sourceit hardware contract v2.5 2014

7/25/2019 SourceIT Hardware Contract V2.5 2014

http://slidepdf.com/reader/full/sourceit-hardware-contract-v25-2014 1/69

Australian Government

SourceIT

Hardware Acquisition and Maintenance

Contract

Release version 2.5

[Insert name of Customer] (Customer )

[Insert name of Contractor] (Contractor )



Hardware Acquisition and Maintenance Contract

Contract Information 4

Agreed Terms 5

Part 1 – Hardware sul! and "ervices 5

1. #efinitions and interretation 5

2. Priorit! of Contract documents 12

$. #uration of Contract 12

4. #elivera%les and "ervices to ot&er Agencies 12

5. 'eneral o%ligations of t&e arties 1$

(. )en "ource "oftware 1$

*. "ul! and #eliver! of Hardware 1$

+. Timeta%le for sul! and Installation 14

,. Removal of e-uiment 14

1. Transfer of title and ris/ 14

11. 0arrant! Period 14

12. T&ird art! roduct warranties 151$. Provision of #elivera%les and "ervices 15

14. aintenance "ervices 1,

15. Preventative aintenance 1,

1(. Remedial aintenance 2

1*. 3clusions 2

1+. aintenance records 21

1,. ngineering c&anges and ugrades 212. #ocumentation 22

21. ar!ing t&e #elivera%les or "ervices 22

22. Cooeration wit& Personnel and contractors 2$

2$. onitoring rogress 2$

24. Accetance testing 24

25. easuring erformance 25

2(. Personnel 25

2*. Intellectual Proert! Rig&ts 2(

2+. oral Rig&ts 2+2

© Commonwealth of Australia 201SourceIT ! Hardware Contract ! "elease #ersion 2$%



Part 2 – 'eneral re-uirements 2,

2,. Pa!ment 2,

$. '"T $

$1. Indemnit! $1

$2. 6ia%ilit! $2

$$. Insurance $$

$4. Confidentialit! and rivac! $$

$5. Protection of ersonal information $5

$(. Conflict of interest $(

$*. "ecurit! $*

$+. 7oo/s and records $,

$,. Audit and access $,

4. 8nforeseen events 41

41. #isute resolution 42

42. Termination 42

4$. 9nowledge transfer 45

44. :otices and ot&er communications 45

45. iscellaneous 4(

"c&edule 1 – Contract #etails 4+

"c&edule 2 – "tatement of 0or/ 5$

"c&edule $ – Pa!ment 5*

"c&edule 4 – #esignated Confidential Information (1

"c&edule 5 – Customer Re-uirements (2

"c&edule ( – C&ange )rder ($

"c&edule * – Agenc! )rder ;orm (4

"c&edule + – )en "ource 6icence (("c&edule , – Confidentialit! and rivac! underta/ing (*

"igning 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 hardware 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 hardware and related services

on the terms and conditions contained in this Contract.




A,reed Terms

art 1 - Hardware su..l/ and Ser#ices

1$ 'efinitions and inter.retation

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.

Accounting Standards means 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.

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 0ate and includes!

'a) Third 1arty ,aterial*

'b) error corrections or translations to that ,aterial* or

'c) derivatives of that ,aterial where such derivate work

cannot be used without infringing the Intellectual

1roperty 2ights 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 3national

public holiday3 is a Commonwealth public service

holiday throughout Australia promulgated in the

Commonwealth of Australia Ga4ette.

Business Hours from 5.66am to (.66pm on a &usiness 0ay at the place where

the $ervices are to be provided unless specified otherwise in

item / of the Contract 0etails.

CERT Australia the 7ational Computer 8mergency 2esponse Team established

by the Commonwealth Attorney+Generals 0epartment details of

which are available at https!99www.cert.gov.au9about

Cange Order the form set out in $chedule (.

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

item ( of the Contract 0etails.

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 0ate for the purpose of or as a result of

performing its obligations under this Contract.

Contract $eriod the Initial Contract 1eriod plus any extension in accordance with

clause :.".

Contractor the party specified in item " of the Contract 0etails and includes

its subcontractors and 1ersonnel.

Contractor Representative the person identified in item # of the Contract 0etails.

Corporations Act the Corporations Act 2001 'Cth).

Customer the party specified in item of the Contract 0etails.


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





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

operations facilities customers 1ersonnel 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

Customer including the ,aterial 'if any) specified in item "5 of

the Contract 0etails.

Customer Representative the person identified in item : of the Contract 0etails.

Delivera%le any ;ardware Contract ,aterial or other item to be supplied by

the Contractor under this Contract.

Delivery Date the date or dates specified in the $tatement of %ork for the

delivery of the ;ardware.

Delivery $lace the place for the delivery of the ;ardware specified in the$tatement of %ork.

Documentation the documentation to be provided by the Contractor under

clause "6.

Hard!are the hardware to be provided by the Contractor to the Customer

as specified in the $tatement of %ork.

Hard!are Carges the charges payable to the Contractor relating to the ;ardware

as specified in $chedule :.

Hard!are MaintenanceCarges the charges payable to the Contractor relating to ;ardware,aintenance as specified in $chedule :.

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 any software lock or other technical mechanism that is

included to manage the proper use of any software.

#nitial Contract $eriod the period of time for which this Contract is intended to

continue as specified in item - of the Contract 0etails.

#nstallation installation of the ;ardware by the Contractor in accordance

with this Contract so as to render the ;ardware operable andsuitable for use and includes integration of the ;ardware into the

Customer3s operating environment. #nstall has the

corresponding meaning.

#nstallation Date the date specified in the $tatement of %ork as the date for the

Installation of the ;ardware.

#ntellectual $roperty

Rigts

all intellectual property rights including but not limited to the

following rights!

')a patents copyright rights in circuit layoutsdesigns trade marks 'including goodwill in those marks)




and domain names*

')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 7umber (= 665 (/ ":".

&egal Services Directions the Commonwealth Attorney General3s >egal $ervices

0irections issued under section //?@ of the Judiciary Act 1903

'Cth).

&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).

Maintenance Services the hardware maintenance services to be provided by the

Contractor in respect of the $upported ;ardware as specified in

the $tatement of %ork and includes the 1reventative,aintenance and 2emedial ,aintenance.

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 1roperty 2ights.

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 and includes 0elivery 0ates and Installation 0ates.

Moral Rigts each and every moral rightB as defined in the Copyright Act

19! 'Cth).

'ominated Agency an Agency including those listed in item 6 of the Contract

0etails which may require the provision of 0eliverables or

$ervices under this Contract.

'otice a notice demand consent approval or communication issued

under this Contract.

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.

$reventative Maintenance scheduled maintenance provided by the Contractor in

accordance with clause / to ensure that the $upported

;ardware remains in good working order and conforms to the

$pecifications.

$ro%lem a fault failure or difficulty with the ;ardware.

$rotective Security $olicy

Frame!or( or $S$F

the Australian GovernmentBs 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!99www.protectivesecurity.gov.au98xecutiveGuidance91ages9

1$1@+Glossary+of+terms.aspx terms.aspx

$S$F #rotective security governance guidelines * Security o(

outsourced services and as amended or replaced from time to

time and available at

http!99www.protectivesecurity.gov.au9governance9contracting91a

ges9$upporting+guidelines+for+contracting.aspx.

Remedial Maintenance unscheduled maintenance provided by the Contractor in

accordance with clause ( to address a 1roblem.

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

Contractor must resolve a 1roblem.

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 1roblem.

Service Carges the ;ardware Charges ;ardware ,aintenance 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 2esponse Times and

2esolution 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 ,aintenance $ervices.

3


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







Speci"ications in order of priority!

')a the Customer3s functional and technical

requirements for the ;ardware 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 1ersonnel specified in

item "/ of the Contract 0etails.

Statement o" )or( the details of the 0eliverables to be supplied and $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 ,aintenance

$ervices in accordance with this Contract as set out in

clause #..

Supported Hard!are the ;ardware specified in the $tatement of %ork to be supported

by the Contractor under this Contract.

Tird $arty Material Auxiliary ,aterial in which a third party holds Intellectual

1roperty 2ights.

)arranted Materials the Auxiliary ,aterial provided by the Contractor the

0eliverables and Contract ,aterial.

)arranty $eriod =6 days from the date of Acceptance unless otherwise specified

in item : of the Contract 0etails.

)HS &a! the %ork ;ealth and $afety Act "6 'Cth) '%;$ Act) and any

corresponding work health and safety lawB as defined in section

# of the %;$ Act

1.2 Interretation

In this Contract except where the contrary intention is expressed!

'a) the singular includes the plural and vice versa and a gender includes other genders*

'b) another grammatical form of a defined word or expression has a corresponding meaning*

'c) 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*

'd) a reference to a document or instrument includes the document or instrument as novated

altered supplemented or replaced from time to time*

'e) a reference to A* *A dollar or * is to Australian currency*

'f) a reference to time is to the time in the place where the obligation is to be performed*

'g) a reference to a party is to a party to this Contract and a reference to a party to adocument includes the party3s executors administrators successors and permitted

assignees and substitutes*

10




'h) a reference to a person includes a natural person partnership body corporate association

governmental or local authority or agency or other entity*

'i) 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*

'<) a word or expression defined in the Corporations Act has the meaning given to it in theCorporations Act*

'k) the meaning of general words is not limited by specific examples introduced by including

for example or similar expressions*

'l) 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*

'm) 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*

'n) 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*

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

&usiness 0ay the obligation must be performed or the event must occur on or by the next

&usiness 0ay* and

'p) 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!

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

'b) it will not assign transfer mortgage charge release waive encumber or compromise its

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

only towards meeting its obligations under this Contract*

'c) it will not retire resign or by act or omission effect of facilitate a change to its status and

the sole trustee of that trust* and

'd) it represents and warrants that!

'i) such trust has been duly established and currently exists*

'ii) it is the duly appointed current and only trustee of that trust*

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

Contract*

'iv) it has an unqualified right of indemnity out of the assets of that trust in respect of its

obligations*

'v) conflict of interest and duty affecting it as such trustee 'and9or its directors if any)

does not arise 2 otherwise is overcome by the terms of the relevant trust deed*

and

'vi) no breach of the relevant trust deed exists or would arise.

11




1.4 Comletion of "c&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 3not 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 thosedocuments will be interpreted in the following order of priority to the extent of any inconsistency!

'a) pen $ource >icence*

'b) Agreed Terms*

'c) $chedules 'other than the pen $ource >icence)*

'd) Any attachments to the $chedules* and

'e) 0ocuments incorporated by reference in this Contract.

&$ 'uration of Contract$.1 Contract Period

This Contract begins on the Commencement 0ate and continues for the duration of the Initial

Contract 1eriod unless terminated in accordance with clause #6.: or #".

$.2 )tion to e3tend Contract Period

'a) The Initial Contract 1eriod may be extended by the Customer for further period's)

specified in item 5 of the Contract 0etails 'each an Option $eriod) on the terms and

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

'i) be at least :6 days* or

'ii) such other period as specified in item = of the Contract 0etails 'Option 'otice

$eriod)

before the end of the current Contract 1eriod.

'b) Any extension exercised in accordance with this clause :." takes effect from the end of the

then current Contract 1eriod.

$ 'eli#era4les and Ser#ices to other A,encies

4.1 )%ligation to rovide #elivera%les and "ervices

The Contractor offers to provide the 0eliverables and $ervices to any 7ominated Agency in

accordance with the requirements set out in this clause #.

4.2 Re-uest

A 7ominated Agency may request the supply of the 0eliverables and $ervices in accordance with

clause #. by giving the Contractor a completed Agency rder @orm.

4.$ "earate contracts

8ach completed Agency rder @orm in accordance with this Contract if and when agreed to by

the Contractor will create a separate contract between the Contractor and!

'a) the Commonwealth represented by the 7ominated Agency 'where that agency is sub<ect tothe #u+lic 'overnance, #er(ormance and Accounta+ility Act 2013 'Cth))* or

12




'b) the 7ominated Agency as the case requires for the supply by the Contractor of the

requested 0eliverables or $ervices to the 7ominated 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 rder @orm.

%$ 5eneral o4li,ations of the .arties

The parties will at all times!

'a) act reasonably in performing their obligations and exercising their rights under this

Contract*

'b) diligently perform their respective obligations under this Contract* and

'c) work together in a collaborative manner.

$ 6.en Source Software

(.1 'rant of 6icence

To the extent that the ;ardware includes any software that is licensed under an open source

software arrangement!

'a) the terms of the pen $ource >icence will apply to that software* and

'b) the provisions of the pen $ource >icence will prevail over the Agreed Terms in the event

and to the extent of any inconsistency.

$ Su..l/ and 'eli#er/ of Hardware

*.1 "ul! of Hardware

'a) The Contractor must supply to the Customer the ;ardware specified in the $tatement of%ork.

'b) The ;ardware must!

'i) be newly manufactured unless specified otherwise in item the Contract 0etails*

'ii) be free from defects in workmanship and materials* and

'iii) comply with the $pecifications.

*.2 :o alication to leasing

The supply of the ;ardware to the Customer is by way of sale and this Contract has no

application to leasing of ;ardware to the Customer.

*.$ #eliver! Place

Dnless otherwise set out in the $tatement of %ork the Contractor must supply and deliver the

;ardware to the 0elivery 1lace.

1&




$ Timeta4le for su..l/ and Installation

+.1 Comliance wit& #eliver! #ates

The Contractor must supply the ;ardware in accordance with the 0elivery 0ates and the

requirements set out in the $tatement of %ork.

+.2 Comliance wit& Installation #ates

The Contractor must Install the ;ardware in accordance with the Installation 0ates and the

requirements set out in the $tatement of %ork and the $pecifications.

+.$ #ela!

'a) The Contractor must on becoming aware that it will be unable to meet a ,ilestone

promptly notify the Customer and provide details of the cause of the delay.

'b) The provisions of clause "/." apply to any failure to meet a ,ilestone.

3$ "emo#al of equi.ment

'a) The Contractor is not required to remove or arrange the removal of any equipment from a0elivery 1lace unless specified otherwise in item " of the Contract 0etails.

'b) %here the Contractor is required under clause =.'a) to remove or arrange the removal of

equipment the Contractor must remove the equipment specified in the $tatement of %ork!

'i) on or by the relevant Installation 0ate in respect of the ;ardware*

'ii) during &usiness ;ours or at such other times as are agreed between the parties* and

'iii) in a way that causes the least possible disruption to the Customer3s operations.

10$ Transfer of title and ris+1.1 Ris/

The Customer accepts risk for loss of or damage to the ;ardware from the time the Customer

takes delivery of the ;ardware except to the extent that the loss or damage is caused or

contributed to by the Contractor during delivery or Installation.

1.2 Title

Title in the ;ardware passes to the Customer on Acceptance.

11$ 7arrant/ eriod

'a) 0uring the %arranty 1eriod the Contractor must!

'i) remedy all 1roblems in the relevant item of ;ardware either by repair replacement

or modification* and

'ii) pay all costs in relation to performance of its obligations under the warranty

including any packing freighting repair modification disassembly and reassembly

costs except if the 1roblem is due to negligence of the Customer.

'b) 7othing in this clause limits the application of any indemnity provided under this

Contract.

1




12$ Third .art/ .roduct warranties

%ithout limiting any obligation of the Contractor under this Contract the Contractor must unless

specified otherwise in item # of the Contract 0etails!

'a) ensure the Customer receives all standard manufacturer and other relevant third party

warranties in respect of ;ardware provided under this Contract* and

'b) ensure the Customer receives a copy and is fully advised of and approves all such

warranties prior to any order or commitment being made in respect of any ;ardware.

1&$ ro#ision of 'eli#era4les and Ser#ices

1$.1 'eneral o%ligations

The Contractor must supply the 0eliverables and $ervices!

'a) with due skill and care and to the best of the Contractor3s knowledge and expertise*

'b) in accordance with relevant Australian industry standards best practice and guidelines or

where none apply relevant international industry standards best practice and guidelinesincluding any specified in item / of the Contract 0etails*

'c) in accordance with all applicable >aws*

'd) in accordance with Commonwealth policies and specific requirements set out in $chedule

/*

'e) 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

'f) otherwise in accordance with the provisions of this Contract.

1$.2 "ervice o%ligations%here the Contractor is supplying $ervices the Contractor must supply them!

'a) in accordance with the $ervice >evels*

'b) using the $pecified 1ersonnel 'if any)* and

'c) in accordance with any reasonable directions given by the Customer from time to time.

1$.$ Contractor warranties – 'eneral

The Contractor represents and warrants that!

'a) it has the right to enter into this Contract* and

'b) it has all rights title licences interests and property necessary to lawfully perform its

obligations.

1$.4 Contractor warranties – Hardware

%here the Contractor is supplying ;ardware the Contractor represents and warrants that on the

0elivery 0ate!

'a) the ;ardware will!

'i) not introduce into the Customer3s systems or any Contract ,aterials any ;armful

Code* and

'ii) if any ;armful Code is introduced the Contractor will!

1%




'A) use all reasonable efforts promptly to report that introduction to the

Customer*

'&) take all necessary action to eliminate the ;armful Code* and

'C) promptly at its own cost repair any harm or destruction caused by that

;armful Code*

'iii) be newly manufactured unless specified otherwise in item of the Contract

0etails*

'iv) be free from any material defect in workmanship design and materials*

'v) be free from any encumbrances*

'vi) be fit for the purpose as set out in the $tatement of %ork*

'vii) be compliant with the $pecifications and 0ocumentation* and

'b) the 0ocumentation will be complete accurate and free from material faults in design.

1$.5 Contractor warranties – "ervices'a) %here the Contractor is supplying $ervices the Contractor represents and warrants that!

'i) it and its subcontractors and 1ersonnel including its $pecified 1ersonnel have the

necessary experience skill knowledge and competence to perform its obligations

under this Contract* and

'ii) the $ervices will be fit for the purpose as set out in the $tatement of %ork.

'b) %here the Contractor is providing ,aintenance $ervices the Contractor represents and

warrants that!

'i) any replacement parts for the $upported ;ardware will comply at the date of

delivery with the requirements set out in clause :.#'a)*

'ii) 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 0eliverables any

;armful Code in the course of providing the ,aintenance $ervices* and

'iii) 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 :./'b)'ii) it will!

'A) take all necessary action to eliminate the ;armful Code* and

'&) promptly at its own cost repair any harm or destruction caused by that;armful Code.

1$.( 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 0eliverables and

$ervices.

1$.* 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 asmight reasonably be inferred from the circumstances.

1




1$.+ "u%contracting

The Contractor must!

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

of the 0eliverables or $ervices other than to those entities set out in item ( of the

Contract 0etails without the prior written approval of the Customer which will not be

unreasonably withheld*'b) not in any event enter into a subcontract under this Contract with a subcontractor named

by the 0irector of the %orkplace Gender 8quality 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

'c) ensure that any subcontractor approved under this Contract complies with!

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

'ii) Clause :/ '1rotection of personal information)*

'iii) Clause :( 'Conflict of interest)*'iv) Clause :- '$ecurity)*

'v) Clause :=." 'Audit and access)* and

'vi) Clause #: 'Enowledge transfer).

1$., 0or/ Healt& and "afet!

'a) In relation to this Contract the Contractor must!

'i) comply ensure that the $ervices and work conducted by or on its behalf comply

and ensure so far as is reasonably practicable that its 1ersonnel comply with the

%;$ >aw and with all applicable >aws standards and policies and requirements of this Contract that relate to the health and safety of the Contractor 1ersonnel and

third parties. The other provisions of clause :.= do not limit this clause*

'ii) ensure so far as is reasonably practicable that the health and safety of other persons

'including Customer 1ersonnel) is not put at risk*

'iii) consult cooperate and coordinate with the Customer in relation to the ContractorBs

work health and safety duties*

'iv) 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*

'v) inform the Customer of any adverse court or tribunal decision for a breach of %;$>aw made against it during the term of the Contract and any remedial action it hastaken or proposes to take as a result of the decision*

'v) if a notifiable incidentB 'as defined by %;$ >aw)'7otifiable Incident) occurs!

'A) immediately report to the Customer including all relevant details known tothe Contractor

'&) as soon as possible investigate the 7otifiable Incident to determine 'as faras can reasonably be done) its cause and any adverse effects on theContract including risks to health and safety and take all reasonable steps

to remedy any effects on health and safety and to ensure the event orcircumstances that led to the 7otifiable Incident do not recur*

1




'vi) comply and ensure that its 1ersonnel 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 or islikely to have an adverse effect on the health or safety of persons 'including a

7otifiable Incident)*

'vii) promptly provide to the Customer upon request information documentation or

evidence relevant to its obligations under this clause :.= or to assist the Customer and its 1ersonnel to comply with their duties under %;$ >aw including a writtenreport on the investigation and response to an event or circumstance notified under

paragraphs :.='a)'iv) or 'v)* and

'viii) co+operate fully with any investigation by any government agency 'including theCommonwealth) parliamentary inquiry board of inquiry or coronial inquiry withrespect to a 7otifiable Incident.

'b) 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 :.- and :.='a).

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

'or the Commonwealth).

1$.1 Australian 'overnment ICT "ustaina%ilit! Plan

'a) The Contractor agrees to comply with the Australian Government ICT $ustainability 1lan

"66+"6/ 'ICT $ustainability 1lan) where relevant to the provision of the 0eliverables.

'b) In particular the Contractor must!

'i) comply with I$ #6"# or I$ #6" at the level of 8lectronic 1roduct

8nvironmental Assessment Tool '818AT) F$ilverF rating or equivalent as a

minimum standard for relevant ;ardware being supplied under this Contract*

'ii) comply with the current version of 8782G $TA2H for any relevant ;ardware

supplied under this Contract 'refer http!99www.energyrating.gov.au9programs9e:+

program9high+energy+performance+standards9energy+star+australia9)*

'iii) where no other disposal arrangements are specified for equipment supplied under

this contract!

'A) for ICT equipment covered by the 7ational Television and Computer

2ecycling $cheme the Contractor will take back the supplied equipment at

end+of+use for re+use or resource recovery* and

'&) for mobile devices9toner cartridges the Contractor will either take back thedevices9cartridges at end+of+use for re+use or resource recovery or dispose

of through a suitable recycling program*

'iv) be a signatory to the Australian 1ackaging Covenant or comply with the

requirements of the 7ational 8nvironment 1rotection 'Dsed 1ackaging ,aterials)

,easure 'unless exempt by legislation)* and

'v) have an 8nvironmental ,anagement $ystem aligned to the I$ #66 standard or

alternatively implement business processes that are aligned to the I$ #66

standard within six months after the commencement of this Contract.

'c) Terms used in this clause that are not defined in this Contract have the meaning attributed

to them in the ICT $ustainability 1lan.

1




1$ Maintenance Ser#ices

14.1 "uort Period

Dnless otherwise specified in item - of the Contract 0etails!

'a) the $upport 1eriod will commence on the expiry of the %arranty 1eriod and will continue

until the end of the Contract 1eriod* and

'b) the ,aintenance $ervices must be provided to the Customer at no charge during the

%arranty 1eriod.

14.2 Provision of aintenance "ervices

The Contractor must during the $upport 1eriod!

'a) provide the ,aintenance $ervices specified in the $tatement of %ork*

'b) comply with the requirements set out in the $tatement of %ork in providing the

,aintenance $ervices*

'c) provide the ,aintenance $ervices so as to meet or exceed the $ervice >evels* and'd) provide the ,aintenance $ervices at the times specified in the $tatement of %ork or

otherwise by prior arrangement with the Customer and at times likely to cause the least

possible disruption to the Customer3s operations.

14.$ Relacement arts

The Contractor must for : years from the 0elivery 0ate or such other period agreed by the

parties in writing ensure that replacement parts for the ;ardware are available so that the

Contractor can meet its obligations under this Contract.

1%$ re#entati#e Maintenance

'a) The Contractor must provide the 1reventative ,aintenance as set out in the $tatement of

%ork.

'b) Dnless specified otherwise in the $tatement of %ork 1reventative ,aintenance includes

as a minimum!

'i) maintenance of the $upported ;ardware in good operating condition*

'ii) problem detection and resolution*

'iii) replacement of unserviceable or faulty parts sub<ect to clause #.:*

'iv) cleaning and where possible lubrication* and

'v) ad<ustment of any mechanical or similar devices.

'c) The Customer may postpone 1reventative ,aintenance on / &usiness 0ays notice to the

Contractor at its discretion and reschedule the 1reventative ,aintenance to occur as soon

as practicable.

'd) 7o additional charge will be payable by the Customer in respect of postponement or

rescheduling of 1reventative ,aintenance under clause /'c).

1$ "emedial Maintenance

1(.1 Remedial aintenance

13




The Contractor must provide the 2emedial ,aintenance as set out in the $tatement of %ork.

1(.2 Tec&nical suort

Dnless specified otherwise in item 5 of the Contract 0etails the Contractor must provide

technical support to the Customer by!

'a) telephone fax and email the details of which are set out in the $tatement of %ork* and

'b) on+site contact if necessary to resolve a reported 1roblem.

1(.$ Reorting Pro%lems

The Customer must report all 1roblems in accordance with the procedures and methods set out in

the $tatement of %ork.

1(.4 Rectif!ing Pro%lems

After being notified of a 1roblem the Contractor must promptly!

'a) replace or repair parts as required to rectify a 1roblem*

'b) comply with any 2esponse Times specified in the $tatement of %ork*

'c) to the extent practical implement measures to minimise disruption to the Customer3s

operations during the provision of 2emedial ,aintenance including taking any measures

specified in the $tatement of %ork*

'd) regularly keep the Customer informed as to the status of the rectification of the 1roblem*

'e) where any part of the $upported ;ardware is replaced and the part does or may contain

Customer 0ata take all practicable steps to remove and return to the Customer the

Customer 0ata* and

'f) comply with any other requirements as specified in the $tatement of %ork.

1(.5 Contractor tests

At the discretion of the Customer before completing 2emedial ,aintenance the Contractor must

either!

'a) test the ;ardware by running a diagnostic program and performing any other relevant tests

necessary to show that the ,aintenance $ervices have been successful* or

'b) explain and demonstrate to the Customer the effect of the ,aintenance $ervices

and if requested must provide written confirmation of the test results or explanation.

1$ 89clusionsDnless specified otherwise in item = of the Contract 0etails the Contractor is not required to

perform ,aintenance $ervices in respect of!

'a) ;ardware that has been altered damaged or modified by a person other than the

Contractor*

'b) 1roblems caused by the Customer3s negligence abuse or misapplication of the ;ardware

or by failure to use the $upported ;ardware as specified in the 0ocumentation*

'c) 1roblems caused by electrical failure air conditioning or humidity control or any other

environmental factor on the Customer3s premises*

'd) accessories attachments supplies or items associated with the $upported ;ardware other

than those provided by the Contractor under this Contract* or

20




'e) performance issues resulting from changes in the Customer3s operating environment not

approved by or agreed with the Customer.

1$ Maintenance records

'a) The Contractor must keep full records of the ,aintenance $ervices provided including

records of all!

'i) 1roblems reported including the time of each report*

'ii) 1roblems detected*

'iii) remedial action taken including the time each action is taken*

'iv) parts replaced and repaired* and

'v) the time each 1roblem is resolved.

'b) The Contractor must provide copies of records kept under this clause 5 to the Customer

within five &usiness 0ays of request or within any other period agreed by the Customer.

13$ 8n,ineerin, chan,es and u.,rades

1,.1 ngineering c&anges and ugrades

'a) 8xcept to the extent specified in item "6 of the Contract 0etails ,aintenance $ervices

include implementation of all engineering changes and upgrades designed to improve the

safety performance and reliability of the $upported ;ardware.

'b) 8xcept where the engineering change or upgrade is classified by the manufacturer as

mandatory for safety reasons the Customer may at its discretion determine not to

proceed with any engineering change or upgrade.

'c) To allow the Customer to evaluate proposed engineering changes and upgrades fully the

Contractor must use its best endeavours to give the Customer at least 6 &usiness 0ays

prior notification in writing of!

'i) the purpose of the change*

'ii) details of how the $upported ;ardware will be affected*

'iii) proposed timing of introduction*

'iv) estimated time to complete testing requirements* and

'v) estimated time to remove such changes in the event of failure to allow the

$upported ;ardware to return to a satisfactory operating condition.

'd) The Contractor must provide the Customer with other assistance and information as is

reasonably required to enable the Customer to determine whether to proceed with the

engineering change or upgrade.

1,.2 Testing

'a) The Customer may conduct testing for Acceptance in respect of any proposed engineering

change or upgrade in accordance with the procedures set out in clause "#.

'b) If an engineering change or upgrade which is tested for Acceptance under clause =."'a)

does not pass the tests for Acceptance the Customer may determine not to proceed withthe engineering change or upgrade.

21




1,.$ Continued suort

Dnless specified otherwise in item " of the Contract 0etails refusal of an engineering change or

upgrade will not affect the Customer3s entitlement to ongoing ,aintenance $ervices under this

Contract.

20$ 'ocumentation

2.1 Provision of #ocumentation

The Contractor must provide the Customer with up to date technical and operator 0ocumentation

containing sufficient information to enable the Customer to make full use of the ;ardware at all

times. The 0ocumentation must be provided in accordance with the $tatement of %ork.

2.2 #ocumentation re-uirements

The 0ocumentation must at the time of delivery!

'a) be current and accurate and consistent with the $pecifications*

'b) adequately explain key terms and symbols* and

'c) unless specified otherwise in item "" of the Contract 0etails be in 8nglish.

2.$ 8dating #ocumentation

'a) ,aintenance $ervices include providing all necessary amendments revisions and updates

of the 0ocumentation.

'b) The Contractor must amend or substitute the 0ocumentation periodically in order to

address and adequately explain the implications of!

'i) any repair or replacement of the $upported ;ardware if such repair or replacement

is likely to result in varying operational procedures involving the use of the

$upported ;ardware* and

'ii) any engineering change or upgrade supplied pursuant to this Contract.

'c) The Contractor must provide or make available 0ocumentation updated in accordance

with this clause "6 to the Customer within five &usiness 0ays of delivery of the

engineering changes or upgrade to which the updated 0ocumentation relates.

21$ :ar/in, the 'eli#era4les or Ser#ices

21.1 ariations roosed %! Customer

If the Customer wants to vary the 0eliverables or $ervices!

'a) the Customer must request the Contractor in writing setting out the proposed variations*

'b) 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!

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

'ii) the 0eliverables*

'iii) the $ervices*

'iv) the Contractor3s ability to perform its obligations under this Contract 'including itsability to meet $ervice >evels or ,ilestones)* and

'v) this Contract* and

22




'c) 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 or

re<ecting the response.

21.2 ariations roosed %! Contractor

If the Contractor wants to vary the 0eliverables or $ervices!

'a) the Contractor must request the Customer in writing setting out the proposed variationsand specifying what impact those variations will have on!

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

'ii) the 0eliverables*

'iii) the $ervices*

'iv) the Contractor3s ability to perform its obligations under this Contract 'including its

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

'v) this Contract* and

'b) 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.

21.$ C&anges to "ervice C&arges

Changes to $ervice Charges associated with a variation in the 0eliverables or $ervices must!

'a) not exceed any reasonable additional cost* and

'b) take fully into account any reduction in cost.

21.4 ffective date of variation

Any variation in the 0eliverables or $ervices takes effect from the date on which the parties

execute a Change rder. This Contract will be amended to give effect to the Change rder.

22$ Co;o.eration with ersonnel and contractors

The Contractor must in the performance of its obligations under the Contract!

'a) fully co+operate with the Customer3s 1ersonnel and other contractors* and

'b) 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.

2&$ Monitorin, .ro,ress

2$.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 0eliverables

or $ervices. The Contractor must ensure that the Contractor 2epresentative and the Customer

must ensure the Customer 2epresentative is reasonably available to attend such meetings and

answer any queries relating to the provision of the 0eliverables or $ervices raised by either party.

2$.2 Reorting

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

%ork.

2&




2$ Acce.tance testin,

24.1 Accetance testing

'a) 8ach item of the ;ardware and $ervices is sub<ect to Acceptance by the Customer.

'b) Dnless specified otherwise in item ": of the Contract 0etails the ;ardware will be

deemed Accepted on the date the Contractor delivers the ;ardware 'if it meets the

Acceptance Criteria).

'c) %here!

'i) Acceptance of ;ardware 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 ;ardware* and

'ii) item ": of the Contract 0etails specifies that testing of ;ardware for Acceptance is

required clauses "#." to "#.( apply to that process.

24.2 Prearation for Accetance testing


'a) promptly notify the Customer when the ;ardware or $ervices are ready for testing for

Acceptance* and

'b) at its own cost provide all assistance reasonably required by the Customer for performing

the tests for Acceptance.

24.$ Conduct of Accetance testing

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

'a) perform the tests for Acceptance in order to demonstrate that the ;ardware or $ervices

meet the Acceptance Criteria* and

'b) 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.

24.4 Timeframe for notice

The Customer must within / &usiness 0ays of the completion of testing for Acceptance 'or such

other period as specified in item "# of the Contract 0etails) either Accept or re<ect the ;ardware

or $ervices. If the Customer re<ects the ;ardware or $ervices it must provide a list of defects and

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

24.5 Rectification of noncomliant Hardware and "ervices

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

the Acceptance Criteria the Contractor must!

'a) take all necessary steps to ensure that the ;ardware or $ervices are promptly corrected*

'b) give notice to the Customer when the ;ardware or $ervices have been corrected* and

'c) allow the Customer to repeat the tests for Acceptance for all or part of the ;ardware or

$ervices

within five &usiness 0ays after the date of the notice or such other time as agreed between the

parties in writing.

2




24.( Rig&t to terminate

If any part of the ;ardware 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.

2%$ Measurin, .erformance

25.1 easurement and monitoring tools


'a) implement and maintain during the Contract 1eriod measuring and monitoring tools

capable of measuring its performance against the $ervice >evels as set out in the

$tatement of %ork*

'b) provide the Customer with access to the data and information gathered by those tools*

'c) if requested by the Customer demonstrate to the Customer the operation and accuracy of

those tools* and

'd) investigate any failure to provide the $ervices in accordance with the $ervice >evels and

report its findings to the Customer.

25.2 "ervice Re%ates

If specified in $chedule : and to the extent that the Contractor is responsible for any failure to

achieve a $ervice >evel the Contractor!

'a) must pay to the Customer $ervice 2ebates the amount of which will be determined in

accordance with $chedule :. The parties agree that the amount of $ervice 2ebates

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

$ervice Charges payable to the Contractor under this Contract*

'b) acknowledges that any $ervice 2ebates 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*

'c) acknowledges that payment of $ervice 2ebates 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

'd) will not be liable to pay any $ervice 2ebates arising from the Contractor3s failure to

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

'i) the Customer3s failure to fulfil its obligations under this Contract* or

'ii) an event arising under clause #6..

2$ ersonnel

2(.1 8se of "ecified Personnel


'a) 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 1ersonnel* and

'b) ensure that each of the $pecified 1ersonnel is aware of and complies with the Contractor3s

obligations in providing the $ervices.

2%




2(.2 If t&e "ecified Personnel are not availa%le

%here one or more of the $pecified 1ersonnel is or will become unable or unwilling to be

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

Contractor must!

'a) if requested by the Customer provide a replacement person of suitable ability and

qualifications at no additional charge and at the earliest opportunity* and'b) obtain the Customer3s written consent prior to appointing any such replacement person.

The Customer3s consent will not be unreasonably withheld.

2(.$ Customer ma! re-uest 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 1ersonnel or the Contractor3s subcontractors or 1ersonnel. The

Contractor must promptly arrange for the removal of such subcontractors or 1ersonnel and their

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

2$ Intellectual ro.ert/ "i,hts2*.1 Au3iliar! aterial

This clause "- does not affect the ownership of the Intellectual 1roperty 2ights in any Auxiliary

,aterial.

2*.2 T&ird Part! aterial

The Contractor must obtain all necessary copyright and other Intellectual 1roperty 2ight

permissions before making any Third 1arty ,aterial available as Auxiliary ,aterial for the

purpose of this Contract.

2*.$ "electing an owners&i model for Intellectual Proert! Rig&ts in Contract

aterial'OTE TO +SERS,

T!o models "or o!nersip o" #ntellectual $roperty Rigts in Contract Material are set out %elo!-

+nder te "irst model. 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

model. 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 /0 o" te Contract Details- #" no model is selected. te

"irst model !ill apply- Te "irst model is not. o!ever. intended to represent a de"ault position-

Te Customer sould. tere"ore. not rely on te position set out in te "irst model !itoutconsidering te appropriateness o" %ot o!nersip models and !eter oter o!nersip and

licensing 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-

'a) The ownership model for Intellectual 1roperty 2ights in Contract ,aterial is that

contained in either but only one of clauses "-.# or "-./ as set out in item "( of the

Contract 0etails.

'b) If no ownership model is selected in item "( of the Contract 0etails clause "-.# applies

and clause "-./ in its entirety does not apply to this Contract.

2




'c) 8ach party must at its own cost do all things and execute all documents necessary or

convenient to give effect to the ownership model.

2*.4 Contractor owners&i of Intellectual Proert! Rig&ts in Contract aterial

'a) All Intellectual 1roperty 2ights in the Contract ,aterial vest in the Contractor.

'b) Dnless otherwise specified in item "- of the Contract 0etails to the extent that!

'i) the Customer needs to use any of the!

'A) Auxiliary ,aterial provided by the Contractor* or

'&) Contract ,aterial

to receive the full benefit of the 0eliverables or $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

'iii) the Contractor needs to use any of the Customer ,aterial for the purpose of

performing its obligations under this Contract the Customer grants to theContractor for the Contract 1eriod sub<ect to any conditions or restrictions

specified in item "5 of the Contract 0etails 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 0eliverables and $ervices.

'c) 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.

2*.5 Customer owners&i of Intellectual Proert! Rig&ts in Contract aterial

'a) All Intellectual 1roperty 2ights in the Contract ,aterial vest in the Customer.

'b) Dnless otherwise specified in item "= of the Contract 0etails to the extent that!

'i) 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*

'ii) the Contractor needs to use any of the!

'A) Customer ,aterial* or

'&) Contract ,aterial

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

grants to the Contractor for the Contract period sub<ect to any conditions or

restrictions specified in item "5 of the Contract 0etails 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.

'c) The licence granted to the Commonwealth under clause "-./'b)'i) does not include a right

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

2




2*.( 0arrant!

The Contractor warrants that!

'a) the %arranted ,aterials and the Customer3s use of those %arranted ,aterials will not

infringe the Intellectual 1roperty 2ights or ,oral 2ights of any person* and

'b) it has the necessary rights to vest the Intellectual 1roperty 2ights and grant the licences as

provided in this clause "-.

2*.* 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 1roperty 2ights or ,oral 2ights 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!

'a) 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

'b) replace or modify the affected %arranted ,aterials so that the %arranted ,aterials or the

use of them does not infringe the Intellectual 1roperty 2ights or ,oral 2ights of any other

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

,aterials.

2$ Moral "i,hts

2+.1 )%taining consents

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

must!

'a) give where the Contractor is an individual* and

'b) use its best endeavours to ensure that each of the ContractorBs 1ersonnel 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 if

such an act would otherwise be an infringement of the ,oral 2ights of the consenting individual.

2+.2 "ecified Acts

In this clause Speci"ied Acts means!

'a) 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 19! 'Cth))*

'b) 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 19! 'Cth))*

'c) reproducing communicating adapting publishing or exhibiting any Contract ,aterial

including dealing with infringing copies within the meaning of the Copyright Act 19!

'Cth) without attributing the authorship* and

'd) adding any additional content or information to the Contract ,aterial.

2




art 2 - 5eneral requirements

23$ a/ment

2,.1 )%ligation to a! c&arges

$ub<ect to this clause and Acceptance of the ;ardware and $ervices the Customer must pay to theContractor the $ervice Charges as set out in $chedule :.

2,.2 Contractor to rovide invoice

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

'a) for the $ervice Charges* and

'b) for the ;ardware ,aintenance Charges after the expiry of the %arranty 1eriod

in accordance with the requirements specified in $chedule :.

2,.$ #ue date for a!ment

Dnless otherwise specified in $chedule : the Customer must make payment of a correctlyrendered invoice within :6 days after receiving the invoice.

2,.$.$ Pa!ment of simle interest

'a) This clause "=.:. only applies where!

'ii) the value of this Contract is not more than million 'G$T inclusive)* and

'iii) the amount of the interest payable exceeds 6.66.

'b) The Customer will pay interest on late payments to the Contractor. The Customer must

pay interest accrued together with the payment.

'c) interest payable under this clause "=.:. will be simple interest on the unpaid amount at

the General Interest Charge 2ate 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 J DA x GIC x 0 where!

$I J simple interest amount*

DA J the unpaid amount*

GIC J General Interest Charge daily rate* and

0 J the number of days from the day after payment was due up to andincluding the day that payment is made.

'd) In this clause "=.:.!

'i) General Interest Charge 2ateB means the general interest charge rate determined

under section 5AA0 of the Taxation Administration Act =/: on the day payment

is due expressed as a decimal rate per day.

'iii) The day that payment is madeB is the day when the CustomerBs system generates a

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

'iv) $mall &usinessB 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

associated entityB as defined in section /6AAA of the Corporations Act this test is

applied to the group of associated entities as a whole.23




'e) @or the purposes of clauses "=.: and "=.:. an invoice is correctly rendered if!

'i) it is correctly addressed and calculated in accordance with this Contract*

'ii) it relates only to $ervices that have been delivered to the Customer in accordance

with this Contract* and

'iii) it is a valid tax invoice in accordance with A e" a System 'oods and Services

a& Act 1999 'Cth).

2,.4 Incorrect invoices= under>over 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.

2,.5 3enses

Dnless 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.

&0$ 5ST

$.1 Interretation

In this clause :6 a word or expression defined in the A e" a System 'oods and Services a&

Act 1999 'Cth) has the meaning given to it in that Act.

$.2 '"T gross u

If a party 'Supplier) makes a supply under or in connection with this Contract in respect of which

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

amount equal to the G$T payable on the supply '1ST Amount).

$.$ 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 :6.".

$.4 3clusion of '"T 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.

$.5 Ad?ustments

'a) 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 2ecipient under clause :6."

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 2ecipient.

'b) Any payment credit or refund under this clause is deemed to be a payment credit orrefund of the G$T Amount payable under clause :6.".

&0




'c) If an ad<ustment event occurs in relation to a supply the $upplier must issue an ad<ustment

note to the 2ecipient in relation to that supply within # days after becoming aware of the

ad<ustment.

$.( Ta3 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.

&1$ Indemnit/

$1.1 Indemnit! %! t&e Contractor

The Contractor indemnifies the Customer and its subcontractors and 1ersonnel 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!

'a) any negligent unlawful or wilfully wrong act or omission of the Contractor or its

subcontractors or 1ersonnel*

'b) an allegation that any $ervices or %arranted ,aterials 'including the use of any $ervicesor %arranted ,aterials by the Customer or its subcontractors or 1ersonnel) infringes the

Intellectual 1roperty 2ights or ,oral 2ights of the third party. @or the purposes of this

clause :.'b) an infringement of Intellectual 1roperty 2ights includes unauthorised acts

which would but for the operation of section (: of the #atents Act 1990 'Cth)

section =( of the 4esigns Act 2003 'Cth) section 5: of the Copyright Act 19! 'Cth) and

section "/ of the Circuit 5ayouts Act 19!9 'Cth) constitute an infringement.

$1.2 Customer<s o%ligations

%here the Customer wishes to enforce an indemnity under clause :. it must!

'a) give written notice to the Contractor as soon as practical*

'b) make reasonable efforts to mitigate the relevant >oss*

'c) 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

'd) 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.

$1.$ Contractor<s o%ligationsIn the event that the Contractor is permitted to handle negotiations or conduct litigation on behalf

of the Customer under clause :." the Contractor must!

'a) 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 0irections) and any direction issued by the Attorney General

to the Commonwealth or delegate*

'b) keep the Customer informed of any significant developments relating to the conduct of the

defence or settlement of any claim* and

'c) 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

&1




>egal $ervices 0irections including any requirements relating to legal professional

privilege and confidentiality.

&2$ <ia4ilit/

$2.1 Relevant 6aw

The liability of a party for breach of this Contract or in tort or for any other common law orstatutory cause of action arising out of the operation of this Contract will be determined under the

relevant law in Australia that is recognised and would be applied by the ;igh Court of Australia.

$2.2 6imitation

'a) 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 0etails.

'b) Dnless specified otherwise in item : of the Contract 0etails any limit on the liability of

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

'i) personal in<ury 'including sickness and death)*

'ii) loss of or damage to tangible property*

'iii) an infringement of Intellectual 1roperty 2ights*

'iv) a breach of any obligation of confidentiality security requirement or privacy* or

'v) 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.

'c) Dnless specified otherwise in item :" of the Contract 0etails the limitation of liability

specified in clause :"."'a) applies in respect of each single occurrence or a series ofrelated occurrences arising from a single cause.

$2.$ Review of limitation

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

0etails will be sub<ect to review in the event that the Contract is varied or extended.

'b) @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.

$2.4 Contri%utionThe liability of a party '$arty A) for any >osses incurred by another party '$arty B) will be

reduced proportionately to the extent that!

'a) any negligent act or omission of 1arty & 'or of its subcontractors or 1ersonnel)* or

'b) any failure by 1arty & to comply with its obligations and responsibilities under this

Contract

contributed to those losses regardless of whether legal proceedings are brought by 1arty A for

negligence or breach of contract.

$2.5 Alication to "ervice Re%ates

'a) If $ervice 2ebates become payable under clause "/." the Customer may at its discretion!

&2




'i) elect to set+off the amount the Contractor must pay against any subsequent liability

for $ervice Charges* or

'ii) issue a notice requiring payment of the $ervice 2ebates within no less than 6

&usiness 0ays of receipt of the notice.

'b) The set+off or payment of $ervice 2ebates by the Contractor 'unless stipulated to the

contrary in item :: of the Contract 0etails) will not be taken into account for the purposesof quantifying any >osses which are sub<ect to any limitation of liability under

clause :".".

&&$ Insurance

$$.1 )%ligation to maintain insurance

In connection with the provision of the 0eliverables and $ervices the Contractor must have and

maintain!

'a) for the Contract 1eriod valid and enforceable insurance policies for!

'i) public liability*

'ii) either professional indemnity or errors and omissions 'except where ,aintenance

$ervices are not being provided)*

'iii) product liability*

'iv) workers3 compensation as required by law* and

'v) any additional types specified in item :# of the Contract 0etails* and

'b) for seven years following the expiry or termination of the Contract valid and enforceable

insurance policies for either professional indemnity or errors and omissions 'except where

,aintenance $ervices are not being provided)

in the amounts specified in item :/ of the Contract 0etails.

$$.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 by

this clause ::.

&$ Confidentialit/ and .ri#ac/

$4.1 Confidential Information not to %e disclosed

'a) $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.

'b) 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.

$4.2 0ritten underta/ings

'a) A party '@irst 1arty) may at any time require the other party to arrange for!

'i) the other partyBs Advisers* or

'ii) 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

1arty and relating to the use and non+disclosure of the @irst 1arty3s Confidential

Information.

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

such undertakings to be given.

$4.$ 3cetions 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!

'a) is disclosed by a party to its Advisers or employees solely in order to comply with

obligations or to exercise rights under this Contract*

'b) is disclosed to a party3s internal management personnel solely to enable effective

management or auditing of Contract related activities*

'c) is disclosed by the Customer to the responsible ,inister*

'd) is disclosed by the Customer in response to a request by a ;ouse or a Committee of the

1arliament of the Commonwealth*

'e) is shared by the Customer within the Customer3s organisation or with another Agency

where this serves the Commonwealth3s legitimate interests*

'f) is authorised or required by law including under this Contract under a licence or

otherwise to be disclosed* or

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

$4.4 )%ligations on disclosure

%here a party discloses Confidential Information to another person!

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

'i) notify the receiving person that the information is Confidential Information* and

'ii) not provide the information unless the receiving person agrees to keep the

information confidential* or

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

that the information is Confidential Information.

$4.5 Additional confidential information

'a) 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.

'b) %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.

$4.( Period of confidentialit!

The obligations under this clause :# continue notwithstanding the expiry or termination of this

Contract!

'a) in relation to an item of information described in $chedule # for the period set out in that

$chedule in respect of that item* and

&




'b) 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.

$4.* :o reduction in rivac! and securit! o%ligations

7othing 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.

&%$ rotection of .ersonal information

$5.1 Alication of t&e clause

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

purpose of providing 0eliverables and $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.

$5.2 Interretation of t&is clause

In this clause :/

'a) A11B means the Australian 1rivacy 1rinciples*

'b) Australian 1rivacy 1rinciplesB has the meaning given to it in the 1rivacy

Act*

'c) contracted service providerB has the meaning given to it in the 1rivacy Act*

'd) 1ersonal InformationB has the meaning given to it in the 1rivacy Act*

'e) 1rivacy ActB means the 1rivacy Act =55 'Cwlth)* and

'f) 2egistered A11 CodeB has the meaning given to it in the 1rivacy Act.

$5.$ )%ligations of Contractor in relation to Personal Information

'a) The Contractor under and in relation to this Contract agrees!

'i) to collect use or disclose 1ersonal Information obtained during the course of providing $ervices under this Contract only for the purposes of this Contract*

'ii) not to commit any act omission or engage in any practice which is contrary to the1rivacy Act*

'iii) not to do any act or engage in any practice which if done or engaged in by anAgency would be a breach of an A11*

'iv) not to engage in an act or practice that would breach an A11 or a 2egistered A11Code 'where applied to the Contractor) unless that act or practice is explicitlyrequired under this Contract*

'v) to comply with any request under section =/C of the 1rivacy Act 'relating todisclosure of any provisions of this Contract that are inconsistent with an A11 or a2egistered A11 Code binding on a party to this Contract)*

'vi) to notify the Customer immediately 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 its 1ersonnel*

'vii) to comply with any directions guidelines determinations or recommendationsnotified to the Contractor by the Customer* and

&%




'viii) to ensure that all 1ersonnel required to deal with 1ersonal Information for the purposes of this Contract are made aware of the obligations of the Contractor setout in this clause :/ to ensure that all 1ersonnel required to deal with 1ersonalInformation for the purposes of this Contract are made aware of the obligations ofthe Contractor set out in this clause :/.

'b) If the Contractor uses a subcontractor in relation to this Contract it must ensure that the

subcontract imposes obligations on the subcontractor equivalent to the obligations under

this clause :/.:.

$5.4 Handling of Comlaints

A complaint alleging an interference with the privacy of an individual in respect of any $ervices

performed under this Contract will be handled by the parties in accordance with the following

procedures!

'a) where the Customer receives a complaint alleging an interference with the privacy of an

individual by the Contractor or any subcontractor it must immediately notify the

Contractor of only those details of the complaint necessary to minimise any breach or

prevent further breaches of the privacy provisions of this Contract*

'b) where the Contractor receives a complaint alleging an interference with the privacy of an

individual by the Contractor or any subcontractor it must immediately notify the

Customer of the nature of the complaint but must only release to the Customer

confidential information concerning the complainant with that person3s consent*

'c) after the Customer has given or been given notice in accordance with clause :/.#'a)or

clause :/.#'b) it must keep the Contractor informed of all progress with the complaint as

relates to the actions of the Contractor in connection with the allegation of an interference

with the privacy of an individual* and

'd) the Customer will give the Contractor # days written notice of an intention to assume aliability loss or expense in accordance with this clause :/ including in that notice an

explanation of how that liability loss or expense was assessed and the ContractorBs

proposed share of that liability.

'e) 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 :/.:'b)

$5.5 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 :/.:'b).

&$ Conflict of interest

$(.1 0arrant! 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 :otification of a conflict of interest

If during the performance of this Contract a conflict of interest arises or appears likely to arise

the Contractor must!

'a) notify the Customer immediately in writing*

'b) make full disclosure of all relevant information relating to the conflict* and

'c) take such steps as the Customer reasonably requires to resolve or otherwise deal with the

conflict.

&$ Securit/

$*.1 Comliance wit& P"P;

The Contractor must and must ensure that its 1ersonnel comply with!

'a) all relevant requirements of the 1$1@ and its 1rotective $ecurity 1rotocols '1ersonnel

security Information security and 1hysical security) including the 1$1@ #rotective

security governance guidelines * Security o( outsourced services and (unctions*

'b) the requirements of the CustomerBs protective security policies and procedures under the

1$1@ including as specified in item :( of the Contract 0etails*

'c) any additional security requirements specified in item :( of the Contract 0etails* and

'd) any other security requirements that are 7otified by the Customer to the Contractor from

time to time including any changes to the requirements referred to in clauses :-.'a) 'b)

and9or 'c). $uch other security requirements must be complied with from the date

specified in the 7otice or if none is specified within / &usiness 0ays of receipt of the

7otice.

$*.2 "ecurit! classified informationThe Contractor acknowledges and agrees that!

'a) it must not and must not permit any of its 1ersonnel 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*

'b) it must 7otify the Customer immediately upon becoming aware of any unauthorised

access to security classified information and the extent and nature of that access 'whether

incidental or accidental access or by any of its 1ersonnel or subcontractors) and must

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

incident* and

'c) it must and must ensure that its 1ersonnel 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 and9or

resources as applicable of the relevant security classification level.

$*.$ )fficial Information

The Contractor acknowledges and agrees that!

'a) if and when requested by the Customer it its 1ersonnel 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*

'b) it must promptly 7otify and disclose to the Customer any conflict of interest affecting it

its 1ersonnel or subcontractors that may impact on security in the performance of the

ContractorBs obligations with respect to official information under this Contract*

'c) it must promptly inform and keep informed its 1ersonnel and subcontractors in respect of all the CustomerBs 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)*

'd) it must and must ensure that its 1ersonnel 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*

'e) it must and must ensure that its 1ersonnel and subcontractors 7otify 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

'f) on termination or expiry of this Contract it must and must ensure that its 1ersonnel and

subcontractors

'i) delete all official information from their respective ICT systems and

'ii) 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 theretained information resource or asset continues to be sub<ect to all security requirements

applying under this Contract.

$*.4 "ecurit! clearance

The Contractor acknowledges and agrees that!

'a) upon reasonable 7otice from the Customer it must ensure that each of its 1ersonnel and

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

7otified by the Customer to the Contractor from time to time* and

'b) unless otherwise specified in item :- of the Contract 0etails it is responsible for all costs

associated with obtaining and maintaining security clearances for its 1ersonnel andsubcontractors.

$*.5 Customer #ata and Customer aterial

The Contractor must and must ensure that its subcontractors and 1ersonnel!

'a) comply with all security requirements applying to Customer 0ata and9or Customer

,aterial in respect of access to and use of Customer 0ata and9or Customer ,aterial as

specified in this Contract in addition to any obligation under >aw*

'b) 7otify the Customer immediately and comply with all directions of the Customer if any of

them become aware of any contravention of the CustomerBs security requirements in

relation to Customer 0ata and9or Customer ,aterial*

'c) not remove Customer 0ata or allow Customer 0ata to be removed from the CustomerBs

premises without the prior written consent of the Customer*

&




'd) not take Customer 0ata and9or Customer ,aterial or allow Customer 0ata and9or

Customer ,aterial to be taken outside of Australia without the prior written consent of

the Customer* and

'e) report to C82T Australia and the Customer any breaches of ICT system security that do

not involve official information.

$*.( Interretation

In this clause :-!

'a) regardless of whether or not the first letter of any word is capitalised assetB Australian

Government Information $ecurity ,anualB confidentialityB conflict of interestB ICT

systemB information securityB need+to+knowB official informationB personnel

securityB physical securityB protective securityB resourcesB security classified

informationB security breachB security clearanceB and security incidentB have the

meaning given to them in the 1$1@ Australian 'overnment protective security policy

(rame"or) * glossary o( security terms* and

'b) an obligation of the Contractor under any of clauses :-. :-." :-.: :-.# or :-./ is

additional to and does not affect nor derogate from the obligations of the Contractor under

'i) one or more of the other of those clauses and9or

'ii) any other provision of this Contract.

&$ *oo+s and records

$+.1 Contractor to /ee %oo/s and records


'a) 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

'b) 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.

$+.$ "urvival

This clause applies for the Contract 1eriod and for a period of seven years from the termination or expiry of this Contract.

&3$ Audit and access

$,.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!

'a) the Contractor3s operational practices and procedures as they relate to this Contract

including security procedures protocols and guidelines*

'b) the accuracy of the ContractorBs invoices and reports in relation to the provision of the

$ervices under this Contract*

&3




'c) the Contractor3s compliance with its confidentiality privacy and security requirements and

obligations under this Contract*

'd) material 'including books and records) in the possession of the Contractor relevant to the

$ervices or Contract* and

'e) any other matters determined by the Customer to be relevant to the $ervices or Contract.

$,.2 Access %! Customer

'a) The Customer may at reasonable times and on giving reasonable notice to the Contractor!

'i) access the premises of the Contractor to the extent relevant to the performance of

this Contract including for the purposes of clause :=.*

'ii) 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 CustomerBs existing computer hardware and software*

'iii) 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'iv) 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 0epartment) any request

for information directed to the Customer and any inquiry conducted by 1arliament

or any 1arliamentary committee.

'b) 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.

$,.$ Conduct of audit and access

The Customer must use reasonable endeavours to ensure that!

'a) audits performed pursuant to clause :=.* and

'b) 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.

$,.4 Costs

'a) 8xcept as set out in clause :=.#'b) each party must bear its own costs of any reviews

and9or audits.

'b) If the Contractor is able to substantiate that it has incurred direct expenses in the

Customer3s 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.

$,.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 1rivacy Commissioner or a delegate of the

1rivacy Commissioner for the purpose of performing the Auditor+General3s or 1rivacyCommissioner3s statutory functions or powers.

0




$,.( Contractor to coml! wit& Auditor'eneral<s re-uirements

The Contractor must do all things necessary to comply with the Auditor+GeneralBs or his or her

delegate3s or the 1rivacy 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 1rivacy Commissioner or his or her respective delegate.

$,.* :o reduction in resonsi%ilit!The requirement for and participation in audits does not in any way reduce the Contractor3s

responsibility to perform its obligations in accordance with the Contract.

$,.+ "u%contractor re-uirements

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.

$,., :o restriction

7othing 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 1rivacy

Commissioner or a delegate of the 1rivacy Commissioner. The rights of the Customer under thisContract are in addition to any other power right or entitlement of the Auditor+General or a

delegate of the Auditor+General or the 1rivacy Commissioner or a delegate of the 1rivacy

Commissioner.

$,.1 "urvival

This clause applies for the Contract 1eriod and for a period of seven years from the termination or

expiry of this Contract.

0$ =nforeseen e#ents

4.1 )ccurrence of unforeseen eventA 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.

4.2 :otice of unforeseen event

%hen the circumstances described in clause #6. arise or are reasonably perceived by the

Affected 1arty as an imminent possibility the Affected 1arty 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 1arty must make all reasonable efforts to minimise the effects of suchcircumstances on the performance of this Contract.

4.$ Termination

If non+performance or diminished performance by the Affected 1arty due to the circumstances

under clause #6. continues for a period of more than # consecutive days or other period as

specified in item :5 of the Contract 0etails the other party may terminate the Contract

immediately by giving the Affected 1arty written notice.

4.4 Conse-uences of termination

If this Contract is terminated under clause #6.:!

'a) each party will bear its own costs and neither party will incur further liability to the other*

and

1




'b) where the Contractor is the Affected 1arty it will be entitled to payment for $ervices

Accepted or work performed prior to the date of intervention of the circumstances

described in clause #6..

1$ 'is.ute resolution

41.1 :o ar%itration or court roceedingsIf 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 #.

41.2 :otification

A party claiming a 0ispute has arisen must give the other parties to the 0ispute notice setting out

details of the 0ispute.

41.$ Parties to resolve #isute

0uring the # days after a notice is given under clause #." 'or longer period if the parties to the0ispute agree in writing) each party to the 0ispute must use its reasonable efforts through a

meeting of C8s 'or their nominees) to resolve the 0ispute. If the parties cannot resolve the

0ispute within that period they must refer the 0ispute to a mediator if one of them requests.

41.4 Aointment of mediator

If the parties to the 0ispute cannot agree on a mediator within seven days after a request under

clause #.: the chairperson of >8A02 or the chairperson3s nominee will appoint a mediator.

41.5 Role of mediator and o%ligations of arties

The role of a mediator is to assist in negotiating a resolution of the 0ispute. A mediator may not

make a binding decision on a party to the 0ispute except if the party agrees in writing. Dnlessagreed 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 0ispute.

41.( Confidentialit!

Any information or documents disclosed by a party under this clause #!

'a) must be kept confidential* and

'b) may only be used to attempt to resolve the 0ispute.

41.* Costs

8ach party to a 0ispute must pay its own costs of complying with this clause #. The parties to

the 0ispute must equally pay the costs of any mediator.

41.+ Termination of rocess

A party to a 0ispute may terminate the dispute resolution process by giving notice to each other

party after it has complied with clauses #. to #./. Clauses #.( and #.- survive termination of

the dispute resolution process.

41., 7reac& of t&is clause

If a party to a 0ispute breaches clauses #. to #.5 the other party does not have to comply with

those clauses in relation to the 0ispute.

2




2$ Termination

42.1 Termination and reduction for convenience

'a) The Customer may at any time by notice terminate this Contract or reduce the scope of

the 0eliverables or $ervices including for a machinery of government change.

'b) n receipt of a notice of termination or reduction the Contractor must!

'i) stop work as specified in the notice*

'ii) take all available steps to minimise loss resulting from that termination and to

protect Customer ,aterial and Contract ,aterial* and

'iii) continue to provide any part of the 0eliverables and $ervices not affected by the

notice.

'c) If this Contract is terminated under clause #". the Customer is liable only for!

'i) payments under clause "= for 0eliverables and $ervices rendered before the

effective date of termination* and

'ii) reasonable costs incurred by the Contractor and directly attributable to the

termination.

'd) If the scope of the 0eliverables or $ervices is reduced the Customer3s liability to pay the

$ervice Charges or to provide Customer ,aterial abates in accordance with the reduction

in the 0eliverables or $ervices.

'e) 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.

'f) The Contractor is not entitled to compensation for loss of prospective profits.

42.2 Termination %! t&e Customer for default

'a) %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!

'i) the Contractor breaches a material provision of this Contract where that breach is

not capable of remedy*

'ii) 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

'iii) an event specified in clause #"."'c)'i)+'vii) happens to the Contractor.

'b) %ithout limitation for the purposes of clause #"."'a) each of the following constitutes a

breach of a material provision!

'i) breach of warranty under clause :.: :.# or :./ 'Contractor warranties)*

'ii) a failure to comply with clause :.= '%ork ;ealth and $afety)*

'iii) a failure to comply with clause "( '1ersonnel)*

'iv) a failure to comply with clause "- 'Intellectual 1roperty 2ights)*

'v) a failure to comply with clause :: 'Insurance)*

'vi) a failure to comply with clause :# 'Confidentiality and privacy)*

&




'vii) a failure to comply with clause :/ '1rotection of personal information)*

'viii) a failure to notify the Customer of a conflict of interest under clause :( 'Conflict of

interest)* or

'ix) a failure to comply with clause :-.'a) 'b) or 'c) :-."'a) or :-.:'a) or 'b)

'$ecurity).

'c) The Contractor must notify the Customer immediately if!

'i) the Contractor being a corporation there is any change in the direct or indirect

beneficial ownership or control of the Contractor*

'ii) the Contractor disposes of the whole or any part of its assets operations or business

other than in the ordinary course of business*

'iii) the Contractor ceases to carry on business*

'iv) the Contractor ceases to be able to pay its debts as they become due*

'v) the Contractor being a company enters into liquidation or has a controller or

managing controller or liquidator or administrator appointed*

'vi) the Contractor being a natural person is declared bankrupt or assigns his or her

estate for the benefit of creditors* or

'vii) where the Contractor is a partnership any step is taken to dissolve that partnership.

In this clause controller managing controller and administrator have the same meanings as in

the Corporations Act.

42.$ 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 bygiving at least / &usiness 0ays notice to the Customer if the Customer!

'a) 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

'b) the Contractor has given the Customer!

'i) 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

'ii) a second notice / days after the first notice referring to the first notice and giving

the Customer at least / days to pay the invoice.

42.4 After termination

n termination of this Contract the Contractor must!

'a) stop provision of the 0eliverables and stop work on the $ervices*

'b) deal with Customer ,aterial as reasonably directed by the Customer* and

'c) return all the Customer3s Confidential Information to the Customer.

42.5 "urvival

The following clauses survive the termination and expiry of this Contract!

'a) Clause :.= '%ork ;ealth and $afety)*

'b) Clause :.6 'Australian Government ICT $ustainability 1lan)*




'a) Clause "- 'Intellectual 1roperty)*

'b) Clause "5 ',oral 2ights)*

'c) Clause : 'Indemnity)*

'd) Clause :" '>iability)*

'e) Clause :: 'Insurance)*

'f) Clause :# 'Confidentiality and privacy)*

'g) Clause :/ '1rotection of personal information)*

'h) Clause :- '$ecurity)*

'i) Clause :5 '&ooks and records)*

'<) Clause := 'Audit and access)*

'k) Clauses #".# #"./K #".( 'After termination)* and

'l) Clause #: 'Enowledge transfer).

42.( Termination does not affect accrued rig&ts

Termination of this Contract does not affect any accrued rights or remedies of a party.

&$ >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!

'a) 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

'b) making $pecified 1ersonnel and Contractor 1ersonnel 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 3Commercial+in+Confidence3 information of the Contractor.

$ otices and other communications

44.1 "ervice of notices

A 7otice must be!

'a) in writing in 8nglish and signed by a person duly authorised by the sender* and

'b) hand delivered or sent by prepaid post or facsimile to the recipient3s address for 7otices

specified in item := of the Contract 0etails as varied by any 7otice given by the recipient

to the sender.

44.2 ffective on receit

A 7otice 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!

%




'a) if hand delivered on delivery*

'b) if sent by prepaid post on the second &usiness 0ay after the date of posting 'or on the

seventh &usiness 0ay after the date of posting if posted to or from a place outside

Australia)*

'c) if sent by facsimile when the sender3s facsimile system generates a message confirming

successful transmission of the entire 7otice unless within eight &usiness ;ours after thetransmission the recipient informs the sender that it has not received the entire 7otice

but if the delivery receipt or transmission is not on a &usiness 0ay or is after (.66pm on a

&usiness 0ay the 7otice is taken to be received at =.66am on the next &usiness 0ay.

%$ Miscellaneous

45.1 )wners&i of Contract

All copyright and other Intellectual 1roperty 2ights contained in this Contract remain the property

of the Customer.

45.2 ar!ing t&e Contract

This Contract may be varied only in writing signed by each party.

45.$ Arovals and consents

8xcept 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.

45.4 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.

45.5 Costs8ach party must pay its own costs of negotiating preparing and executing this Contract.

45.( Counterarts

This Contract may be executed in counterparts. All executed counterparts constitute one

document.

45.* :o merger

The rights and obligations of the parties under this Contract do not merge on completion of any

transaction contemplated by this Contract.

45.+ 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.

45., ;urt&er action

8ach 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.

45.1 "evera%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.




45.11 0aiver

%aiver of any provision of or right under this Contract!

'a) must be in writing signed by the party entitled to the benefit of that provision or right* and

'b) is effective only to the extent set out in any written waiver.

45.12 Relations&i'a) 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.

'b) This Contract does not create a relationship of employment agency or partnership

between the parties.

45.1$ Announcements

'a) 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).

'b) 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.

'c) %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.

45.14 'overning law and ?urisdiction

Dnless otherwise specified in item #6 of the Contract 0etails 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 1 - Contract 'etails

Item

numb

er

Description Clause

Reference

Details

1. Customer details 2-2 [insert name o( Customer]

[insert street address]

[insert A6]

". Contractor details 2-2 [insert name o( Contractor]

[insert street address]

[insert A6]

:. CustomerRepresentative

2-2 [insert position and7or name o( theCustomer8s representative]

#. Contractor

Representative

2-2 [insert position and7or name o( Contractor8s

representative]

/. Business Hours 2-2 [i( 6usiness ours di((er (rom those

speci(ied in the de(inition, speci(y

alternative hours here: ;ther"ise insert 8not

applica+le8]

(. Commencement Date 2-2 and 3-2 [insert date Contract is to commence eg,

dd7mm7yy]

-. #nitial Contract

$eriod

2-2 and 3-2 [insert the initial period o( time (or "hich

the Contract "ill continue, eg 2 years]

5. Option $eriod 3-/ [insert ;ption #eriod eg, 2 periods each

+eing 1 year in duration: ;ther"ise insert

8not applica+le8]

=. Option 'otice $eriod 3-/ [i( ;ption otice #eriod is to +e other than

30 days, insert alternative ;ption otice

#eriod eg, <% days&: ;ther"ise insert 8not

applica+le8]

6. 'ominated Agency 2-2 and 4 [insert names& o( any ominated Agencies:

]

. 'e!ly manu"actured

Hard!are and

replacement parts

5-26%76i7. 23-46a76iii7

and 23-86%76i7

[i( ne"ly manu(actured ard"are and7or

replacement parts are not re/uired, state so

here: ;ther"ise insert 8not applica+le8]

". Removal o"

e9uipment

: [i( eisting e/uipment is to +e removed +y

the Contractor, state that here and speci(y

the e/uipment to +e removed in the

Statement o( -or): ;ther"ise insert 8notapplica+le8]




Item

numb

er

Description Clause

Reference

Details

:. )arranty $eriod 2-2 and 22 [i( -arranty #eriod is to di((er (rom that set

out in clause 1:1. state alternative period

here: ;ther"ise insert 8not applica+le8]#. Tird $arty product

!arranties

2/ [i( hird #arty product "arranties are not

re/uired (or some or all ard"are provided

under this Contract, speci(y that ard"are

(or "hich hird #arty product "arranties

are not re/uired: ;ther"ise i( the de(ault

position is to apply insert 8de(ault position

to apply8]

/. Relevant #ndustry

Standards

23-26%7 [insert relevant Industry Standards, +est

practice and guidelines i( any&: ;ther"ise

insert 8not applica+le8]

(. Su%contractors 23-; [insert names and A6s o( any

su+contractors: ;ther"ise insert 8not

applica+le8]

-. Support $eriod 24-2 [i( the Support #eriod is to di((er (rom that

speci(ied in clause 1<:1 , speci(y here the

alternative period: ;ther"ise insert 8not

applica+le8]

5. Tecnical support 20-/ [i( technical support is to di((er (rom that

speci(ied in clause 1:2 , speci(y here "hattechnical support "ill +e provided:

;ther"ise insert 8not applica+le8]

=. Exclusions "rom

Hard!are

Maintenance

25 [i( the eclusions (rom ard"are

$aintenance are to di((er (rom those in

clause 1= , speci(y details o( the eclusions

here: ;ther"ise insert 8not applica+le8]

"6. Engineering canges

and upgrades

2:-26a7 [i( $aintenance Services are not to include

implementation o( all engineering changes

and upgrades, state that here: ;ther"ise


". Ongoing

Maintenance Services

2:-3 [i( $aintenance Services are only to +e

provided (or a speci(ied period (ollo"ing

re(usal o( an engineering change or

upgrade, insert that period here: ;ther"ise


"". &anguage o"

Documentation

/<-/ [i( the 4ocumentation is to +e in a language

other than .nglish, speci(y the re/uired

language here: ;ther"ise insert 8not

applica+le8]

":. Acceptance testing o"

Hard!are

/4-2 [i( Acceptance o( ard"are is not to occur

on delivery, insert "hen Acceptance is to

3




Item

numb

er

Description Clause

Reference

Details

occur: ;ther"ise insert 8not applica+le8]

"#. $eriod "or Acceptance /4-4 [i( the period (or Acceptance is to +e a

period other than % 6usiness 4ays (romcompletion o( Acceptance testing, speci(y

the relevant time(rame here: ;ther"ise


"/. Speci"ied $ersonnel 2-2 and /0 [insert names and positions o( Speci(ied

#ersonnel: ;ther"ise insert 8not

applica+le8]

"(. #ntellectual $roperty

Rigts = O!nersip

o" Contract Material

/5-3 [parties are to select one o( the (ollo"ing:

>e(er to the note to users at clause 2=:3 (or

(urther in(ormation]

clause "-.# 'Contractor wnership of

and licence to Intellectual 1roperty 2ights in

Contract ,aterial) is to apply

clause "-./ 'Customer wnership of and

licence to Intellectual 1roperty 2ights in

Contract ,aterial) is to apply

"-. #ntellectual $roperty

Rigts > licences

/5-46%7 %here clause "-.# 'Contractor wnership

of and licence to Intellectual 1roperty2ights in Contract ,aterial) is to apply!

. L I( the terms o( the licence are to

di((er (rom that provided in clause

2=:<+& state the position here:

;ther"ise insert ?not applica+le@]

2!: Customer Material 1.1, 27.4(b) and

27.5(b)

[insert speci(ic $aterial to +e provided to

the Contractor +y the Customer i( any& and

any restrictions on the use o( the $aterial:;ther"ise insert 8not applica+le8]

"=. #ntellectual $roperty

Rigts = licences

/5-86%7 %here clause "-./ 'Customer ownership of

and licence to Intellectual 1roperty 2ights in

Contract ,aterial) is to apply!

. L I( the terms o( the licence are to

di((er (rom that provided in clause

2=:%+& , state the position here:

;ther"ise insert ?not applica+le@ M

:6. &imitation o" lia%ility 3/-/6a7 [speci(y the amount to "hich lia+ility is to

%0




Item

numb

er

Description Clause

Reference

Details

> cap +e limited]

:. &imitation o" lia%ility

=limitation on typeso" lia%ility

3/-/6%7 [i( the parties are to have limited lia+ility

(or any o( the types o( lia+ility descri+ed inclause 32:2+& ,those types o( lia+ility should

+e speci(ied here]

:". &imitation o" lia%ility

= aggregate or per

occurrence

3/-/6c7 [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 e:g:, in aggregate over the

Contract #eriod]

::. &imitation o" lia%ility

= Service Re%ates

included in limitation

o" lia%ility

3/-86%7 [select i( the de(ault position in clause

32:%+& does not apply]

the set+off or payment of $ervice

2ebates under clause :"./'a) will be taken

into account for the purposes of quantifying

any >osses which are sub<ect to any

limitation of liability

:#. Additional insurance 33-2 [insert any additional types o( insurance the

Contractor is re/uired to maintain


:/. #nsurance 9uantum 33-2 1ublic liability insurance for an insured

amount of L insert amount M per occurrence

and not less than L insert amount M in

aggregate.

8ither professional indemnity or errors and

omissions insurance for an insured amount

of L insert amount M per occurrence and not

less than L insert amount M in aggregate.

1roduct liability for an insured amount of L

insert amount M per occurrence and not lessthan L insert amount M in aggregate.

%orkers compensation as required by law.

[insert amount re/uired o( any other type o(

insurance speci(ied at item 3< a+ove]

:(. Security 35-2 CustomerBs Agency protective security

policies and procedures!

[Insert Customer@s relevant "e+site address

(or their #S# re/uirements o( contractors

;> insert ?re(er to attached schedule o( the

Customer@s #S# re/uirements o(

%1




Item

numb

er

Description Clause

Reference

Details

contractors@:]

Additional security requirements*

[insert any security re/uirements

additional to those speci(ied in clause 3=:1:


:-. Costs o" security

clearances

35-4 [i( the position as to payment (or security

clearances is to di((er (rom that provided in

clause 3=:< ,state the position here:


:5. +n"oreseen events

>termination period

4<-3 [i( a termination period other than 1< days

"ill apply in the event o( an 8un(oreseen

event8, speci(y it here: ;ther"ise insert 8not applica+le8]

:=. Address "or 'otices 44-2 Customer!

[insert name and7or position o( person to

receive notices]

[insert postal address]

[insert physical address]

[insert (acsimile num+er]

Contractor!

[insert name and7or position o( person to

receive otices]

[insert postal address]

[insert physical address]

[insert (acsimile num+er]

#6. 1overning &a! 48-24 [insert the la" "hich is to govern the

Contract i( not that o( the Australian

Capital erritory]

%2




Schedule 2 - Statement of 7or+

oteB Insert particulars o( the 4elivera+les and Services to +e provided under this Contract in this

Schedule: he (ormat o( this Schedule is provided as an eample only and may +e amended to address

particular Customer re/uirements:

1$ ur.ose (clause 1&)

oteB Insert a +rie( summary o( theB

a& +usiness re/uirements o( the Customer relevant to provision o( the 4elivera+les and

Services and

+& purpose o( procuring the 4elivera+les and Services:

2$ Hardware (clauses 1$1 and )

oteB Insert details o( ard"are to +e provided, including 4elivery 4ates and Installation 4ates:

Hardware Delivery Place Delivery Date Installation

Date

1.

".

&$ S.ecifications(clauses 1$1? ? $2 and 1&$(a) and 20$2)

oteB Insert Speci(ications (or the ard"are attach additional pages i( re/uired&:

$ Ser#ices (clauses 1$1 and 1&)

oteB Speci(y details o( Services here, including any speci(ic re/uirements in relation to

e/uipment7hard"are to +e removed clause 9 &:

Description of Services (attach additional paes if re!uired"

1. Installation of ;ardware

?es 'o

Insert description

". Integration of ;ardware

?es 'o

Insert description

:. 2emoval of equipment

?es 'o

Insert description

#. 1reventative ,aintenance

?es 'o

See item %:2 +elo"

/. 2emedial ,aintenance

?es 'o

See item %:3 +elo"

%&




Description of Services (attach additional paes if re!uired"

(. ther $ervices Insert description

%$ Maintenance Ser#ices (clauses 1$1 and 1)

oteB Insert details o( the Supported ard"are in the ta+le +elo": I( the Supported ard"are is

the same as the ard"are set out in item 2 a+ove, insert 8As (or item 2 a+ove8:

5.1 "uorted Hardware (clauses 1$1 and 1$2@

Description of Supported Hardware (attach additional paes if

re!uired"

1.

".

:.

5.2 Preventative aintenance (clause 1%)

oteB Insert details o( the #reventative $aintenance Services to +e provided +y the Contractor

attach additional pages i( re/uired&:

Description of

Services

#re!uency of

Service

Service $evels Performance

measures

,aintenance of the

$upported ;ardwarein good operating

condition

1roblem detection

and resolution

2eplacement of

unserviceable or

faulty parts

Cleaning and

lubrication

Ad<ustment of

mechanical and

similar devices

%




5.$ Remedial aintenance (clause 1)

oteB Insert details o( the >emedial $aintenance to +e provided attach additional pages i(

re/uired&:

Description of

Services

Technical $upport Insert details o( the technical support to +e provided including the

telephone, (a and email details

,ethods and procedures

for reporting 1roblems

Insert description

$upport ;ours Insert hours o( Support i( di((erent (rom that de(ined in clause 1:1

'ature o" $ro%lem Response

re9uired

Response

Time

Resolution

Time

Disruption

minimisation

measures

$ 'ocumentation (clause 20)

oteB Insert details o( 4ocumentation here, including re/uired (ormat and "hen the

4ocumentation is re/uired to +e delivered:

Documentation #ormat %ilestone

1.

".

:.

$ Acce.tance Criteria - Hardware (clauses 1$1 and 2)

oteB Insert details o( Acceptance Criteria against "hich the ard"are "ill +e assessed, and the

date o( assessment:

Hardware &cceptanceCriteria &cceptance testindate

1.

".

:.

%%




$ Acce.tance Criteria - Maintenance (clauses1$1? 13$2 and 2)

oteB Insert details o( Acceptance Criteria against "hich the $aintenance Services and the

engineering changes and upgrades "ill +e assessed, and the date o( assessment:

%aintenance

Services

&cceptance

Criteria

&cceptance testin

date

1.

".

:.

'nineerin

chanes and

uprades

&cceptance

Criteria

&cceptance testin

date

1.

".

3$ ro,ress meetin,s (clause 2&$1)

oteB Insert details o( attendees, (re/uency eg: "ee)ly, monthly& and place o( meetings:

%eetin &ttendees #re!uency Place

10$ "e.ortin, (clause 2&$2)

oteB Insert details o( re/uired reports, including content, (re/uency eg: "ee)ly, monthly& and

dates due:

Report type and content #re!uency %ilestone

%




11$ >nowled,e Transfer (clause &)

oteB I( re/uirements (or Dno"ledge rans(er are di((erent to those speci(ied in clause <3 , speci(y

the re/uirements here:

Re!uirement %ilestone

%




Schedule & - a/ment

oteB Insert details o( all relevant charges, costs or (ees (or the provision o( the 4elivera+les and

per(ormance o( the Services and "hen each item is paya+le: All Service Charges are 'S eclusive: he

(ormat o( this Schedule is provided as an eample only and may +e amended to address particularCustomer re/uirements:

1$ Summar/ of Ser#ice Char,es (clauses 1$1 and 23)

oteB his ta+le is intended to summarise the total charges paya+le under the Contract: Insert

totals (rom the ta+les in sections 2, 3 and <:

Item Chares

(eclusive of

)S*"

)S*

component

*otal Service

Chares

(inclusive of

)S*"

;ardware

Installation Charges

;ardware

,aintenance Charges

'per annum charge)

ther charges 'if any)

TOTA&

2$ Hardware Char,es (clauses 1$1 and 23)

oteB Insert per unit ard"are price, eclusive o( 'S insert additional ro"s i( re/uired&:

Hardware +uantity ,nit Price

(eclusive

of )S*"

)S*

component

*otal

Chares

(inclusive

of )S*"

+ 6

+ /6

/ + ==

66 + #==

%




&$ Installation Char,es (clause 23)

oteB I( the Contractor is to install the ard"are, insert per unit installation charge, eclusive o(

'S insert additional ro"s i( re/uired&: I( the Contractor is not installing the ard"are or the

installation charges are included in the ard"are Charge, mar) this section as 8ot Applica+le8:

+uantity Installation

Chare

(eclusive of

)S*"

)S* component *otal

Installation

Chares

(inclusive of

)S*"

+ 6

+ /6

/ + ==

66 + #==

$ Hardware Maintenance Char,es (clauses 1$1 and 23)

oteB Insert (ied charges (or Services: I( charges are paya+le on a time and material +asis, mar)

this section as 8ot Applica+le8:

Item Chares

(eclusive of

)S*"

)S* component *otal

Chares

(inclusive of

)S*"

;ardware,aintenance Charges

ther charges 'if any)

TOTA&

%$ Hourl/ rates

oteB Add hourly rates (or each person i( payment is to +e made on a time and materials +asis:

$ersonnel Hourly Rate

6exclusive o"1ST7

1ST

Component

Maximum

)or(E""ort

6Days7

Carges

6exclusiveo" 1ST7

1ST

Component

Su% total

Add 1ST

TOTA&

%3




$ 'ail/ rates

oteB Add daily rates (or each person i( payment is to +e made on a time and materials +asis:

$ersonnel Daily Rate

6exclusive o"

1ST7

1ST

Component

Maximum

)or(

E""ort

6Days7

Carges

6exclusive

o" 1ST7

1ST

Component

Su% total

Add 1ST

TOTA&

$ Milestone a/ments

oteB Insert $ilestone payment amounts against the $ilestones: I( $ilestone #ayments are not

applica+le, mar) as 8ot Applica+le8:

Milestone Milestone@Delivera%le Milestone

$ayment

1ST

Component

Su% total

Add 1ST

TOTA&

$ Ser#ice "e4ates (clauses 1$1 and 2%$2)

oteB Add methodology (or calculating Service >e+ates here: >e(er to the Eser otes (or

eamples o( Service >e+ates methodologies:

Service $evel %ethod of calculation

3$ In#oicin, requirements (clause 23$2)

oteB Speci(y invoicing re/uirements here:

10$ a/ment .eriod (clause 23$&)

oteB Speci(y an alternative payment period i( the 30 day period contemplated in clause 29:3 is

not suita+le:

0




11$ 89.enses (clause 23$%)

oteB I( the de(ault position speci(ied in clause 29:% is to apply, insert *

7ot Applicable.

;ther"ise insert the (ollo"ing paragraphs F

'a) $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+$8$

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

accordance with the invoicing procedures set out in this $chedule.

1




Schedule - 'esi,nated ConfidentialInformation

oteB his Schedule should include each party@s Con(idential In(ormation&: he period o( con(identiality should +e speci(ied (or each item: I( the parties agree that di((erent items o( in(ormation are to +e

con(idential (or di((erent periods o( time, the di((erent periods should +e recorded net to each item: An

assessment "ill need to +e made +y the parties on a caseF+yFcase +asis a+out "hat is to +e included in

the Schedule:

1$ Confidential information of the Customer (clause 1$1 and &)

1.1 Contract rovisions > "c&edules

Item Period of

Con-dentiality

[insert relevant items]

1.2 Contractrelated aterial

Item Period of

Con-dentiality


2$ Confidential information of the Contractor (clause 1$1 and &)

2.1 Contract rovisions > "c&edules

Item Period of

Con-dentiality


2.2 Contractrelated aterial

Item Period of

Con-dentiality


2




Schedule % - Customer "equirements

oteB Customer to address particular re/uirements "ith "hich the Contractor must comply, (or eample,

Customer speci(ic legislative re/uirements including in relation to secrecy and con(identiality&, speci(ic

Customer policies and7or procedures and speci(ic Common"ealth government policies:

&




Schedule - Chan,e 6rder

oteB I( the proposed changes "ill vary the Speci(ications, or the 4elivera+les or Services, the (ollo"ing

(orm must +e completed

Tis Cange Order 6including its attacments. i" any7 serves to vary te Contract in accordance

!it te terms set out %elo!- +nless speci"ically stated in tis Cange Order. all terms and

conditions o" te Contract continue una""ected-

. Cange Order num%er

". Raised %y

:. Details o" cange 6use attacments i"

re9uired7

#. #mplementation date o" CangeOrder

/. E""ect on Services and @ or

Delivera%les

(. $lan "or implementing te cange

-. E""ect on Service Carges

5. E""ect on Service &evel

Re9uirements

=. E""ect on Documentation

6. #mpact on end users

. 6a7 Oter relevant matters 6eg

transitional impacts7

Customer

'ame 6print7

$osition

Signature

Date

Contractor

'ame 6print7

$osition

Signature

Date




Schedule - A,enc/ 6rder @orm

Te Contractor as o""ered under clause 4 o" te Contract speci"ied at item 2 %elo! to provide te

Delivera%les and Services to 'ominated Agencies- Te 'ominated Agency speci"ied in item 3 %elo!

re9uests certain Services !ic te Contractor agrees to provide on te terms and conditions setout in te Contract and in tis Agency Order Form- #" tere is an inconsistency %et!een tis

Agency Order Form and any oter provisions o" te Contract. 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

/. Customer Representative Title!

7ame!

1ostal Address!

@ax number!

8mail!

(. Customers details "or 'otices 1ostal address!

1hysical address!

@acsimile number!

-. Contractor Speci"ied $ersonnel [insert names]

5. Delivera%les and Services re9uired

6including any canges to te

Statement o" Re9uirements7

[attach additional pages i( re/uired]

%




"igned for and on 4ehalf of the [insert for

PGPA agency – ‘Commonwealth of

Australia represented by (name of

agency), otherwise – (name of Customer

4/ its dul/ authorised dele,ate in the

.resence of

← ←

Si,nature of witness Si,nature of dele,ate

ame of witness (.rint) ame of dele,ate (.rint)

osition of dele,ate (.rint)

[Select one o( the (ollo"ing eecution clauses: -here the Contractor is a company "ith multiple

directors, select the (irst eecution +loc) +elo", other"ise, select the second option:]

3ecuted 4/ [insert name of company in

accordance with Section 12 of the

Cor.orations Act 2001 in the .resence of

← ←

Si,nature of director Si,nature of directorcom.an/ secretar/(lease delete as a..lica4le)

ame of director (.rint) ame of directorcom.an/ secretar/ (.rint)

"igned 4/ [insert contracting party name in the .resence of

← ←

Si,nature of witness Si,nature of Contractor

ame of witness (.rint)




Schedule - 6.en Source <icence

oteB Insert here the provisions o( the ;pen Source 5icence "hich "ill govern the use o( the ;pen

Source so(t"are and provided under this Contract i( any&: ote that the terms set out in this schedule

"ill prevail over the Agreed erms to the etent o( any inconsistency:




Schedule 3 - Confidentialit/ and .ri#ac/underta+in,

oteB Insert here the terms o( the con(identiality and privacy underta)ing i( any& "hich a party may +ere/uired, under clause 3<:2 , to arrange (or its Advisers or other third parties to give a "ritten

underta)ing to the use and nonFdisclosure o( the irst #arty8s Con(idential In(ormation:




Si,nin, .a,e

EEC+TED as an agreement.

"igned for and on 4ehalf of the [insert for

PGPA agency – ‘Commonwealth of

Australia represented by (name of

agency), otherwise – (name of Customer

4/ its dul/ authorised dele,ate in the

.resence of

← ←

Si,nature of witness Si,nature of dele,ate

ame of witness (.rint) ame of dele,ate (.rint)

osition of dele,ate (.rint)

[Select one o( the (ollo"ing eecution clauses: -here the Contractor is a company "ith multiple

directors, select the (irst eecution +loc) +elo", other"ise, select the second option:]

3ecuted 4/ [insert name of company in

accordance with Section 12 of the

Cor.orations Act 2001 in the .resence of

← ←

Si,nature of director Si,nature of directorcom.an/ secretar/(lease delete as a..lica4le)

ame of director (.rint) ame of directorcom.an/ secretar/ (.rint)

"igned 4/ [insert contracting party name in the .resence of

sourceit hardware contract v2.5 2014

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