rig$ts 25

2,. 0oral Rig$ts 2(

Part 2 %eneral reuirements 2*

21. Pa!ment 2*

22. %ST 2+

2#. Indemnit! #,

24. 3ia&ilit! #1

© Commonwealth of Australia 20!SourceIT " Licence Support Ser#ices Contract " $elease #ersion 2%&

2



25. Insurance #2

2'. Confidentialit! and rivac! ##

2(. Protection of ersonal information #4

2*. Conflict of interest #5

2+. Securit! #'

#,. oos and records #*

#1. Audit and access #*

#2. nforeseen events 4,

##. "isute resolution 4,

#4. Termination 41

#5. 6nowledge transfer 44

#'. otices and ot$er communications 44

#(. 0iscellaneous 44

Sc$edule 1 Contract "etails 4(

Sc$edule 2 Statement of 7or 5#

Sc$edule # Pa!ment 5(

Sc$edule 4 "esignated Confidential Information '1

Sc$edule 5 Customer Reuirements '2

Sc$edule ' C$ange )rder '#Sc$edule ( Agenc! )rder 8orm '4

Sc$edule * )en Source 3icence ''

Sc$edule + Confidentialit! and rivac! undertaing '(

Signing age '*


!



Contract Information

'ate [insert date]

arties

ame [insert name of Customer]

Short form name Customer

ame [insert name of Contractor]

Short form name Contractor

*ac+,round

A The Customer requires the provision of certain software and related services.

* The Contractor has fully informed itself on all aspects of the work required to be performed and

has represented that it has the requisite skills and experience to perform that work.

C The Customer has agreed to engage the Contractor to provide the software and related services on

the terms and conditions contained in this Contract.


&



A,reed Terms

art - Software suppl and support

1.'efinitions and interpretation

1.1 "efinitions

In this Contract except where the contrary intention is expressed the following definitions are used!

Accepted accepted by the Customer in accordance with the procedures set out

in clause "#.

Acceptance Criteria the requirements set out in the $pecifications and any other

requirements set out in the $tatement of %ork for Acceptance.

Accounting Standards the standards of that name maintained by the Australian Accounting

$tandards &oard 'created by section ((# of the Australian Securities

and Investments Commission Act 2001 'Cth)) or other accounting

standards which are generally accepted and consistently applied in

Australia.

Administrative

Arrangements Order

A ministerial order that administrative functions be allocated or

reallocated between various Agencies as specified in the order.

Advisers 'a) the financial or legal advisers of a party* and

'b) the respective officers and employees of those financial or

legal advisers.

Agency 'a) a body corporate or an unincorporated body established or

constituted for a public purpose by Commonwealth

legislation or an instrument made under that legislation

'including a local authority)*

'b) a body established by the Governor+General or by a ,inister

of $tate of the Commonwealth including departments* or

'c) an incorporated company over which the Commonwealth

exercises control.

Agency Order Form the form set out in $chedule -.

Agreed Terms clauses " to - of the Contract which set out terms and conditions

agreed by the parties.


.



Auxiliary Material any ,aterial other than Contract ,aterial which is made available

by a party for the purpose of this Contract on or following the

Commencement /ate and includes!

9a: Third 0arty ,aterial*

9&: error corrections or translations to that ,aterial* or

9c: derivatives of that ,aterial where such derivative work

cannot be used without infringing the Intellectual 0roperty

1ights in the underlying ,aterial.

Business Day 'a) for receiving a notice under clause # a day that is not a

$aturday $unday public holiday or bank holiday in the place

where the notice is received* and

'b) for all other purposes any day that is not a $aturday or

$unday or a national public holiday and a 2national public

holiday3 is a Commonwealth public service holiday

throughout Australia promulgated in the Commonwealth ofAustralia Ga4ette.

Business Hours from 5.66am to #.66pm on a &usiness /ay at the place where the

$ervices are to be provided unless specified otherwise in item 7 of

the Contract /etails.

CERT Australia the 8ational Computer 9mergency 1esponse Team established by the

Commonwealth Attorney+Generals /epartment details of which are

available at https!::www.cert.gov.au:about.

Cange Order the form set out in $chedule #!

Commencement Date the date on which this Contract commences as specified in item # of


Common"ealt or Ct the Commonwealth of Australia.

Con#idential

$n#ormation

information that is by its nature confidential* and!

'a) is designated by a party as confidential and is described in

$chedule ; of this Contract* or

'b) a party knows or ought to know is confidential

but does not include!

'c) information which is or becomes public knowledge other than

by breach of the Contract or any other confidentiality

obligation.

Contract this agreement between the Customer and the Contractor as amended

from time to time in accordance with clause -.( and includes its

schedules and any attachments.

Contract Details the details set out in $chedule ".

Contract Material any ,aterial created by the Contractor on or following the

Commencement /ate for the purpose of or as a result of performingits obligations under this Contract.


/

https://www.cert.gov.au/about






Contract %eriod the Initial Contract 0eriod plus any extension in accordance with

clause .(.

Contractor the party specified in item ( of the Contract /etails and includes its

subcontractors and 0ersonnel.

Contractor

Representative

the person identified in item ; of the Contract /etails.

Corporations Act the Corporations Act 2001 'Cth).

Customer the party specified in item " of the Contract /etails.

Customer Data all data and information relating to the Customer and its operations

facilities customers 0ersonnel assets and programs 'including

personal information) in whatever form that information may exist

and whether entered into stored in generated by or processed

through software or equipment by or on behalf of the Customer.

Customer Material any Auxiliary ,aterial provided to the Contractor by the Customerincluding the ,aterial 'if any) specified in item (- of the Contract

/etails.

Customer

Representative

the person identified in item of the Contract /etails.

Customer&s Existing

System

the Customer3s existing hardware and software configurations

specified in the $tatement of %ork and as modified from time to

time with which the $oftware must operate.

Delivera'le any $oftware Contract ,aterial or other item to be supplied by the

Contractor under this Contract.Documentation the documentation to be provided by the Contractor under clause "(.

Fair (or) %rinciples the Australian Government <air %ork 0rinciples released by the

,inister for 9mployment and %orkplace 1elations on " =uly (66>

and available at www.deewr.gov.au:fairworkprinciples .

Fair (or) %rinciples

*ser +uide

the <air %ork 0rinciples ?ser Guide released by the /epartment of

9ducation 9mployment and %orkplace 1elations 'available at

www.deewr.gov.au:fairworkprinciples ).

Harm#ul Code any virus disabling or malicious device or code worm Tro@an time

bomb or other harmful or destructive code but does not include anysoftware lock or other technical mechanism that is included to

manage the proper use of the $oftware.

$nitial Contract %eriod the period of time for which this Contract is intended to continue as

specified in item - of the Contract /etails.

$ntellectual %roperty

Rigts

all intellectual property rights including but not limited to the

following rights!

'a) patents copyright rights in circuit layouts designs trade

marks 'including goodwill in those marks) and domain names

and any right to have confidential information kept


http://www.deewr.gov.au/fairworkprinciples







confidential*

'b) any application or right to apply for registration of any of the

rights referred to in paragraph 'a)* and

'c) all rights of a similar nature to any of the rights in paragraphs

'a) and 'b) which may subsist in Australia or elsewhere

whether or not such rights are registered or capable of being

registered.

,a" any applicable statute regulation by+law ordinance or subordinate

legislation in force from time to time in Australia whether made by a

$tate Territory the Commonwealth or a local government and

includes the common law and rules of equity as applicable from time

to time.

,EADR the dispute resolution association with that name and the Australian

&usiness 8umber #> 665 #7" ((.

,egal Services

Directions

the Commonwealth Attorney General3s egal $ervices /irections

issued under section 77B< of the Judiciary Act 1903 'Cth).

,icence the licence of the $oftware granted by the Contractor to the Customer

under clause #.".

,icence Fees the fees payable to the Contractor relating to the icence as specified

in $chedule .

,osses liabilities expenses losses damages and costs 'including but not

limited to legal costs on a full indemnity basis whether incurred by

or awarded against a party).

Material any software firmware documented methodology or process tools

ob@ect libraries documentation or other material in whatever form

including without limitation any reports specifications business

rules or requirements user manuals user guides operations manuals

training materials and instructions and the sub@ect matter of any

Intellectual 0roperty 1ights.

Milestone any fixed date to be met by the Contractor in performing any of its

obligations under this Contract as specified in the $tatement of

%ork.

Moral Rigts each and every 2moral right3 as defined in the Copyright Act 19!

'Cth).

-e" Release software produced primarily to extend alter or improve the $oftware

by providing additional functionality or performance enhancement

'whether or not defects in the $oftware are also corrected) while still

retaining its original designated purpose.

-ominated Agency any Agency including those listed in item "6 of the Contract /etails

which may require the provision of $ervices under this Contract.

-otice a notice demand consent approval or communication issued under

this Contract.


1



Open Source ,icence the open source licence agreement set out in $chedule 5.

%ersonnel in relation to a party any natural person who is an employee officer

agent or professional adviser of that party and in the case of the

Contractor of a subcontractor.

%ro'lem a fault failure or difficulty with the $oftware.

%roduction Date the date on which the $upport 0eriod commences and will be!

'a) the date on which the relevant $oftware has been Accepted

rolled out for production and is ready for use by the

Customer* or

'b) where the Contractor is not providing implementation and

ancillary services under this Contract the date on which the

relevant $oftware is supplied to the Customer.

%rotective Security

%olicy Frame"or) or

%S%F

the Australian Government3s protective security requirements for the

protection of its people information and assets 'which replaced the

Common"ealth #rotective Security $anual 200%) as amended or

replaced from time to time.

%S%F Australian &overnment protective security policy 'rame"or( )

glossary o' security terms as amended or replaced from time to time

and available at

http!::www.protectivesecurity.gov.au:pspf:0ages:0$0<+Glossary+of+

terms.aspx.

%S%F #rotective security governance guidelines ) Security o'

outsourced services and 'unctions* as amended or replaced from

time to time and available athttp!::www.protectivesecurity.gov.au:governance:contracting:0ages:$

upporting+guidelines+for+contracting.aspx.

Resolution Time the time specified in the $tatement of %ork within which the

Contractor must resolve a 0roblem.

Response Time the time specified in the $tatement of %ork within which the

Contractor must respond to a notice provided by the Customer of a

0roblem.

Service Carges the icence <ees the $upport $ervice Charges and any other fees or

charges that may be payable to the Contractor in accordance with$chedule .

Service ,evels the standards of service which the Contractor must achieve in

providing the $ervices to the Customer as set out in the $tatement of

%ork including the 1esponse Times and 1esolution Times.

Service Re'ates an amount calculated in accordance with $chedule which is payable

by the Contractor to the Customer under clause "-.(.

Services the services to be provided by the Contractor as specified in the

$tatement of %ork and includes the supply of the /eliverables and

the $upport $ervices.

So#t"are the software provided by the Contractor under this Contract as


http://www.protectivesecurity.gov.au/pspf/Pages/PSPF-Glossary-of-terms.aspx


http://www.protectivesecurity.gov.au/governance/contracting/Pages/Supporting-guidelines-for-contracting.aspx









specified in the $tatement of %ork and includes any ?pdates and

8ew 1eleases adopted by the Customer.

Source Materials the source code of and all relevant documentation notes and other

materials required to support the $oftware.

Speci#ications in order of priority!

'a) the Customer3s functional and technical requirements for the

$oftware as described in the $tatement of %ork as amended

from time to time* and

'b) all applicable manufacturers3 specifications and applicable

standards.

Speci#ied %ersonnel the Contractor3s subcontractors and 0ersonnel specified in item (; of


Statement o# (or) the details of the $ervices to be performed under this Contract as set

out in $chedule (.

Support Hours &usiness ours unless otherwise specified in the $tatement of %ork.

Support %eriod the period during which the Customer is to acquire $upport $ervices

in accordance with this Contract as set out in clause "6.".

Support Service

Carges

the charges specified in $chedule which are payable to the

Contractor for the provision of $upport $ervices subsequent to the

%arranty 0eriod.

Support Services the support $ervices to be provided by the Contractor under this

Contract as specified in the $tatement of %ork.

Tird %arty Material Auxiliary ,aterial in which a third party holds Intellectual 0roperty

1ights.

*pdate software which has been produced primarily to overcome defects in

or to improve the operation of the $oftware without significantly

altering the $oftware $pecifications whether or not the $oftware has

also been extended altered or improved by providing additional

functionality or performance enhancement.

(arranted Materials the Auxiliary ,aterial provided by the Contractor the /eliverables

and Contract ,aterial.

(arranty %eriod >6 days from the date of Acceptance unless otherwise specified in

item "# of the Contract /etails.

(HS ,a" the %ork ealth and $afety Act (6"" 'Cth) '%$ Act) and any

2corresponding work health and safety law3 as defined in section ; of

the %$ Act

1.2 Interretation

In this Contract except where the contrary intention is expressed!


0



9a: the singular includes the plural and vice versa and a gender includes other genders*

9&: another grammatical form of a defined word or expression has a corresponding meaning*

9c: a reference to a clause paragraph schedule attachment or annexure is to a clause or

paragraph of or schedule or attachment or annexure to this Contract and a reference to

this Contract includes any schedule or attachment or annexure*

9d: a reference to a document or instrument includes the document or instrument as novated

altered supplemented or replaced from time to time*

9e: a reference to A. .A dollar or . is to Australian currency*

9f: a reference to time is to the time in the place where the obligation is to be performed*

9g: a reference to a party is to a party to this Contract and a reference to a party to a

document includes the party3s executors administrators successors and permitted

assignees and substitutes*

9$: a reference to a person includes a natural person partnership body corporate association

governmental or local authority or agency or other entity*

9i: a reference to a statute ordinance code or other law includes regulations and other

instruments under it and consolidations amendments re+enactments or replacements of

any of them*

9;: a word or expression defined in the Corporations Act has the meaning given to it in the

Corporations Act*

9: the meaning of general words is not limited by specific examples introduced by including

for example or similar expressions*

9l: any agreement representation warranty or indemnity by two or more parties 'including

where two or more persons are included in the same defined term) binds them @ointly and

severally*

9m: any agreement representation warranty or indemnity in favour of two or more parties

'including where two or more persons are included in the same defined term) is for the

benefit of them @ointly and severally*

9n: a rule of construction does not apply to the disadvantage of a party because the party was

responsible for the preparation of this Contract or any part of it*

9o: if a day on or by which an obligation must be performed or an event must occur is not a

&usiness /ay the obligation must be performed or the event must occur on or by the next

&usiness /ay* and

9: headings are for ease of reference only and do not affect interpretation.

1.# Trustee Contractor

If the Contractor acts as trustee of a trust in relation to this Contract!

9a: it is liable both personally and in its capacity as trustee of that trust*

9&: it must not assign transfer mortgage charge release waive encumber or compromise its

right of indemnity out of the assets of that trust but retain and apply such indemnity only

towards meeting its obligations under this Contract*




9c: it must not retire resign nor by act or omission effect or facilitate a change to its status as

the sole trustee of that trust* and

9d: it represents and warrants that!

9i: such trust has been duly established and currently exists*

9ii: it is the duly appointed current and only trustee of that trust*

9iii: as such trustee it has the power to enter into and perform its obligations under this

Contract*

9iv: it has an unqualified right of indemnity out of the assets of that trust in respect of

its obligations*

9v: conflict of interest and duty affecting it as such trustee 'and:or its directors if any)

does not arise D1 otherwise is overcome by the terms of the relevant trust deed*

and

9vi: no breach of the relevant trust deed exists or would arise.

1.4 Comletion of Sc$edules

To the extent that the parties have not completed items in a $chedule unless otherwise stated in the

$chedule that item will be taken to be 2not applicable3 for the purpose of this Contract.

2.riorit of Contract documents

If there is inconsistency between any of the documents forming part of this Contract those documents

will be interpreted in the following order of priority to the extent of any inconsistency!

9a: Dpen $ource icence*

9&: Agreed Terms*

9c: $chedules 'other than the Dpen $ource icence)*

9d: Any attachments to the $chedules* and

9e: /ocuments incorporated by reference in this Contract.

#.'uration of Contract

#.1 Initial Contract Period

This Contract begins on the Commencement /ate and continues for the duration of the Initial Contract

0eriod unless terminated in accordance with clause (. or ;.#.2 )tion to e<tend Contract Period

9a: The Initial Contract 0eriod may be extended by the Customer for further period's)

specified in item 5 of the Contract /etails 'each an Option %eriod) on the terms and

conditions then in effect by giving written notice to the Contractor. $uch notice must!

9i: be at least 6 days* or

9ii: such other period as specified in item > of the Contract /etails 'Option -otice

%eriod)

before the end of the current Contract 0eriod.


2



9&: Any extension exercised in accordance with this clause .( takes effect from the end of the

then current Contract 0eriod.

4.Ser#ices to other A,encies

4.1 )&ligation to rovide Services

The Contractor offers to provide the $ervices to any 8ominated Agency in accordance with therequirements set out in this clause ;.

4.2 Reuest

A 8ominated Agency may request the supply of $ervices in accordance with clause ;." by giving the

Contractor a completed Agency Drder <orm.

4.# Searate contracts

9ach completed Agency Drder <orm in accordance with this Contract if and when agreed to by the

Contractor will create a separate contract between the Contractor and!

9a: the Commonwealth represented by the 8ominated Agency 'where that agency is sub@ect to

the +inancial $anagement and Accounta,ility Act 199- 'Cth))* or

9&: the 8ominated Agency as the case requires for the supply by the Contractor of the

requested $ervices to the 8ominated Agency. <or the sake of clarity the terms and

conditions governing each such separate contract will be the same as the provisions of this

Contract sub@ect to the agreed Agency Drder <orm.

5.3eneral o4li,ations of the parties

The parties will at all times!

9a: act reasonably in performing their obligations and exercising their rights under this

Contract*

9&: diligently perform their respective obligations under this Contract* and

9c: work together in a collaborative manner.

'.Software licence

'.1 %rant of 3icence

?nless otherwise specified in item "" of the Contract /etails and sub@ect to clause - the Contractor!

9a: grants to the Commonwealth a perpetual irrevocable world+wide non+exclusive royalty+

free licence to!

9i: at the Commonwealth3s discretion install the $oftware without affecting the

Customer3s entitlement to $upport $ervices under clause "6."'b)*

9ii: adapt and modify the $oftware to the extent necessary to enable it to be used on

the Customer3s 9xisting $ystem*

9iii: use and communicate each part of the $oftware and the /ocumentation in either

hardcopy or softcopy 'including online)* and

9iv: make necessary copies of the $oftware and the /ocumentation for backup and

security purposes*


!



9&: authorises the Customer to assign the rights in clause #."'a) to other Agencies where those

Agencies require the $oftware as a result of an Administrative Arrangements Drder* and

9c: authorises the Commonwealth to sublicense and:or assign to third parties the rights

referred to in clause #."'a) solely for the benefit of the Commonwealth provided that the

Commonwealth secures an undertaking from the relevant third party that it will use that

$oftware and /ocumentation solely for that purpose.

'.2 Source 0aterials to &e $eld in escrow

9a: ?nless otherwise specified in item "( of the Contract /etails the $ource ,aterials are to

be held in escrow. The Contractor must either!

9i: following Acceptance of the relevant $oftware promptly deposit those $ource

,aterials with an escrow agent approved by Customer on terms approved by the

Customer* or

9ii: if the Contractor has entered into a master escrow agreement in relation to the

$oftware add the Commonwealth as a party to that master escrow agreement

promptly following Acceptance of that $oftware.9&: The Contractor must regularly update the $ource ,aterials held in escrow so that they

reflect the $oftware used by the Customer from time to time on an ongoing basis.

9c: The Contractor grants to the Commonwealth a licence to make full use of the $ource

,aterials to enable it to derive the full benefits it is entitled to receive under the terms of

this Contract 'including the right to modify adapt and support the $oftware) with effect

from the date of the event that triggered release of the $ource ,aterials to the Customer in

accordance with the relevant escrow agreement.

'.# )utsource sulier

9a: %here the Customer outsources from time to time some or all of its informationtechnology services the Customer may!

9i: if the $oftware is licensed to the Customer under clause #." sublicense to any

outsource supplier the right to use the $oftware in accordance with clause #."'c)*

or

9ii: assign the icence to any outsource supplier during the term of its appointment

without the Contractor3s consent and without any financial consequence for the

Customer or the outsource supplier. The Customer must advise the Contractor of

any sub+licence granted or assignment of the icence under this clause #..

9&: ?nless specified otherwise in $chedule where the Customer outsources some or all ofits information technology services or where any outsourcing arrangement ends the

Contractor must at no additional cost to the Customer provide such assistance to the

Customer or any outsource supplier as is reasonably required by the Customer.

'.4 Restrictions on use

9a: The Customer agrees except to the extent permitted by the icence or applicable aw!

9i: not to decompile disassemble reverse engineer or otherwise attempt to derive the

$oftware source code from ob@ect code*

9ii: not to sell rent lease license sublicense display time share or otherwise transfer

the $oftware to or permit the use of the $oftware by any third party*9iii: not to remove any copyright or proprietary notice from the $oftware* and


&



9iv: to use reasonable care and protection to prevent the unauthorised use copying

publication or dissemination of the $oftware

and to require its subcontractors and 0ersonnel to whom the $oftware is made available

by the Customer to also comply with the requirements of this clause.

9&: The Customer agrees to maintain a log of the number and location of all originals and

copies of the $oftware.

'.5 Audit of use

9a: The Contractor may annually or at such other times as agreed between the parties audit

the Customer3s use of the $oftware as it relates to this clause # by giving the Customer at

least (5 days notice.

9&: An audit under clause #.7'a) must only be conducted while a representative of the

Customer is present unless agreed otherwise between the parties in writing.

9c: 9ach party must bear its own costs of any audit under clause #.7'a).

(.5pen Source Software(.1 %rant of 3icence

To the extent that the $oftware or any part of the $oftware is licensed under an open source

software arrangement!

9a: the terms of the Dpen $ource icence will apply to that $oftware* and

9&: the provisions of the Dpen $ource icence will prevail over the Agreed Terms in the event

and to the extent of any inconsistency.

*.'eli#er and installation of Software*.1 )&ligations of Contractor

?nless otherwise specified in item " of the Contract /etails the Contractor must!

9a: deliver install and implement the $oftware in accordance with any relevant ,ilestone

dates and otherwise in accordance with the $tatement of %ork* and

9&: ensure that the $oftware when installed and implemented and for so long as it is

maintained under this Contract provides the functions and meets the performance and

other requirements of the relevant $pecifications and /ocumentation.

+.ro#ision of Ser#ices+.1 Service o&ligations

The Contractor must supply the $ervices!

9a: with due skill and care and to the best of the Contractor3s knowledge and expertise*

9&: in accordance with the $ervice evels*

9c: in accordance with relevant Australian industry standards best practice and guidelines or

where none apply relevant international industry standards best practice and guidelines

including any specified in item "; of the Contract /etails*

9d: using the $pecified 0ersonnel 'if any)*

9e: in accordance with all applicable aws*


.



9f: in accordance with Commonwealth policies and specific requirements set out in $chedule

7*

9g: in accordance with any reasonable directions in relation to the $ervices given by the

Customer from time to time*

9$: so as to meet the ,ilestones and other pro@ect plan requirements and where no ,ilestones

or pro@ect plan requirements are specified promptly and without delay* and

9i: otherwise in accordance with the provisions of this Contract.

+.2 Contractor warranties

The Contractor represents and warrants that!

9a: it has the right to enter into this Contract*

9&: it has all rights title licences interests and property necessary to lawfully perform the

$ervices*

9c: it and its subcontractors and 0ersonnel including its $pecified 0ersonnel have the

necessary experience skill knowledge and competence to perform the $ervices*

9d: the $oftware will comply with the $pecifications and /ocumentation*

9e: the $ervices and $oftware will be fit for the purpose as set out in the $tatement of %ork*

9f: the $oftware and /ocumentation will be complete accurate and free from material faults

in design*

9g: the media on which the $oftware is furnished will be under normal use free from defects

in materials design and workmanship and armful Code*

9$: it will not nor will it suffer or permit any third party under its direction or control to

negligently introduce into the Customer3s systems or any /eliverables any armful Code*and

9i: if any armful Code is introduced it will use all reasonable efforts promptly to report that

introduction to the Customer and where that armful Code is introduced as a result of a

breach of clause >.('g) or clause >.('h) it will!

9i: take all necessary action to eliminate the armful Code* and

9ii: promptly at its own cost repair any harm or destruction caused by that armful

Code.

+.# Customer o&ligations

The Customer must regularly backup its data and use appropriate and up+to+date malicious code

and virus detection software for preventing and detecting armful Code.

+.4 Access to Customer=s remises

The Customer must cooperate with the Contractor by providing access to its premises and facilities

as reasonably necessary to enable the Contractor to provide the $ervices.

+.5 Conduct at Customer=s remises

The Contractor must if using or accessing the Customer3s premises or facilities comply with all

reasonable directions and procedures relating to work health and safety and security in operation at

those premises or facilities whether specifically drawn to the attention of the Contractor or as might

reasonably be inferred from the circumstances.


/



+.' Su&contracting

The Contractor must!

9a: not subcontract 'including any use of a third party to perform) any aspect of the provision

of the $ervices other than to those entities set out in item "7 of the Contract /etails

without the prior written approval of the Customer which will not be unreasonably

withheld*9&: not in any event enter into a subcontract under this Contract with a subcontractor named

by the /irector of the %orkplace Gender 9quality Agency in a report to the responsible

,inister as an employer currently not complying with the reporting requirements of the

.or(place &ender /uality Act 2012 'Cth)* and

9c: ensure that any subcontractor approved under this Contract complies with!

9i: Clause (# 'Confidentiality and privacy)*

9ii: Clause (- '0rotection of personal information)*

9iii: Clause (5 'Conflict of interest)*

9iv: Clause (> '$ecurity)*

9v: Clause " 'Audit and access)* and

9vi: Clause 7 'Enowledge transfer).

+.( 8air 7or Princiles

9a: The Contractor must comply and as far as practicable must ensure its subcontractors

comply with all relevant requirements of the <air %ork 0rinciples as set out in the <air

%ork 0rinciples ?ser Guide including by!

9i: complying with all applicable workplace relations law %$ aw and workers3compensation laws*

9ii: informing the Customer of any adverse court or tribunal decision for a breach of

workplace relations law %$ aw or workers3 compensation laws made against

it during the term of the Contract and any remedial action it has taken or proposes

to take as a result of the decision*

9iii: providing the Customer any information the Customer reasonably requires to

confirm that the Contractor 'and any subcontractor) is complying with the <air

%ork 0rinciples* and

9iv: participate in all compliance activities associated with its legal obligations

including those arising under the <air %ork 0rinciples. Compliance activities may

include responding to requests for information and:or audits undertaken by the

Commonwealth its nominees and:or relevant regulators.

9&: Compliance with the <air %ork 0rinciples shall not relieve the Contractor from its

responsibility to comply with its other obligations under this Contract.

9c: If the Contractor does not comply with the <air %ork 0rinciples without pre@udice to any

rights that would otherwise accrue to the Commonwealth the Commonwealth shall be

entitled to publish details of the Contractor3s failure to comply 'including the Contractor3s

name) and to otherwise provide those details to Agencies.

9d: As far as practicable the Contractor must!




9i: not use a subcontractor in relation to this Contract where the subcontractor would

be precluded from contracting directly with the Commonwealth under the

requirements of the <air %ork 0rinciples* and

9ii: ensure that all subcontracts impose obligations on subcontractors equivalent to the

obligations under the sub+clauses contained in clause >.-.

+.* 7or >ealt$ and Safet!

9a: In relation to this Contract the Contractor must!

9i: comply ensure that the $ervices and work conducted by or on its behalf complyand ensure so far as is reasonably practicable that its 0ersonnel comply with the%$ aw and with all applicable aws standards and policies and requirementsof this Contract that relate to the health and safety of the Contractor 0ersonnel andthird parties. The other provisions of clause >.5 do not limit this clause*

9ii: ensure so far as is reasonably practicable that the health and safety of other persons 'including Customer 0ersonnel) is not put at risk*

9iii: consult cooperate and coordinate with the Customer in relation to the Contractor3swork health and safety duties*

9iv: promptly notify the Customer of any event or circumstance that has or is likely tohave any adverse effect on the health or safety of persons to whom the Customerhas a duty under %$ aw*

9v: if a 2notifiable incident3 'as defined by %$ aw)'8otifiable Incident) occurs!

9A: immediately report to the Customer including all relevant details known tothe Contractor* and

9: as soon as possible investigate the 8otifiable Incident to determine 'as far

as can reasonably be done) its cause and any adverse effects on theContract including risks to health and safety and take all reasonable stepsto remedy any effects on health and safety and to ensure the event orcircumstances that led to the 8otifiable Incident do not recur.

9vi: comply and ensure that its 0ersonnel comply with any direction given by theCustomer in connection with its work under this Contract that the Customerconsiders reasonably necessary to deal with an event or circumstance that has oris likely to have an adverse effect on the health or safety of persons 'including a

8otifiable Incident)*

9vii: promptly provide to the Customer upon request information documentation or

evidence relevant to its obligations under this clause >.5 or to assist the Customerand its 0ersonnel to comply with their duties under %$ aw including a writtenreport on the investigation and response to an event or circumstance notified under

paragraphs >.5'a)'iv) or 'v)* and

9viii: co+operate fully with any investigation by any government agency 'including theCommonwealth) parliamentary inquiry board of inquiry or coronial inquiry withrespect to a 8otifiable Incident.

9&: If the Contractor uses a subcontractor in relation to this Contract it must ensure that thesubcontract imposes obligations on the subcontractor equivalent to the obligations underclauses >.7 and >.5'a).


1



9c: The Contractor acknowledges that it will meet its obligations under this clause >.5 solelyat its own cost and expense and without charge to or reimbursement from the Customer'or the Commonwealth).

+.+ Australian %overnment ICT Sustaina&ilit! Plan

9a: The Contractor agrees to comply with the Australian Government ICT $ustainability 0lan(6"6+(6"7 'ICT $ustainability 0lan) where relevant to the provision of the $ervices.

9&: In particular the Contractor must!

9i: comply with I$D ";6(; or I$D ";6(" at the level of 9lectronic 0roduct

9nvironmental Assessment Tool '909AT) F$ilverF rating or equivalent as a

minimum standard for relevant ardware being supplied under this Contract*

9ii: comply with the current version of 9891G $TA1H for any relevant ardware

supplied under this Contract refer http!::www.energyrating.gov.au:programs:e+

program:high+energy+performance+standards:energy+star+australia:*

9iii: where no other disposal arrangements are specified for equipment supplied under

this Contract!

9A: for ICT equipment covered by the 8ational Television and Computer1ecycling $cheme take back the supplied equipment at end+of+use for re+use or resource recovery* and

9: for mobile devices:toner cartridges either take back the devices:cartridgesat end+of+use for re+use or resource recovery or dispose of through asuitable recycling program 'for example the official recycling program ofthe Australian ,obile Telecommunications Association or a multi vendorimaging consumables collection and recycling service)*

9iv: be a signatory to the Australian 0ackaging Covenant or comply with the

requirements of the 8ational 9nvironment 0rotection '?sed 0ackaging ,aterials)

,easure 'unless exempt by legislation)* and

9v: have an 9nvironmental ,anagement $ystem aligned to the I$D ";66" standard or

alternatively implement business processes that are aligned to the I$D ";66"

standard within six months after the commencement of this Contract.

9c: Terms used in this clause that are not defined in this Contract have the meaning attributed

to them in the ICT $ustainability 0lan.

1,. Support Ser#ices

1,.1 Suort Period?nless otherwise specified in item "- of the Contract /etails!

9a: the $upport 0eriod will commence on the 0roduction /ate and will continue until the end

of the Contract 0eriod* and

9&: the $upport $ervices must be provided to the Customer at no charge during the %arranty

0eriod.

1,.2 )&ligation to rovide Suort Services

/uring the $upport 0eriod the Contractor must provide to the Customer the $upport $ervices

during the $upport ours. ?nless otherwise specifically stated in $tatement of %ork the $upport

$ervices include as a minimum!




9a: supply of telephone or other electronic support to the Customer in order to support users

in the use of the $oftware and to enable the Customer to locate and correct 0roblems*

9&: maintaining an electronic mail communication facility that will enable $oftware and

/ocumentation to be downloaded from the Contractor to the Customer in softcopy 'or in

respect of /ocumentation to be forwarded by facsimile)*

9c: correcting any 0roblem in accordance with the relevant $ervice evel*

9d: promptly correcting any failure of the /ocumentation to provide adequate and correct

instruction for the proper use and operation 'by an appropriately qualified person) of any

function or any performance or other requirement set out in the relevant $pecifications or

/ocumentation and delivering to the Customer appropriate amendments to the

/ocumentation*

9e: supplying any ?pdates as required to!

9i: rectify 0roblems*

9ii: comply with statutory or regulatory changes relating to the $oftware* and

9iii: operate the $oftware under new releases of the operating system and other system

software and any other Customer hardware and software configurations 'includingthe Customer3s 9xisting $ystems) with which the $oftware is designed to operate*

9f: supplying all 8ew 1eleases enhancements and other changes 'and appropriate

/ocumentation for those 8ew 1eleases enhancements and other changes) that the

Contractor at its sole discretion makes or adds to the $oftware and which the Contractor

generally furnishes without charge to other licensees of the $oftware for whom the

Contractor provides support services*

9g: replacing the $oftware at no charge if the media becomes destroyed or damaged so that

the $oftware becomes unusable or defective*

9$: provide any training set out in the $tatement of %ork* and

9i: provide any additional services set out in the $tatement of %ork.

1,.# ?<clusions

?nless reasonably incidental to the $upport $ervices the Contractor is not required to provide

services involving!

9a: correction of 0roblems caused by operation of the $oftware in a manner other than that

expressly or by implication authorised by the Contractor*

9&: rectification of 0roblems caused by misuse or incorrect use of the $oftware by the

Customer*

9c: assistance for user difficulty or user inexperience unless specified otherwise in item "5 of

the Contract /etails* or9d: equipment maintenance.

1,.4 Remote access to Customer s!stems

In providing the $ervices the Contractor must 'having due regard for the security concerns

inherent in remote access and control of the $oftware) take appropriate action and maintain

appropriate protocols to satisfy its obligations for the protection and security of the Customer its

0ersonnel Customer /ata and the Customer3s clients. %ithout limitation the Contractor must

ensure that!

9a: in accordance with clause (>." no security requirement is breached and in accordance with

clause (>. no Customer /ata is taken outside of Australia through the remote access or

control of any server or other hardware or software*


20



9&: no unauthorised attempt whatsoever is made to access or use in any way the Customer3s

software systems*

9c: direct or indirect access to the Customer3s 9xisting $ystem and Customer hardware or

software is absolutely restricted to those Contractor employees who have been approved

by the Customer and who have a need for such access and that access is limited to the

minimum access necessary to enable the Contractor to comply with its obligations under

this Contract*

9d: no Customer /ata is changed without the express prior written approval of the Customer*

9e: any access by the Contractor to the Customer hardware or software is only with the clear

identification and recording of the individual gaining such access* and

9f: any access by the Contractor to the Customer hardware or software complies with any

other requirements relating to remote access set out in the $tatement of %ork.

11. Information re,ardin, 6pdates and ew $eleases

11.1 Provision of dates and ew Releases

If specified in item "> of the Contract /etails during the $upport 0eriod the Contractor must

promptly provide the Customer with the following information for any ?pdate or 8ew 1elease it

may make or has made available to the Customer or any other customers from time to time!

9a: the nature of the improvements and:or corrections contained in the ?pdate or 8ew

1elease*

9&: any adverse effects that the ?pdate or 8ew 1elease may be expected to have on the

Customer3s system:s including any expected degradation in reliability performance or

functionality* and

9c: sufficient information to enable the Customer to determine whether the ?pdate or 8ew

1elease will suit the Customer3s requirements and comply with the $pecifications.11.2 o o&ligation to tae dates or ew Releases

?nless specified otherwise in item (6 of the Contract /etails a refusal by the Customer to install

an ?pdate or 8ew 1elease does not affect its entitlement to ongoing $upport $ervices under this

Contract.

11.# "estruction of suerseded versions

?nless otherwise agreed in writing the Customer must promptly after installation of a 8ew

1elease destroy the superseded version of the $oftware where that version is no longer required by

the Customer.

12. 'ocumentation

12.1 Provision of "ocumentation

The Contractor must provide the Customer with up to date technical and operator /ocumentation

containing sufficient information to enable the Customer to make full use of the $oftware at all

times. The /ocumentation must be provided in accordance with the $tatement of %ork.

12.2 "ocumentation reuirements

The /ocumentation must at the time of delivery!

9a: be current and accurate and consistent with the $pecifications*9&: adequately explain key terms and symbols* and


2



9c: unless specified otherwise in item (" of the Contract /etails be in 9nglish.

12.# dating "ocumentation

9a: $upport $ervices include providing all necessary amendments revisions and updates of

the /ocumentation.

9&: The Contractor must amend or substitute the /ocumentation periodically in order to

address and adequately explain the implications of any ?pdate or 8ew 1elease.9c: The Contractor must provide or make available /ocumentation updated in accordance

with this clause "( to the Customer within five &usiness /ays of delivery of the ?pdate or

8ew 1elease to which the updated /ocumentation relates.

1#. 7arin, the Ser#ices

1#.1 /ariations roosed &! Customer

If the Customer wants to vary the $ervices!

9a: the Customer must request the Contractor in writing setting out the proposed variations*

9&: within "; days after receiving the Customer3s request or within another period agreed by

the parties the Contractor must respond in writing to the Customer specifying what

impact those variations will have on!

9i: the $ervice Charges 'see clause ".)*

9ii: the $ervices or /eliverables including any particular /eliverable*

9iii: the Contractor3s ability to perform its obligations under this Contract 'including its

ability to meet $ervice evels or ,ilestones)* and

9iv: this Contract* and

9c: within "; days after receiving the Contractor3s response or within another period agreed

by the parties the Customer must give the Contractor a written notice accepting orre@ecting the response.

1#.2 /ariations roosed &! Contractor

If the Contractor wants to vary the $ervices!

9a: the Contractor must request the Customer in writing setting out the proposed variations

and specifying what impact those variations will have on!

9i: the $ervice Charges 'see clause ".)*

9ii: the $ervices or /eliverables including any particular /eliverable*

9iii: the Contractor3s ability to perform its obligations under this Contract 'including its

ability to meet $ervice evels or ,ilestones)* and

9iv: this Contract* and

9&: within "; days after receiving the request or within another period agreed by the parties

the Customer must give the Contractor a written notice accepting or re@ecting the

Contractor3s request.

1#.# C$anges to Service C$arges

Changes to $ervice Charges associated with a variation in the $ervices must!

9a: not exceed any reasonable additional cost* and

9&: take fully into account any reduction in cost.

1#.4 ?ffective date of variation


22



Any variation in the $ervices takes effect from the date on which the parties execute a Change

Drder. This Contract will be amended to give effect to the Change Drder.

14. Co-operation with ersonnel and contractors

The Contractor must in the performance of the $ervices under the Contract!

9a: fully co+operate with the Customer3s 0ersonnel and other contractors* and

9&: use its best efforts to coordinate its activities so as to support and facilitate in the

Customer3s best interests the timely and efficient completion of all work and other

activities to be performed for the Customer by any person.

15. 8onitorin, pro,ress

15.1 Progress meetings

The parties will meet at the times set out in the $tatement of %ork 'or otherwise as agreed in

writing between the parties) to discuss any issues in relation to the provision of the $ervices. The

Contractor must ensure that the Contractor 1epresentative and the Customer must ensure theCustomer 1epresentative is reasonably available to attend such meetings and answer any queries

relating to the provision of the $ervices raised by either party.

15.2 Reorting

The Contractor must provide the Customer with reports in accordance with the $tatement of %ork.

1'. Acceptance testin,

1'.1 Accetance

9a: 9ach element of the $oftware and $ervices is sub@ect to Acceptance by the Customer.9&: ?nless specified otherwise in item (( of the Contract /etails the $oftware will be deemed

Accepted on the date the Contractor delivers the $oftware 'if it meets the Acceptance

Criteria).

9c: %here!

9i: Acceptance of $oftware is to occur on delivery under clause "#."'b) clauses "#.(

to "#.# of this Contract do not apply to the extent that they relate to Acceptance of

the $oftware* and

9ii: item (( of the Contract /etails specifies that testing of the $oftware for

Acceptance is required clauses "#.( to "#.- apply to that process.

1'.2 Prearation for Accetance testing


9a: promptly notify the Customer when the $oftware or $ervices are ready for testing for

Acceptance* and

9&: prepare all relevant facilities specified in the $tatement of %ork as to be provided by the

Contractor for the purposes of performing the tests for Acceptance

in accordance with any relevant timeframes specified in the $tatement of %ork.

1'.# Conduct of Accetance testing

?nless otherwise specified in the $tatement of %ork the Contractor must!


2!



9a: perform the tests for Acceptance in order to demonstrate that the $oftware or $ervices

meet the Acceptance Criteria* and

9&: at its own cost provide all assistance reasonably requested by the Customer for the

purposes of performing the tests for Acceptance

in accordance with any relevant timeframes specified in the $tatement of %ork.

1'.4 Timeframe for noticeThe Customer must within 7 &usiness /ays of the completion of testing for Acceptance 'or such

other period as specified in item ( of the Contract /etails) either Accept or re@ect the $oftware or

$ervices. If the Customer re@ects the $oftware or $ervices it must provide a list of defects or

deficiencies to the Contractor at the time of re@ection.

1'.5 Rectification of non-comliant Services

If the Customer notifies the Contractor that all or part of the $oftware or $ervices do not meet the

Acceptance Criteria the Contractor must!

9a: take all necessary steps to ensure that the $oftware or $ervices are promptly corrected*

9&: give notice to the Customer when the $oftware or $ervices have been corrected* and

9c: allow the Customer to repeat the tests for Acceptance for all or part of the $oftware or

$ervices

within five &usiness /ays after the date of the notice or such other time as agreed between the

parties in writing.

1'.' se in roduction environment

?nless otherwise agreed in writing by the parties the Customer must not use the $oftware in a

production environment until it is Accepted.

1'.( Rig$t to terminate

If any part of the $oftware or $ervices fail the tests for Acceptance on two or more occasions the

Customer may 'in addition to its other remedies) terminate the Contract immediately under

clause ;.( by giving the Contractor written notice.

1(. 8easurin, performance

1(.1 0easurement and monitoring tools


9a: implement and maintain during the Contract 0eriod measuring and monitoring toolscapable of measuring its performance against the $ervice evels as set out in the

$tatement of %ork*

9&: provide the Customer with access to the data and information gathered by those tools*

9c: if requested by the Customer demonstrate to the Customer the operation and accuracy of

those tools* and

9d: investigate any failure to provide the $ervices in accordance with the $ervice evels and

report its findings to the Customer.

1(.2 Service Re&ates

If specified in $chedule and to the extent that the Contractor is responsible for any failure toachieve a $ervice evel the Contractor!


2&



9a: must pay to the Customer $ervice 1ebates the amount of which will be determined in

accordance with $chedule . The parties agree that the amount of $ervice 1ebates

payable by the Contractor under this Contract will not exceed the total amount of the

$ervice Charges payable to the Contractor under this Contract*

9&: acknowledges that any $ervice 1ebates calculated in accordance with $chedule are a

genuine pre+estimate of the loss and damage the Customer will suffer as a result of a

failure to achieve a $ervice evel*

9c: acknowledges that payment of $ervice 1ebates under this Contract will be without

pre@udice to any other rights or remedies that the Customer may have against the

Contractor under or arising from this Contract as a result of the Contractor3s failure to

achieve a $ervice evel* and

9d: will not be liable to pay any $ervice 1ebates arising from the Contractor3s failure to

achieve a $ervice evel to the extent that failure arose as a result of!

9i: the Customer3s failure to fulfil its obligations under this Contract* or

9ii: an event arising under clause (.".

1*. ersonnel

1*.1 se of Secified Personnel


9a: provide the $ervices or any part of the $ervices to which their particular expertise relates

with the active involvement of and using the expertise of the $pecified 0ersonnel* and

9&: ensure that each of the $pecified 0ersonnel is aware of and complies with the Contractor3s

obligations in providing the $ervices.

1*.2 If t$e Secified Personnel are not availa&le

%here one or more of the $pecified 0ersonnel is or will become unable or unwilling to be involved

in providing the $ervices the Contractor must notify the Customer immediately. The Contractor

must!

9a: if requested by the Customer provide a replacement person of suitable ability and

qualifications at no additional charge and at the earliest opportunity* and

9&: obtain the Customer3s written consent prior to appointing any such replacement person.

The Customer3s consent will not be unreasonably withheld.

1*.# Customer ma! reuest relacement of Personnel

The Customer may at any time request the Contractor to remove from work in respect of this

Contract any of the $pecified 0ersonnel or the Contractor3s subcontractors or 0ersonnel. The

Contractor must promptly arrange for the removal of such subcontractors or 0ersonnel and their

replacement in accordance with the process outlined in clause "5.(.

1+. Intellectual ropert $i,hts

1+.1 Au<iliar! 0aterial

This clause "> does not affect the ownership of the Intellectual 0roperty 1ights in any Auxiliary

,aterial.

1+.2 T$ird Part! 0aterial


2.



The Contractor must obtain all necessary copyright and other Intellectual 0roperty 1ight

permissions before making any Third 0arty ,aterial available as Auxiliary ,aterial for the purpose

of this Contract.

1+.# Selecting an owners$i model for Intellectual Proert! Rig$ts in Contract0aterial

-OTE TO *SERS/

T"o models #or o"nersip o# $ntellectual %roperty Rigts in Contract Material are set out 'elo"!

*nder te #irst model0 te Contractor o"ns te $ntellectual %roperty Rigts in te Contract

Material and provides a licence to te Customer to use te Contract Material! *nder te second

model0 te Customer o"ns te $ntellectual %roperty Rigts in te Contract Material and provides

a licence to te Contractor to use te Contract Material!

*sers are to select a model troug item 12 o# te Contract Details! $# no model is selected0 te

#irst model "ill apply! Te #irst model is not0 o"ever0 intended to represent a de#ault position!

Te Customer sould0 tere#ore0 not rely on te position set out in te #irst model "itout

considering te appropriateness o# 'ot o"nersip models and "eter oter o"nersip andlicensing models "ould 'e more suita'le! %lease re#er to te *ser -otes #or #urter guidance!

Tis note sould 'e deleted prior to execution o# te Contract!

9a: The ownership model for Intellectual 0roperty 1ights in Contract ,aterial is that

contained in either but only one of clauses ">.; or ">.7 as set out in item (7 of the

Contract /etails.

9&: If no ownership model is selected in item (7 of the Contract /etails clause ">.; applies

and clause ">.7 in its entirety does not apply to this Contract.

9c: 9ach party must at its own cost do all things and execute all documents necessary orconvenient to give effect to the ownership model.

1+.4 Contractor owners$i of Intellectual Proert! Rig$ts in Contract 0aterial

9a: All Intellectual 0roperty 1ights in the Contract ,aterial vest in the Contractor.

9&: ?nless otherwise specified in item (# of the Contract /etails to the extent that!

9i: the Customer needs to use any of the!

9A: Auxiliary ,aterial provided by the Contractor* or

9: Contract ,aterial

to receive the full benefit of the $ervices the Contractor grants to or must obtain

for the Commonwealth a perpetual world+wide royalty free non+exclusive

licence 'including the right to sublicense) to use reproduce adapt modify and

communicate that ,aterial* or

9ii: the Contractor needs to use any of the Customer ,aterial for the purpose of

performing its obligations under this Contract the Customer grants to the

Contractor for the Contract 0eriod sub@ect to any conditions or restrictions

specified in item (- of the Contract /etails and any direction by the Customer a

world+wide royalty+free non+exclusive non+transferable licence 'including the

right to sublicense) to use reproduce adapt modify and communicate such

,aterial solely for the purpose of providing the $ervices.


2/



9c: The licence granted to the Commonwealth under clause ">.;'b)'i) does not include a right

to exploit the Auxiliary ,aterial or the Contract ,aterial for the Commonwealth3s

commercial purposes.

1+.5 Customer owners$i of Intellectual Proert! Rig$ts in Contract 0aterial

9a: All Intellectual 0roperty rights in the Contract ,aterial vest in the Customer.

9&: ?nless otherwise specified in item (5 of the Contract /etails to the extent that!9i: the Customer needs to use any of the Auxiliary ,aterial provided by the

Contractor to receive the full benefit of the $ervices 'including the Contract

,aterial) the Contractor grants to or must obtain for the Commonwealth a

perpetual world+wide royalty free non+exclusive licence 'including the right to

sublicense) to use reproduce adapt modify and communicate that Auxiliary

,aterial*

9ii: the Contractor needs to use any of the!

9A: Customer ,aterial* or

9: Contract ,aterial

for the purpose of performing its obligations under this Contract the Customer

grants to the Contractor for the Contract 0eriod sub@ect to any conditions or

restrictions specified in item (- of the Contract /etails and any direction by the

Customer a world+wide royalty+free non+exclusive non+transferable licence

'including the right to sublicense) to use reproduce adapt modify and

communicate such ,aterial solely for the purpose of providing the $ervices.

9c: The licence granted to the Commonwealth under clause ">.7'b)'i) does not include a right

to exploit the Auxiliary ,aterial for the Commonwealth3s commercial purposes.

1+.' 7arrant!

The Contractor warrants that!

9a: the %arranted ,aterials and the Customer3s use of those %arranted ,aterials will not

infringe the Intellectual 0roperty 1ights or ,oral 1ights of any person* and

9&: it has the necessary rights to vest the Intellectual 0roperty 1ights and grant the licences as

provided in clause # and this clause ">.

1+.( Remed! for &reac$ of warrant!

If someone claims or the Customer reasonably believes that someone is likely to claim that all or

part of the %arranted ,aterials infringe their Intellectual 0roperty 1ights or ,oral 1ights the

Contractor must in addition to the indemnity under clause ( and to any other rights that the

Customer may have against it promptly at the Contractor3s expense!9a: use its best efforts to secure the rights for the Customer to continue to use the affected

%arranted ,aterials free of any claim or liability for infringement* or

9&: replace or modify the affected %arranted ,aterials so that the %arranted ,aterials or the

use of them does not infringe the Intellectual 0roperty 1ights or ,oral 1ights of any other

person without any degradation of the performance or quality of the affected %arranted

,aterials.

2,. 8oral $i,hts

2,.1 )&taining consents


2



To the extent permitted by applicable aws and for the benefit of the Customer the Contractor

must!

9a: give where the Contractor is an individual* and

9&: use its best endeavours to ensure that each of the Contractor3s 0ersonnel used in the

production or creation of the Contract ,aterial gives

genuine consent in writing in a form acceptable to the Customer to the $pecified Acts even ifsuch an act would otherwise be an infringement of the ,oral 1ights of the consenting individual.

2,.2 Secified Acts

In this clause unless otherwise specified in item (> of the Contract /etails $pecified Acts means!

9a: falsely attributing the authorship of any Contract ,aterial or any content in the Contract

,aterial 'including without limitation literary dramatic artistic works and cinematograph

films within the meaning of the Copyright Act ">#5 'Cth))*

9&: materially altering the style format colours content or layout of the Contract ,aterial

and dealing in any way with the altered Contract ,aterial or infringing copies 'within the

meaning of the Copyright Act ">#5 'Cth))*9c: reproducing communicating adapting publishing or exhibiting any Contract ,aterial

including dealing with infringing copies within the meaning of the Copyright Act ">#5

'Cth) without attributing the authorship* and

9d: adding any additional content or information to the Contract ,aterial.

art 2 – 3eneral re9uirements

21. ament

21.1 )&ligation to a! c$arges

$ub@ect to this clause and Acceptance of the $ervices the Customer must pay to the Contractor the

$ervice Charges as set out in $chedule .

21.2 Contractor to rovide invoice

The Contractor must provide a correctly rendered invoice to the Customer!

9a: for the $ervice Charges* and

9&: for the $upport $ervice Charges after the expiry of the %arranty 0eriod

in accordance with the requirements specified in $chedule .

21.# "ue date for a!ment

?nless otherwise specified in $chedule the Customer must make payment of a correctly rendered

invoice within 6 days after receiving the invoice.

21.#., Pa!ment of simle interest

9a: This clause ("..6 only applies where!

9i: the Contractor is a $mall &usiness*

9ii: the value of this Contract is not more than J" million 'G$T inclusive)* and:or

9iii: the amount of the interest payable exceeds J"6.66.

9&: The Customer must pay interest on late payments to the Contractor as follows!


21



9i: for payments made by the Customer 6 days and up to #6 days after the amount

became due and payable only where the Contractor issues a correctly rendered

invoice for the interest* or

9ii: for payments made by the Customer more than #6 days after the amount became

due and payable the Customer will pay the interest accrued together with the

payment.

9c: interest payable under this clause ("..6 will be simple interest on the unpaid amount at

the General Interest Charge 1ate calculated in respect of each day from the day after the

amount was due and payable up to and including the day that the Customer effects

payment as represented by the following formula!

$I K ?A x GIC x / where!

$I K simple interest amount*

?A K the unpaid amount*

GIC K General Interest Charge daily rate* and

/ K the number of days from the day after payment was due up to and includingthe day that payment is made.

9d: In this clause ("..6!

9i: 2General Interest Charge 1ate3 means the general interest charge rate determined

under section 5AA/ of the Taxation Administration Act ">7 on the day payment

is due expressed as a decimal rate per day.

9ii: 2The day that payment is made3 is the day when the Customer3s system generates a

payment request into the banking system for payment to the Contractor.

9iii: 2$mall &usiness3 means an enterprise that employs less than the full time

equivalent of (6 persons on the day that this Contract is entered into. If the

enterprise is an 2associated entity3 as defined in section 76AAA of the

Corporations Act this test is applied to the group of associated entities as a whole.

9e: <or the purposes of clauses (". and ("..6 an invoice is correctly rendered if!

9i: it is correctly addressed and calculated in accordance with this Contract*

9ii: it relates only to $ervices that have been delivered to the Customer in accordance

with this Contract* and

9iii: it is a valid tax invoice in accordance with A 8ew Tax $ystem 'Goods and

$ervices Tax) Act ">>> 'Cth).

21.4 Incorrect invoices@ underover a!ment

If an invoice is found to have been rendered incorrectly after payment any underpayment or

overpayment will be recoverable by or from the Contractor as the case may be and without

limiting recourse to other available means may be offset against any amount subsequently due by

the Customer to the Contractor under this Contract.

21.5 ?<enses

?nless specified otherwise in $chedule the Contractor must not charge the Customer for any

fees charges or expenses 'including travel and accommodation document reproduction

transportation and courier charges and telecommunications charges) in addition to the $ervice

Charges. The Customer is under no obligation to pay any amount in excess of the $ervice Charges.


2



22. 3ST

22.1 Interretation

In this clause (( a word or expression defined in the A 8ew Tax $ystem 'Goods and $ervices Tax)

Act ">>> 'Cth) has the meaning given to it in that Act.

22.2 %ST gross uIf a party '$upplier) makes a supply under or in connection with this Contract in respect of which

G$T is payable the recipient of the supply '1ecipient) must pay to the $upplier an additional

amount equal to the G$T payable on the supply 'G$T Amount).

22.# Reim&ursements

If a party must reimburse or indemnify another party for a loss cost or expense the amount to be

reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for

the loss cost or expense and then increased in accordance with clause ((.(.

22.4 ?<clusion of %ST from calculations

If a payment is calculated by reference to or as a specified percentage of another amount or revenue

stream that payment will be calculated by reference to or as a specified percentage of the amount

or revenue stream exclusive of G$T.

22.5 Ad;ustments

9a: If the G$T payable by a $upplier on any supply made under or in connection with this

Contract varies from the G$T Amount paid or payable by the 1ecipient under clause ((.(

such that a further amount of G$T is payable in relation to the supply or a refund or credit

of G$T is obtained in relation to the supply then the $upplier will provide a

corresponding refund or credit to or will be entitled to receive the amount of that variation

from the 1ecipient.9&: Any payment credit or refund under this clause is deemed to be a payment credit or

refund of the G$T Amount payable under clause ((.(.

9c: If an ad@ustment event occurs in relation to a supply the $upplier must issue an ad@ustment

note to the 1ecipient in relation to that supply within "; days after becoming aware of the

ad@ustment.

22.' Ta< invoice

A party need not make a payment for a taxable supply made under or in connection with this

Contract until it receives a tax invoice for the supply to which the payment relates.

2#. Indemnit

2#.1 Indemnit! &! t$e Contractor

The Contractor indemnifies the Customer and its subcontractors and 0ersonnel against osses

reasonably sustained or incurred by the Customer as a result of a claim made or threatened by a

third party arising out of or in connection with!

9a: any negligent unlawful or wilfully wrong act or omission of the Contractor or its

subcontractors or 0ersonnel* or

9&: an allegation that any $ervices or %arranted ,aterials 'including the use of any $ervices

or %arranted ,aterials by the Customer or its subcontractors or 0ersonnel) infringes theIntellectual 0roperty 1ights or ,oral 1ights of the third party. <or the purposes of this


!0



clause (."'b) an infringement of Intellectual 0roperty 1ights includes unauthorised acts

which would but for the operation of section "# of the 0atents Act ">>6 'Cth) section >#

of the /esigns Act (66 'Cth) section "5 of the Copyright Act ">#5 'Cth) and section (7

of the Circuit ayouts Act ">5> 'Cth) constitute an infringement.

2#.2 Customer=s o&ligations

%here the Customer wishes to enforce an indemnity under clause (." it must!9a: give written notice to the Contractor as soon as practical*

9&: make reasonable efforts to mitigate the relevant oss*

9c: sub@ect to the Contractor agreeing to comply at all times with clause (. permit the

Contractor at the Contractor3s expense to handle all negotiations for settlement and as

permitted by aw to control and direct any settlement negotiation or litigation that may

follow* and

9d: in the event that the Contractor is permitted to handle negotiations or conduct litigation on

behalf of the Customer under clause (.('c) provide all reasonable assistance to the

Contractor in the handling of any negotiations and litigation.

2#.# Contractor=s o&ligations

In the event that the Contractor is permitted to handle negotiations or conduct litigation on behalf

of the Customer under clause (.( the Contractor must!

9a: comply with government policy and obligations as if the Contractor were the Customer

relevant to the conduct of the litigation and any settlement negotiation 'including but not

limited to the egal $ervices /irections) and any direction issued by the Attorney General

to the Commonwealth or delegate*

9&: keep the Customer informed of any significant developments relating to the conduct of the

defence or settlement of any claim* and

9c: provide to the Customer such information and documentation as are reasonably requested by the Customer to enable the Customer to ascertain whether the defence or settlement by

the Contractor of any claim is being conducted in accordance with the requirements of the

egal $ervices /irections including any requirements relating to legal professional

privilege and confidentiality.

24. Lia4ilit

24.1 Relevant 3aw

The liability of a party for breach of this Contract or in tort or for any other common law or

statutory cause of action arising out of the operation of this Contract will be determined under therelevant law in Australia that is recognised and would be applied by the igh Court of Australia.

24.2 3imitation

9a: The liability of each party arising out of or in connection with this Contract 'including

under any indemnity) is sub@ect to clause (;.('b) limited to the amount specified in

item 6 of the Contract /etails.

9&: ?nless specified otherwise in item " of the Contract /etails any limit on the liability of

each party under clause (;.('a) does not apply in relation to liability relating to!

9i: personal in@ury 'including sickness and death)*

9ii: loss of or damage to tangible property*9iii: an infringement of Intellectual 0roperty 1ights*


!



9iv: a breach of any obligation of confidentiality security requirement or privacy* or

9v: any breach of any statute or any wilfully wrong act or omission including in the

case of the Contractor any act or omission that constitutes repudiation of the

Contract.

9c: ?nless specified otherwise in item ( of the Contract /etails the limitation of liability

specified in clause (;.('a) applies in respect of each single occurrence or a series of

related occurrences arising from a single cause.

24.# Review of limitation

9a: The parties acknowledge that the limitation of liability specified in item 6 of the Contract

/etails will be sub@ect to review in the event that the Contract is varied or extended.

9&: <or the avoidance of doubt a party may require a review of the limitation of liability

specified in clause (;.( as a condition of its acceptance to a variation request under

clause " but only for the purpose of achieving a proportionate ad@ustment to reflect any

alteration to that party3s risk exposure arising out of that variation.

24.4 Contri&ution

The liability of a party '%arty A) for any osses incurred by another party '%arty B) will be

reduced proportionately to the extent that!

9a: any negligent act or omission of 0arty & 'or of its subcontractors or 0ersonnel)* or

9&: any failure by 0arty & to comply with its obligations and responsibilities under this

Contract

contributed to those losses regardless of whether legal proceedings are brought by 0arty A for

negligence or breach of contract.

24.5 Alication to Service Re&ates

9a: If $ervice 1ebates become payable under clause "-.( the Customer may at its discretion!9i: elect to set+off the amount the Contractor must pay against any subsequent liability

for $ervice Charges* or

9ii: issue a notice requiring payment of the $ervice 1ebates within no less than "6

&usiness /ays of receipt of the notice.

9&: The set+off or payment of $ervice 1ebates by the Contractor 'unless stipulated to the

contrary in item of the Contract /etails) will not be taken into account for the purposes

of quantifying any osses which are sub@ect to any limitation of liability under

clause (;.(.

25. Insurance25.1 )&ligation to maintain insurance

In connection with the provision of the $ervices the Contractor must have and maintain!

9a: for the Contract 0eriod valid and enforceable insurance policies for!

9i: public liability*

9ii: either professional indemnity or errors and omissions*

9iii: product liability*

9iv: workers3 compensation as required by law* and

9v: any additional types specified in item ; of the Contract /etails* and


!2



9&: for seven years following the expiry or termination of the Contract valid and enforceable

insurance policies for either professional indemnity or errors and omissions in the

amounts specified in item 7 of the Contract /etails.

25.2 Certificates of currenc!

The Contractor must on request by the Customer provide current relevant confirmation of

insurance documentation from its insurance brokers certifying that it has insurance as required bythis clause (7.

2'. Confidentialit and pri#ac

2'.1 Confidential Information not to &e disclosed

9a: $ub@ect to clause (#. a party must not without the prior written consent of the other

party disclose any Confidential Information of the other party to a third party.

9&: In giving written consent to the disclosure of Confidential Information a party may

impose such conditions as it thinks fit and the other party agrees to comply with these

conditions.2'.2 7ritten undertaings

9a: A party '<irst 0arty) may at any time require the other party to arrange for!

9i: the other party3s Advisers* or

9ii: any other third party other than a Customer3s employee to whom information

may be disclosed pursuant to clause (#.'a) or 'e)

to give a written undertaking in the form set out in $chedule > or where $chedule > does

not include a form of undertaking in the form of a deed reasonably acceptable to the <irst

0arty and relating to the use and non+disclosure of the <irst 0arty3s Confidential

Information.

9&: If the other party receives a request under clause (#.('a) it must promptly arrange for all

such undertakings to be given.

2'.# ?<cetions to o&ligations

The obligations on the parties under this clause (# will not be taken to have been breached to the

extent that Confidential Information!

9a: is disclosed by a party to its Advisers or employees solely in order to comply with

obligations or to exercise rights under this Contract*

9&: is disclosed to a party3s internal management personnel solely to enable effective

management or auditing of Contract related activities*9c: is disclosed by the Customer to the responsible ,inister*

9d: is disclosed by the Customer in response to a request by a ouse or a Committee of the

0arliament of the Commonwealth*

9e: is shared by the Customer within the Customer3s organisation or with another Agency

where this serves the Commonwealth3s legitimate interests*

9f: is authorised or required by law including under this Contract under a licence or

otherwise to be disclosed* or

9g: is in the public domain otherwise than due to a breach of this clause (#.

2'.4 )&ligations on disclosure

%here a party discloses Confidential Information to another person!


!!



9a: pursuant to clauses (#.'a) 'b) or 'e) the disclosing party must!

9i: notify the receiving person that the information is Confidential Information* and

9ii: not provide the information unless the receiving person agrees to keep the

information confidential* or

9&: pursuant to clauses (#.'c) and 'd) the disclosing party must notify the receiving party

that the information is Confidential Information.2'.5 Additional confidential information

9a: The parties may agree in writing after the date of this Contract that certain additional

information is to constitute Confidential Information for the purposes of this Contract.

9&: %here the parties agree in writing after the date of this Contract that certain additional

information is to constitute Confidential Information for the purposes of the Contract this

documentation is incorporated into and becomes part of this Contract on the date by

which both parties have signed this documentation.

2'.' Period of confidentialit!

The obligations under this clause (# continue notwithstanding the expiry or termination of thisContract!

9a: in relation to an item of information described in $chedule ; for the period set out in that

$chedule in respect of that item* and

9&: in relation to any information which the parties agree in writing after the date of this

Contract is to constitute Confidential Information for the purposes of this Contract for the

period agreed by the parties in writing in respect of that information.

2'.( o reduction in rivac! and securit! o&ligations

8othing in this clause (# derogates from any obligation which either party may have either under

the aw or under this Contract in relation to the protection of personal information and security.

2(. rotection of personal information

2(.1 Alication of t$e clause

This clause applies only where the Contractor deals with personal information when and for the

purpose of providing $ervices under this Contract but does not derogate from any obligation the

Contractor may have under the aw or under this Contract in relation to the protection of security.

2(.2 "efinitions

In this clause (- the terms 2agency3 2approved privacy code3 'A0C) 2Information 0rivacy

0rinciples3 'I00s) and 28ational 0rivacy 0rinciples3 '800s) have the same meaning as they have in

section # of the 0rivacy Act and 2personal information3 which also has the meaning it has in

section # of the 0rivacy Act means!

2information or an opinion 'including information or an opinion forming part of a database)

whether true or not and whether recorded in a material form or not about an individual whose

identity is apparent or can reasonably be ascertained from the information or opinion3.

2(.# )&ligations

The Contractor acknowledges that it is a 2contracted service provider3 within the meaning of

section # of the 0rivacy Act ">55 'Cth) 'te %rivacy Act) and agrees in respect of the provision of

$ervices under this Contract!


!&



9a: to use or disclose personal information obtained during the course of providing $ervices

under this Contract only for the purposes of this Contract*

9&: not to do any act or engage in any practice that would breach an I00 contained in section

"; of the 0rivacy Act which if done or engaged in by an agency would be a breach of that

I00*

9c: to carry out and discharge the obligations contained in the I00s as if it were an agency

under that Act*

9d: to notify individuals whose personal information the Contractor holds that complaints

about acts or practices of the Contractor may be investigated by the 0rivacy

Commissioner who has power to award compensation against the Contractor in

appropriate circumstances*

9e: not to use or disclose personal information or engage in an act or practice that would

breach section "#< of the 0rivacy Act 'direct marketing) an 800 'particularly 800s - to

"6) or an A0C where that section 800 or A0C is applicable to the Contractor unless!

9i: in the case of section "#< the use or disclosure is necessary directly or

indirectly to discharge an obligation of this Contract* or

9ii: in the case of an 800 or an A0C where the activity or practice is engaged in for

the purpose of discharging directly or indirectly an obligation under this Contract

and the activity or practice which is authorised by this Contract is inconsistent

with the 800 or A0C*

9f: to disclose in writing to any person who asks the content of the provisions of this

Contract 'if any) that are inconsistent with an 800 or an A0C binding a party to this

Contract*

9g: to immediately notify the Customer if the Contractor becomes aware of a breach or

possible breach of any of the obligations contained in or referred to in this clause (-

whether by the Contractor or any subcontractor*

9$: to comply with any directions guidelines determinations or recommendations of the

0rivacy Commissioner to the extent that they are not inconsistent with the requirements

of this clause (-* and

9i: to ensure that any employee of the Contractor who is required to deal with personal

information for the purposes of this Contract is made aware of the obligations of the

Contractor set out in this clause (-.

2(.4 Su&contracts

The Contractor must ensure that any subcontract entered into for the purpose of fulfilling its

obligations under this Contract contains provisions to ensure that the subcontractor has the same

awareness and obligations as the Contractor has under this clause including the requirement inrelation to subcontracts.

2(.5 Indemnit!

The Contractor agrees to indemnify the Customer in respect of any oss suffered or incurred by the

Customer which arises directly or indirectly from a breach of any of the obligations of the

Contractor under this clause (- or a subcontractor under the subcontract provisions referred to in

clause (-.;.

2*. Conflict of interest

2*.1 7arrant! t$at t$ere is no conflict of interest


!.



The Contractor warrants that to the best of its knowledge after making diligent inquiry at the date

of signing this Contract no conflict of interest exists or is likely to arise in the performance of its

obligations under this Contract.

2*.2 otification of a conflict of interest

If during the performance of the $ervices a conflict of interest arises or appears likely to arise the

Contractor must!

9a: notify the Customer immediately in writing*

9&: make full disclosure of all relevant information relating to the conflict* and

9c: take such steps as the Customer reasonably requires to resolve or otherwise deal with the

conflict.

2+. Securit

2+.1 Comliance wit$ PSP8

The Contractor must and must ensure that its 0ersonnel comply with!

9a: all relevant requirements of the 0$0< and its 0rotective $ecurity 0rotocols '0ersonnel

security Information security and 0hysical security) including the 0$0< 0rotective

security governance guidelines $ecurity of outsourced services and functions*

9&: the requirements of the Customer3s protective security policies and procedures under the

0$0< including as specified in item # of the Contract /etails*

9c: any additional security requirements specified in item # of the Contract /etails* and

9d: any other security requirements that are 8otified by the Customer to the Contractor from

time to time including any changes to the requirements referred to in clauses (>."'a) 'b)

and:or 'c). $uch other security requirements must be complied with from the date

specified in the 8otice or if none is specified within 7 &usiness /ays of receipt of the 8otice.

2+.2 Securit! classified information

The Contractor acknowledges and agrees that!

9a: it must not and must not permit any of its 0ersonnel or subcontractors to access security

classified information unless the individual concerned has a security clearance to the

appropriate level and the need+to+know and will prevent access by any such individual

whose security clearance has lapsed or been revoked or who no longer requires such

access*

9&: it must 8otify the Customer immediately upon becoming aware of any unauthorisedaccess to security classified information and the extent and nature of that access 'whether

incidental or accidental access or by any of its 0ersonnel or subcontractors) and must

comply with any reasonable directions of the Customer in order to rectify the security

incident* and

9c: it must and must ensure that its 0ersonnel and subcontractors store and handle security

classified information and resources in premises and facilities that meet the minimum

standards set by the Commonwealth for storage and handling of such information and:or

resources as applicable of the relevant security classification level.

2+.# )fficial Information



!/



9a: if and when requested by the Customer it its 0ersonnel and subcontractors must

promptly execute a declaration of interest and deed of non+disclosure in a form

reasonably required by the Customer relating to the use and non+disclosure of official

information in connection with this Contract*

9&: it must promptly 8otify and disclose to the Customer any conflict of interest affecting it

its 0ersonnel or subcontractors that may impact on security in the performance of the

Contractor3s obligations with respect to official information under this Contract*

9c: it must promptly inform and keep informed its 0ersonnel and subcontractors in respect of

all the Customer3s security requirements and the security obligations of the Contractor

under this Contract including that the obligation to maintain confidentiality of official

information is ongoing 'notwithstanding termination or expiry of this Contract or their

involvement with it)*

9d: it must and must ensure that its 0ersonnel and subcontractors have and use systems that

meet the designated information security standards under the Australian Government

Information $ecurity ,anual for the electronic processing storage transmission and

disposal of official information*

9e: it must and must ensure that its 0ersonnel and subcontractors 8otify the Customer

immediately of any actual or suspected security incident security infringement security

violation or security breach in connection with this Contract including where it may

impact upon the provision of the $ervices or official information held by or in the control

of the Contractor* and

9f: on termination or expiry of this Contract it must and must ensure that its 0ersonnel and

subcontractors*

9i: delete all official information from their respective ICT systems and

9ii: return all Customer resources and assets to the Customer except to the extent that

the aw requires it to be retained by them in which event the retained information

resource or asset continues to be sub@ect to all security requirements applying

under this Contract.

2+.4 Securit! clearance


9a: upon reasonable 8otice from the Customer it must ensure that each of its 0ersonnel and

subcontractors hold and maintain a security clearance at the level and for the period as

8otified by the Customer to the Contractor from time to time* and

9&: unless otherwise specified in item - of the Contract /etails it is responsible for all costs

associated with obtaining and maintaining security clearances for its 0ersonnel and

subcontractors.

2+.5 Customer "ata and Customer 0aterial

The Contractor must and must ensure that its subcontractors and 0ersonnel!

9a: comply with all security requirements applying to Customer /ata and:or Customer

,aterial in respect of access to and use of Customer /ata and:or Customer ,aterial as

specified in this Contract in addition to any obligation under aw*

9&: 8otify the Customer immediately and comply with all directions of the Customer if any of

them become aware of any contravention of the Customer3s security requirements in

relation to Customer /ata and:or Customer ,aterial*

9c: not remove Customer /ata or allow Customer /ata to be removed from the Customer3s premises without the prior written consent of the Customer*


!



9d: not take Customer /ata and:or Customer ,aterial or allow Customer /ata and:or

Customer ,aterial to be taken outside of Australia without the prior written consent of

the Customer* and

9e: report to C91T Australia and the Customer any breaches of ICT system security that do

not involve official information.

2+.' Interretation

In this clause (>!

9a: regardless of whether or not the first letter of any word is capitalised 2asset3 2Australian

Government Information $ecurity ,anual3 2confidentiality3 2conflict of interest3 2ICT

system3 2information security3 2need+to+know3 2official information3 2personnel

security3 2physical security3 2protective security3 2resources3 2security classified

information3 2security breach3 2security clearance3 and 2security incident3 have the

meaning given to them in the 0$0< Australian Government protective security policy

framework glossary of security terms* and

9&: an obligation of the Contractor under any of clauses (>." (>.( (>. (>.; or (>.7 is

additional to and does not affect nor derogate from the obligations of the Contractor

under!

9i: one or more of the other of those clauses* and:or

9ii: any other provision of this Contract.

#,. *oo+s and records

#,.1 Contractor to ee &oos and records


9a: keep and require its subcontractors to keep adequate books and records in accordance

with Australian Accounting $tandards in sufficient detail to enable the amounts payable

by the Customer under this Contract to be determined* and

9&: retain and require its subcontractors to retain for a period of seven years after termination

or expiration of this Contract all books and records relating to the $ervices.

#,.2 Costs

The Contractor must bear its own costs of complying with this clause.

#,.# Survival

This clause applies for the Contract 0eriod and for a period of seven years from the termination orexpiry of this Contract.

#1. Audit and access

#1.1 Rig$t to conduct audits

The Customer or a representative may conduct audits relevant to the performance of the

Contractor3s obligations under this Contract. Audits may be conducted of!

9a: the Contractor3s operational practices and procedures as they relate to this Contract

including security procedures protocols and guidelines*

9&: the accuracy of the Contractor3s invoices and reports in relation to the provision of the

$ervices under this Contract*


!1



9c: the Contractor3s compliance with its confidentiality privacy and security requirements

and obligations under this Contract*

9d: material 'including books and records) in the possession of the Contractor relevant to the

$ervices or Contract* and

9e: any other matters determined by the Customer to be relevant to the $ervices or Contract.

#1.2 Access &! t$e Customer 9a: The Customer may at reasonable times and on giving reasonable notice to the Contractor!

9i: access the premises of the Contractor to the extent relevant to the performance of

this Contract including for the purposes of clause "."*

9ii: require the provision by the Contractor its employees agents or subcontractors of

records and information in a data format and storage medium accessible by the

Customer by use of the Customer3s existing computer hardware and software*

9iii: inspect and copy documentation books and records however stored in the

custody or under the control of the Contractor its employees agents or

subcontractors* and

9iv: require assistance in respect of any inquiry into or concerning the $ervices or this

Contract. <or these purposes an inquiry includes any administrative or statutory

review audit or inquiry 'whether within or external to the /epartment) any

request for information directed to the Customer and any inquiry conducted by

0arliament or any 0arliamentary committee.

9&: The Contractor must provide access to its computer hardware and software and equipment

to the extent necessary for the Customer to exercise its rights under this clause and

provide the Customer with any reasonable assistance requested by the Customer to use

that hardware and software.

#1.# Conduct of audit and access

The Customer must use reasonable endeavours to ensure that!

9a: audits performed pursuant to clause "."* and

9&: the exercise of the general rights granted by clause ".( by the Customer do not

unreasonably delay or disrupt in any material respect the Contractor3s performance of its

obligations under the Contract.

#1.4 Costs

9a: 9xcept as set out in clause ".;'b) each party must bear its own costs of any reviews

and:or audits.

9&: If the Contractor is able to substantiate that it has incurred direct expenses in theCustomer3s exercise of the rights granted under clause "." or clause ".( which having

regard to the value of this Contract are substantial the Customer and the Contractor will

negotiate an appropriate reimbursement. Any reimbursement must not be greater than the

direct expenses incurred and substantiated.

#1.5 Auditor-%eneral and Privac! Commissioner

The rights of the Customer under clause ".('a)'i) to ".('a)'iii) apply equally to the Auditor+

General or a delegate of the Auditor+General or the 0rivacy Commissioner or a delegate of the

0rivacy Commissioner for the purpose of performing the Auditor+General3s or 0rivacy

Commissioner3s statutory functions or powers.

#1.' Contractor to coml! wit$ Auditor-%eneral=s reuirements


!



The Contractor must do all things necessary to comply with the Auditor+General3s or his or her

delegate3s or the 0rivacy Commissioner3s or his or her delegate3s requirements notified under

clause ".( provided such requirements are legally enforceable and within the power of the

Auditor+General the 0rivacy Commissioner or his or her respective delegate.

#1.( o reduction in resonsi&ilit!

The requirement for and participation in audits does not in any way reduce the Contractor3sresponsibility to perform its obligations in accordance with the Contract.

#1.* Su&contractor reuirements

The Contractor must ensure that any subcontract entered into for the purpose of this Contract

contains an equivalent clause granting the rights specified in this clause.

#1.+ o restriction

8othing in this Contract reduces limits or restricts in any way any function power right or

entitlement of the Auditor+General or a delegate of the Auditor+General or the 0rivacy

Commissioner or a delegate of the 0rivacy Commissioner. The rights of the Customer under this

Contract are in addition to any other power right or entitlement of the Auditor+General or adelegate of the Auditor+General or the 0rivacy Commissioner or a delegate of the 0rivacy

Commissioner.

#1.1, Survival

This clause applies for the Contract 0eriod and for a period of seven years from the termination or

expiry of this Contract.

#2. 6nforeseen e#ents

#2.1 )ccurrence of unforeseen event

A party 'A##ected %arty) is excused from performing its obligations under this Contract to the

extent it is prevented by circumstances beyond its reasonable control 'other than lack of funds for

any reason or any strike lockout and labour disputes in respect of the Contractor only) including

but not limited to acts of God natural disasters acts of war riots and strikes outside that party3s

organisation.

#2.2 otice of unforeseen event

%hen the circumstances described in clause (." arise or are reasonably perceived by the Affected

0arty as an imminent possibility the Affected 0arty must give notice of those circumstances to the

other party as soon as possible identifying the effect they will have on its performance. An

Affected 0arty must make all reasonable efforts to minimise the effects of such circumstances onthe performance of this Contract.

#2.# Termination

If non+performance or diminished performance by the Affected 0arty due to the circumstances

under clause (." continues for a period of more than "; consecutive days or other period as

specified in item 5 of the Contract /etails the other party may terminate the Contract

immediately by giving the Affected 0arty written notice.

#2.4 Conseuences of termination

If this Contract is terminated under clause (.!


&0



9a: each party will bear its own costs and neither party will incur further liability to the other*

and

9&: where the Contractor is the Affected 0arty it will be entitled to payment for $ervices

Accepted or work performed prior to the date of intervention of the circumstances

described in clause (.".

##. 'ispute resolution

##.1 o ar&itration or court roceedings

If a dispute arises in relation to the conduct of this Contract 'Dispute) a party must comply with

this clause before starting arbitration or court proceedings 'except proceedings for urgent

interlocutory relief). After a party has sought or obtained any urgent interlocutory relief that party

must follow this clause .

##.2 otification

A party claiming a /ispute has arisen must give the other parties to the /ispute notice setting out

details of the /ispute.

##.# Parties to resolve "isute

/uring the "; days after a notice is given under clause .( 'or longer period if the parties to the

/ispute agree in writing) each party to the /ispute must use its reasonable efforts through a

meeting of C9Ds 'or their nominees) to resolve the /ispute. If the parties cannot resolve the

/ispute within that period they must refer the /ispute to a mediator if one of them requests.

##.4 Aointment of mediator

If the parties to the /ispute cannot agree on a mediator within seven days after a request under

clause . the chairperson of 9A/1 or the chairperson3s nominee will appoint a mediator.

##.5 Role of mediator and o&ligations of arties

The role of a mediator is to assist in negotiating a resolution of the /ispute. A mediator may not

make a binding decision on a party to the /ispute except if the party agrees in writing. ?nless

agreed by the mediator and parties the mediation must be held within (" days of the request for

mediation in clause .. The parties must attend the mediation and act in good faith to genuinely

attempt to resolve the /ispute.

##.' Confidentialit!

Any information or documents disclosed by a party under this clause !

9a: must be kept confidential* and9&: may only be used to attempt to resolve the /ispute.

##.( Costs

9ach party to a /ispute must pay its own costs of complying with this clause . The parties to the

/ispute must equally pay the costs of any mediator.

##.* Termination of rocess

A party to a /ispute may terminate the dispute resolution process by giving notice to each other

party after it has complied with clauses ." to .7. Clauses .# and .- survive termination of

the dispute resolution process.

##.+ reac$ of t$is clause


&



If a party to a /ispute breaches clauses ." to .5 the other party does not have to comply with

those clauses in relation to the /ispute.

#4. Termination

#4.1 Termination and reduction for convenience

9a: The Customer may at any time by notice terminate this Contract or reduce the scope of

the $ervices including for a machinery of government change.

9&: Dn receipt of a notice of termination or reduction the Contractor must!

9i: stop work as specified in the notice*

9ii: take all available steps to minimise loss resulting from that termination and to

protect Customer ,aterial and Contract ,aterial* and

9iii: continue work on any part of the $ervices not affected by the notice.

9c: If this Contract is terminated under clause ;." the Customer is liable only for!

9i: payments under clause (" for $ervices rendered before the effective date of

termination* and9ii: reasonable costs incurred by the Contractor and directly attributable to the

termination.

9d: If the scope of the $ervices is reduced the Customer3s liability to pay the $ervice Charges

or to provide Customer ,aterial abates in accordance with the reduction in the $ervices.

9e: The Customer is not liable to pay compensation under clause ;."'c)'ii) in an amount

which would in addition to any amounts paid or due or becoming due to the Contractor

under this Contract exceed the total $ervice Charges payable under this Contract.

9f: The Contractor is not entitled to compensation for loss of prospective profits.

#4.2 Termination &! t$e Customer for default

9a: %ithout limiting any other rights or remedies the Customer may have against the

Contractor arising out of or in connection with this Contract the Customer may terminate

this Contract effective immediately by giving notice to the Contractor if!

9i: the Contractor breaches a material provision of this Contract where that breach is

not capable of remedy*

9ii: the Contractor breaches any provision of this Contract and fails to remedy the

breach within "; days after receiving notice requiring it to do so* or

9iii: an event specified in clause ;.('c)'i)+'vii) happens to the Contractor.

9&: %ithout limitation for the purposes of clause ;.('a) each of the following constitutes a

breach of a material provision!

9i: a breach of warranty under clauses >.('a) 'b) 'd) 'e) and 'f) 'Contractor

warranties)*

9ii: a failure to comply with clause >.- '<air %ork 0rinciples)*

9iii: a failure to comply with clause >.5 '%ork ealth and $afety)*

9iv: a failure to comply with clause "5 '0ersonnel)*

9v: a failure to comply with clause "> 'Intellectual 0roperty 1ights)*

9vi: a failure to comply with clause (7 'Insurance)*

9vii: a failure to comply with clause (# 'Confidentiality and privacy)*

9viii: a failure to comply with clause (- '0rotection of personal information)*


&2



9i<: a failure to notify the Customer of a conflict of interest under clause (5 'Conflict

of interest)* or

9<: a failure to comply with clause (>." (>.( (>.'a) to 'e) (>.; or (>.7'a) to 'd)

'$ecurity).

9c: The Contractor must notify the Customer immediately if!

9i: the Contractor being a corporation there is any change in the direct or indirect beneficial ownership or control of the Contractor*

9ii: the Contractor disposes of the whole or any part of its assets operations or

business other than in the ordinary course of business*

9iii: the Contractor ceases to carry on business*

9iv: the Contractor ceases to be able to pay its debts as they become due*

9v: the Contractor being a company enters into liquidation or has a controller or

managing controller or liquidator or administrator appointed*

9vi: the Contractor being a natural person is declared bankrupt or assigns his or her

estate for the benefit of creditors* or

9vii: where the Contractor is a partnership any step is taken to dissolve that

partnership.

In this clause controller0 managing controller and administrator have the same meanings as in

the Corporations Act.

#4.# Termination &! t$e Contractor for default

%ithout limiting any other rights or remedies the Contractor may have against the Customer arising

out of or in connection with this Contract the Contractor may terminate this Contract by giving at

least 7 &usiness /ays notice to the Customer if the Customer!

9a: has not paid a correctly rendered invoice or has not notified the Contractor that it disputes

the charges specified under an invoice within #6 days of receipt of that invoice* and

9&: the Contractor has given the Customer!

9i: a first notice 6 days after the due date of the invoice specifying the failure to pay

and giving the Customer at least 6 days to pay the invoice* and

9ii: a second notice "7 days after the first notice referring to the first notice and giving

the Customer at least "7 days to pay the invoice.

#4.4 After termination

Dn termination or expiry of this Contract the Contractor must!

9a: stop work on the $ervices*

9&: deal with Customer ,aterial as reasonably directed by the Customer* and

9c: return all the Customer3s Confidential Information to the Customer.

#4.5 Survival

The following clauses survive the termination and expiry of this Contract!

9a: Clause # '$oftware licence)*

9&: Clause >.5 '%ork ealth and $afety)*

9c: Clause >.> 'Australian Government ICT $ustainability 0lan)*

9d: Clause "> 'Intellectual 0roperty)*

9e: Clause (6 ',oral 1ights)*

9f: Clause ( 'Indemnity)*


&!



9g: Clause (; 'iability)*

9$: Clause (7 'Insurance)*

9i: Clause (# 'Confidentiality and privacy)*

9;: Clause (- '0rotection of personal information)*

9: Clause (> '$ecurity)*

9l: Clause 6 '&ooks and records)*

9m: Clause " 'Audit and access)*

9n: Clauses ;.; ;.7 L ;.# 'After termination)* and

9o: Clause 7 'Enowledge transfer).

#4.' Termination does not affect accrued rig$ts

Termination of this Contract does not affect any accrued rights or remedies of a party.

#5. :nowled,e transfer

$ub@ect to any qualification or provision to the contrary in the $tatement of %ork the Contractor

must provide the following assistance to the Customer on termination or expiration of this

Contract!

9a: transferring or providing access to the Customer to all information stored by whatever

means held by the Contractor or under the control of the Contractor in connection with

this Contract* and

9&: making $pecified 0ersonnel and Contractor 0ersonnel available for discussions with the

Customer as may be required. The time length and sub@ect of these discussions will be at

the sole discretion of the Customer provided that any matter discussed is not considered

to reveal any 2Commercial+in+Confidence3 information of the Contractor.

#'. otices and other communications

#'.1 Service of notices

A 8otice must be!

9a: in writing in 9nglish and signed by a person duly authorised by the sender* and

9&: hand delivered or sent by prepaid post or facsimile to the recipient3s address for 8otices

specified in item > of the Contract /etails as varied by any 8otice given by the recipient

to the sender.

#'.2 ?ffective on receit

A 8otice given in accordance with clause #." takes effect when it is taken to be received 'or at a

later time specified in it) and is taken to be received!

9a: if hand delivered on delivery*

9&: if sent by prepaid post on the second &usiness /ay after the date of posting 'or on the

seventh &usiness /ay after the date of posting if posted to or from a place outside

Australia)*

9c: if sent by facsimile when the sender3s facsimile system generates a message confirming

successful transmission of the entire 8otice unless within eight &usiness ours after the

transmission the recipient informs the sender that it has not received the entire 8otice but


&&



if the delivery receipt or transmission is not on a &usiness /ay or is after #.66pm on a

&usiness /ay the 8otice is taken to be received at >.66am on the next &usiness /ay.

#(. 8iscellaneous

#(.1 )wners$i of Contract

All copyright and other Intellectual 0roperty 1ights contained in this Contract remain the property

of the Customer.

#(.2 /ar!ing t$e Contract

This Contract may be varied only in writing signed by each party.

#(.# Arovals and consents

9xcept where this Contract expressly states otherwise a party may in its discretion give

conditionally or unconditionally or withhold any approval or consent under this Contract.

#(.4 Assignment and novation

A party may only assign its rights or novate its rights and obligations under this Contract with the

prior written consent of the other party.

#(.5 Costs

9ach party must pay its own costs of negotiating preparing and executing this Contract.

#(.' Counterarts

This Contract may be executed in counterparts. All executed counterparts constitute one document.

#(.( o merger

The rights and obligations of the parties under this Contract do not merge on completion of anytransaction contemplated by this Contract.

#(.* ?ntire agreement

This Contract constitutes the entire agreement between the parties in connection with its sub@ect

matter and supersedes all previous agreements or understandings between the parties in connection

with its sub@ect matter.

#(.+ 8urt$er action

9ach party must do at its own expense everything reasonably necessary 'including executing

documents) to give full effect to this Contract and any transaction contemplated by it.

#(.1, Severa&ilit!

A term or part of a term of this Contract that is illegal or unenforceable may be severed from this

Contract and the remaining terms or parts of the terms of this Contract continue in force.

#(.11 7aiver

%aiver of any provision of or right under this Contract!

9a: must be in writing signed by the party entitled to the benefit of that provision or right* and

9&: is effective only to the extent set out in any written waiver.

#(.12 Relations$i


&.



9a: The parties must not represent themselves and must ensure that their officers employees

agents and subcontractors do not represent themselves as being an officer employee

partner or agent of the other party or as otherwise able to bind or represent the other party.

9&: This Contract does not create a relationship of employment agency or partnership

between the parties.

#(.1# Announcements

9a: The Contractor must before making a public announcement in connection with this

Contract or any transaction contemplated by it obtain the Customer3s agreement to the

announcement except if required by law or a regulatory body 'including a relevant stock

exchange).

9&: If the Contractor is required by law or a regulatory body to make a public announcement

in connection with this Contract or any transaction contemplated by this Contract the

Contractor must to the extent practicable first consult with and take into account the

reasonable requirements of the Customer.

9c: %here reasonably practicable the Customer must on or before making a public

announcement in connection with this Contract or any transaction contemplated by it provide notice to the Contractor of the general nature of the announcement. <or the

avoidance of doubt the Customer does not require the consent of the Contractor to the

making of the announcement.

#(.14 %overning law and ;urisdiction

?nless otherwise specified in item ;6 of the Contract /etails this Contract is governed by and is

to be construed in accordance with the law of the Australian Capital Territory and each party

irrevocably and unconditionally submits to the non+exclusive @urisdiction of the courts of that

@urisdiction.


&/



Schedule – Contract 'etails

$tem

num'er

Description Clause Re#erence Details

". Customer details 3!3 [insert name o' Customer]

[insert street address]

[insert A]

(. Contractor details 3!3 [insert name o' Contractor]

[insert street address]

[insert A]

. Customer Representative 3!3 and 32!3 [insert position andor name o' the

Customer*s representative]

;. Contractor Representative 3!3 and 32!3 [insert position andor name o'

Contractor*s representative]

7. Business Hours 3!3 [i' usiness 4ours di''er 'rom those

speci'ied in the de'inition5 speci'y

alternative hours here6 7ther"ise insert

8not applica,le*]

#. Commencement Date 3!3 and 4!3 [insert date Contract is to commence

eg5 ddmmyy]

-. $nitial Contract %eriod 3!3 and 4!3 [insert the initial period o' time 'or "hich

the Contract "ill continue5 eg 2 years]

5. Option %eriod .( [insert 7ption #eriod eg5 2 periods each

,eing 1 year in duration6 7ther"ise

insert 8not applica,le*]

>. Option -otice %eriod .( [i' 7ption otice #eriod is to ,e other

than 30 days5 insert alternative 7ption

otice #eriod eg5 :% days;6 7ther"ise

insert 8not applica,le*]

"6. -ominated Agency 3!3 and 5 [insert names; o' any ominated

Agencies6]

"". So#t"are ,icence 6!3 [i' the position as to the licensing o' the

So't"are is to di''er 'rom that provided in

clause #." state the position here6

7ther"ise insert 8not applica,le*]

"(. Escro" #.( [i' the Contractor "ill not ,e reuired to

place the Source $aterial in escro" that

should ,e speci'ied here6 7ther"ise insert

8de'ault position to apply*]

". Delivery0 installation and 5." [i' the reuirements in relation to the


&



$tem

num'er


implementation delivery5 installation and implementation

di''ers 'rom that provided in clause 5."

including "here delivery5 installation and

implementation is not reuired under theContract; state the position here6


";. Relevant $ndustry

Standards

>."'c) [insert relevant Industry Standards ,est

practice and guidelines i' any;6


"7. Su'contractors >.# [insert names and As o' any

su,contractors6 7ther"ise insert 8not

applica,le*]

"#. (arranty %eriod 3!3 and 37!3 [i' .arranty #eriod is to di''er 'rom that

set out in clause 161 state alternative

period here6 7ther"ise insert 8not

applica,le*]

"-. Support %eriod and

(arranty %eriod

"6." [i' the reuirements in relation to the

Support #eriod di''er 'rom that provided

in clause "6." including "here there "ill

,e no Support #eriod or the Support

Services "ill not e<tend ,eyond the

.arranty #eriod; state the position here6


"5. *ser di##iculty or

inexperience

37!4 [i' the Contractor is to provide support 'or

user di''iculty or ine<perience5 state that

here6 7ther"ise insert 8not applica,le*]

">. *pdates and -e"

Releases

33!3 [tic( one or ,oth o' the 'ollo"ing ,o<es as

applica,le]

The Contractor is required to provide!

?pdates

8ew 1eleases

under clause ""."

(6. Ongoing Support Services "".( [i' Support Services are only to ,e

provided 'or a speci'ied period 'ollo"ing

re'usal o' an =pdate or e" >elease5

insert that period here6 7ther"ise insert

8not applica,le*]


&1



$tem

num'er


Rigts 8 licences of and licence to Intellectual 0roperty

1ights in Contract ,aterial) is to apply!

". M I' the terms o' the licence are to

di''er 'rom that provided in clause

">.7'b) 5 state the position here6

7ther"ise insert 8not applica,le* N

(>. Moral Rigts 8 Speci#ied

Acts

(6.( [i' the Customer "ants to per'orm

additional acts "ith the Contract $aterial

other than those listed in clause (6.( 5

these should ,e set out here6 7ther"ise

insert 8not applica,le*]*not applica,le*]

6. ,imitation o# lia'ility 8cap

15!1;a< [speci'y the amount to "hich lia,ility is to,e limited]

". ,imitation o# lia'ility 8

limitation on types o#

lia'ility

15!1;'< [i' the parties are to have limited lia,ility

'or any o' the types o' lia,ility descri,ed

in clause (;.('b) 5those types o' lia,ility

should ,e speci'ied here]

(. ,imitation o# lia'ility 8

aggregate or per

occurrence

15!1;c< [i' the limitation o' lia,ility is not to apply

in respect o' each single occurrence or a

series o' related occurrences arising 'rom

a single cause then speci'y the ,asis on

"hich it is to apply e6g65 in aggregate over

the Contract #eriod]

. ,imitation o# lia'ility 8

Service Re'ates included

in limitation o# lia'ility

15!2;'< [select i' the de'ault position in clause

2:6%,; does not apply]

the set+off or payment of $ervice

1ebates under clause (;.7'a) will be taken

into account for the purposes of

quantifying any osses which are sub@ect

to any limitation of liability

;. Additional insurance (7."'a) [insert any additional types o' insurance

the Contractor is reuired to maintain6


7. $nsurance =uantum (7." 0ublic liability insurance for an insured

amount of MJ insert amount N per

occurrence and not less than MJ insert

amount N in aggregate

9ither professional indemnity or errors

and omissions insurance for an insured

amount of MJ insert amount N peroccurrence and not less than MJ insert


.0



$tem

num'er


amount N in aggregate.

0roduct liability for an insured amount of

MJ insert amount N per occurrence and not

less than MJ insert amount N in aggregate.

%orkers compensation as required by law

[insert amount reuired o' any other type

o' insurance speci'ied at item 3: a,ove]

#. Security 1:!3 Customer3s Agency protective security

policies and procedures!

[Insert Customer*s relevant "e,site

address 'or their #S#+ reuirements o'

contractors 7> insert 8re'er to attached

schedule o' the Customer*s #S#+

reuirements o' contractors*6]

Additional security requirements*

[insert any security reuirements

additional to those speci'ied in

clause (>." 5 7ther"ise insert 8not

applica,le*]

-. Costs o# security

clearances

(>.( [i' the position as to payment 'or security

clearances is to di''er 'rom that provided

in clause (>.(0 state the position here6


5. *n#oreseen events

9termination period

(. [i' a termination period other than 1:

days "ill apply in the event o' an

8un'oreseen event5* speci'y it here6


>. Address #or -otices #." Customer/

[insert name andor position o' person to

receive notices]

[insert postal address]

[insert physical address]

[insert 'acsimile num,er]

Contractor/

[insert name andor position o' person to

receive otices]

[insert postal address]

[insert physical address]


.



$tem

num'er


[insert 'acsimile num,er]

;6. +overning ,a" -."; [insert the la" "hich is to govern the

Contract i' not that o' the Australian

Capital @erritory]


.2



Schedule 2 – Statement of ;or+

ote Insert particulars o' the Services and ?elivera,les to ,e provided under this Contract in this

Schedule6 @he 'ormat o' this Schedule is provided as an e<ample only and may ,e amended to address

particular Customer reuirements6

% urpose (clause %2(e))

ote Insert a ,rie' summary o' the

'a) business requirements of the Customer relevant to provision of the $ervices* and

'b)purpose of procuring the $ervices.

2% Software (clauses % and /)

ote Insert details o' the So't"are provided under this Contract5 including any @hird #arty so't"are6

Software Version

No.

No. of

Copies

Format

".

(.

.

!% Software Specifications (clauses%< 1%< %2 and 2%)

ote Insert Speci'ications 'or the So't"are attach additional pages i' reuired;6

&% 'eli#er and Installation (clause 1)

Item Details (attach additional

pages if required)

Milestone

". /elivery date Insert date o' delivery

(. /elivery place Insert delivery place

. Installation of $oftware

>es -o Insert description

;. Implementation of $oftware

>es -o

Insert description

.% Customer=s >?istin, Sstem (clauses %< /% and 0%2)

ote Insert details o' the euipment or plat'orm on "hich the So't"are is to ,e installed andor used6

quipment!platform "ocation

".


.!



quipment!platform "ocation

;".

;(.

/% Support Ser#ices (clauses % and 0)

ote Insert details o' Support Services here6 >e'er to the =ser otes 'or e<amples o' severity and

priority levels6 Attach additional pages i' reuired6

Description of

Ser#ices

Technical $upport Insert details o' the technical support to ,e provided including the

telephone5 'a< and email details

,ethods and procedures

for reporting 0roblems

Insert description

$upport ours Insert hours o' support5 i' di''erent 'rom that de'ined in clause 161

1emote access Insert any reuirements in relation to remote access "hich "ill

apply in addition to those set out in clause "6.;

Se#erit$ le#el %riori

t$

le#el

&esponse

time

&esolution

time

Disruption

minimisatio

n measures

% Trainin, (clause 0)

ote Insert details o' any training reuirement6

&equirement Milestone

1% 'eli#era4les (clauses % < /% and %/)

ote Insert details o' ?elivera,les here5 including $ilestones6

Deli#era'les Milestone

".

;.

;;.


.&



% 'ocumentation (clause 2)

ote Insert details o' ?ocumentation here5 including reuired 'ormat and $ilestone6

Documentation Format Milestone

".

;7.

;#.

0% ro,ress meetin,s (clause .%)

ote Insert details o' attendees5 'reuency eg6 "ee(ly5 monthly; and place o' meetings6

Meeting ttendees Frequenc$ %lace

% $eportin, (clause .%2)

ote Insert details o' reuired reports5 including content5 'reuency eg6 "ee(ly5 monthly; and dates

due6

&eport t$pe andcontent

Frequenc$ Milestone

2% Acceptance testin, (clauses /)

ote Insert details o' testing 'or Acceptance reuirements5 including Acceptance Criteria against

"hich the Services and ?elivera,les "ill ,e assessed5 the date o' testing and any 'acilities provided ,y

the Contractor6

Ser#ice!Deli#er

a'le

Facilities cceptance

Criteria

cceptance

esting

Date

".

;-.

;5.


..



!% :nowled,e Transfer (clause !.)

ote I' reuirements 'or Bno"ledge @rans'er are di''erent to those speci'ied in clause 3%5 speci'y the

reuirements here6

Re=uirement Milestone


./



Schedule ! – ament

ote Insert details o' all relevant charges5 costs or 'ees 'or the per'ormance o' the Services and

provision o' ?elivera,les and "hen each item is paya,le6 All Service Charges are &S@ e<clusive6 @he

'ormat o' this Schedule is provided as an e<ample only and may ,e amended to address particularCustomer reuirements6

% Summar of Ser#ice Char,es

ote @his ta,le is intended to summarise the total charges paya,le under the Contract6 Insert totals

'rom the ta,les in sections 2 and 3 ,elo"

Item *ear + *ear , *ear - otal

icence <ees

'fixed)

G$T component

Installation

Charges 'fixed)

G$T component

$upport $ervice

Charges 'fixed)

G$T component

Annual Total

TOTA,

2% Licence @ees (clauses % and 2)

ote Insert annual 'i<ed 'ee 'or icences6

Item *ear + *ear , *ear - otal

icence <ees

G$T componentAnnual Total

TOTA,

!% Ser#ice Char,es (fi?ed) (clause % and 2)

ote Insert 'i<ed charges 'or Services6 I' Service Charges are paya,le on a time and materials ,asis5

mar( this section as 8ot Applica,le*6


.



Charges

(eclusi#e of

/S)

/S Component otal

(inclusi#e

of /S)

$nstallation Carges

Support Service

Carges

Oter carges ;i#

any<

TOTA,

&% ourl rates

ote Add hourly rates 'or each person i' payment is to ,e made on a time and materials ,asis6

%ersonnel Hourly Rate

;exclusive o#

+ST<

+ST

Component

Maximum

(or)

E##ort

;Days<

Carges

;exclusive

o# +ST<

+ST

Component

Su' total

Add +ST

TOTA,

.% 'ail rates

ote Add daily rates 'or each person i' payment is to ,e made on a time and materials ,asis6

%ersonnel Daily Rate

;exclusive o#

+ST<

+ST

Component

Maximum

(or)

E##ort

;Days<

Carges

;exclusive

o# +ST<

+ST

Component

Su' total

Add +ST

TOTA,

/% 8ilestone aments

ote Insert $ilestone payment amounts against the $ilestone dates6 I' $ilestone #ayments are not

applica,le5 mar( as 8ot Applica,le*6


.1



Milestone date Milestone?Delivera'le Milestone

%ayment

+ST

Component

Su' total

Add +ST

TOTA,

% 5utsource assistance (clause /%!)

ote I' assistance to the Customer or an outsource supplier is to ,e at an additional cost to the

Customer5 insert the rates or charges that are to apply6

1% Ser#ice $e4ates (clauses % and %2)

ote Add methodology 'or calculating Service >e,ates here6 >e'er to the =ser otes 'or e<amples o'

Service >e,ates methodologies6

Service ,evel Metod o# calculation

% In#oicin, re9uirements (clause 2%2)

ote Speci'y invoicing reuirements here6

0% ament period (clause 2%!)

ote Speci'y an alternative payment period i' the 30 day period contemplated in clause (". is not

suita,le6

% >?penses (clause 2%.)

ote I' the de'ault position speci'ied in clause 216% it to apply5 insert )

8ot Applicable.

7ther"ise insert the 'ollo"ing paragraphs D

9a: $ub@ect to 'b) below the Customer will not pay any travel accommodation or other expenses

unless they have been pre+approved in writing by the Customer 'in its absolute discretion).

'b) The Contractor will be reimbursed for the travel and related accommodation at non+$9$

rates where they are pre+approved in writing by the Customer. The Contractor must submit

an invoice for those expenses and the Customer will reimburse the Contractor in accordancewith the invoicing procedures set out in this $chedule.


.



Schedule & – 'esi,nated ConfidentialInformation

ote @his Schedule should include each party*s Con'idential In'ormation ;6 @he period o'con'identiality should ,e speci'ied 'or each item6 I' the parties agree that di''erent items o' in'ormation

are to ,e con'idential 'or di''erent periods o' time5 the di''erent periods should ,e recorded ne<t to

each item6 An assessment "ill need to ,e made ,y the parties on a caseD,yDcase ,asis a,out "hat is to

,e included in the Schedule6

% Confidential information of the Customer (clause % and 2/)

1.1 Contract rovisions Sc$edules

Item %eriod of

Con0dentialit$

[insert relevant items]

1.2 Contract-related 0aterial

Item %eriod of

Con0dentialit$


2% Confidential information of the Contractor (clause % and 2/)

2.1 Contract rovisions Sc$edules

$tem %eriod o# Con#identiality


2.2 Contract-related 0aterial

$tem %eriod o# Con#identiality



/0



Schedule . – Customer $e9uirements

ote Customer to address particular reuirements "ith "hich the Contractor must comply5 'or

e<ample5 Customer speci'ic legislative reuirements including in relation to secrecy and

con'identiality;5 speci'ic Customer policies andor procedures and speci'ic Common"ealth government policies6


/



Schedule / – Chan,e 5rder

ote I' the proposed changes "ill vary the Speci'ications5 or the Services5 the 'ollo"ing 'orm must ,e

completed6

Tis Cange Order ;including its attacments0 i# any< serves to vary te Contract in accordance

"it te terms set out 'elo"! *nless speci#ically stated in tis Cange Order0 all terms and

conditions o# te Contract continue una##ected!

". Cange Order num'er

(. Raised 'y

. Details o# cange ;use attacments

i# re=uired<

;. $mplementation date o# CangeOrder

7. E##ect on Services

#. %lan #or implementing te cange

-. E##ect on Service Carges

5. E##ect on Service ,evel

Re=uirements

>. E##ect on Documentation

"6. $mpact on end users

"". Oter relevant matters ;eg

transitional impacts<

Customer

-ame ;print<

%osition

SignatureDate

Contractor

-ame ;print<

%osition

Signature

Date


/2



Schedule – A,enc 5rder @orm

Te Contractor as o##ered under clause ; o# te Contract speci#ied at item 3 'elo" to provide te

Services to -ominated Agencies! Te -ominated Agency speci#ied in item 4 'elo" re=uests certain

Services "ic te Contractor agrees to provide on te terms and conditions set out in te Contractand in tis Agency Order Form! $# tere is an inconsistency 'et"een tis Agency Order Form and

any oter provisions o# te Contract0 te terms and conditions in tis Agency Order Form "ill

prevail to te extent o# any inconsistency!

". Contract -o! and description

(. -ames o# %arties to te Contract

. Customer [Insert ominated Agency name]

A reference to [insert name o' the contracting

Agency] or the Customer in the Contract will be

taken as a reference to [the ominated Agency]

;. Commencement Date

7. Customer Representative Title!

8ame!

0ostal Address!

<ax number!

9mail!

#. Customer&s details #or -otices 0ostal address!

0hysical address!

<acsimile number!

-. Contractor Speci#ied %ersonnel [insert names]

5. Services re=uired ;including any

canges to te Statement o#

Re=uirements<

[attach additional pages i' reuired]


/!



Signed for and on 4ehalf of the [insert for

FMA agency – ‘Commonwealth of

Australia represented by (name of

agency), otherwise – (name of

Customer) 4- its dul- authorised dele,ate

in the presence of

← ←

Si,nature of witness Si,nature of dele,ate

ame of witness (print) ame of dele,ate (print)

osition of dele,ate (print)

[Select one o' the 'ollo"ing e<ecution clauses6 .here the Contractor is a company "ith multiple

directors5 select the 'irst e<ecution ,loc( ,elo"5 other"ise5 select the second option6]

?<ecuted 4- [insert name of company in

accordance with Section 2 of the

Corporations Act 200 in the presence of

← ←

Si,nature of director Si,nature of directorBcompan- secretar-(lease delete as applica4le)

ame of director (print) ame of directorBcompan- secretar- (print)

Signed 4- [insert contracting party name in the presence of

← ←

Si,nature of witness Si,nature of Contractor

ame of witness (print)


/&



Schedule 1 – 5pen Source Licence

ote Insert here the provisions o' the 7pen Source icence "hich "ill govern the use o' the 7pen

Source so't"are provided under this Contract i' any;6 ote that the terms set out in this schedule "ill

prevail over the Agreed @erms to the e<tent o' any inconsistency6


/.



Schedule – Confidentialit and pri#acunderta+in,

ote Insert here the terms o' the con'identiality and privacy underta(ing i' any; "hich a party may,e reuired5 under clause 2625 to arrange 'or its Advisers or other third parties to give a "ritten

underta(ing to the use and nonDdisclosure o' the +irst #artyEs Con'idential In'ormation6


//



Si,nin, pa,e

E@EC*TED as an agreement.

Signed for and on 4ehalf of the [insert for

FMA agency – ‘Commonwealth of

Australia represented by (name of

agency), otherwise – (name of

Customer) 4- its dul- authorised dele,ate

in the presence of

← ←

Si,nature of witness Si,nature of dele,ate

ame of witness (print) ame of dele,ate (print)

osition of dele,ate (print)

[Select one o' the 'ollo"ing e<ecution clauses6 .here the Contractor is a company "ith multiple

directors5 select the 'irst e<ecution ,loc( ,elo"5 other"ise5 select the second option6]

?<ecuted 4- [insert name of company in

accordance with Section 2 of theCorporations Act 200 in the presence of

← ←

Si,nature of director Si,nature of directorBcompan- secretar-(lease delete as applica4le)

ame of director (print) ame of directorBcompan- secretar- (print)

Signed 4- [insert contracting party name in the presence of

← ←

Si,nature of witness Si,nature of Contractor

sourceit - cots licence and support contract - v 2 4 _2013_0

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