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Page 1: Joint Accreditation System of Australia and New Zealand ... · Web viewJoint Accreditation System of Australia and New Zealand (JAS- ANZ); and ISO 9001. For this Module 2, the Major

Schedule 3 - Module 2 (ICT Hardware and Associated Services)

Draft Module 2ICT Hardware and Associated

Services Panel

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ContentsSchedule 3 – Module 2, Attachment 1 ICT Hardware and Associated Services Module Glossary......................................................................................................................................72

Schedule 3 – Module 2, Attachment 2 - ICT Hardware and Associated Services (Deliverables and Pricing).........................................................................................................83

Part A - Standard Contract Terms............................................................................................831 Definitions and Interpretation....................................................................................832 Contract Period.........................................................................................................833 Delivery.....................................................................................................................844 Acceptance Testing..................................................................................................845 Performance Management Framework....................................................................866 Personnel..................................................................................................................877 Subcontracting..........................................................................................................888 Charges....................................................................................................................899 Contract Warranties..................................................................................................9010 Relationship..............................................................................................................9311 Contract Administration............................................................................................9412 Reporting and Policies and Procedures Manual......................................................9413 Circumstances Beyond Control................................................................................9514 Step-in Rights...........................................................................................................9515 Books and Records..................................................................................................9816 Audit and Access......................................................................................................9817 Intellectual Property Rights.....................................................................................10118 Confidentiality.........................................................................................................10219 Privacy....................................................................................................................10420 Security...................................................................................................................10521 Unconditional Financial Undertaking......................................................................10522 Performance Guarantee.........................................................................................10623 Liability....................................................................................................................10624 Indemnity................................................................................................................10725 Termination.............................................................................................................10926 Transition Out.........................................................................................................11127 Variation..................................................................................................................11328 Notices and other Communications........................................................................11429 Dispute resolution...................................................................................................11530 Conflict of Interest...................................................................................................11631 General...................................................................................................................11732 Agency obligations.................................................................................................118

Part B - Module Specific Terms..............................................................................................11933 Scope of Deliverables.............................................................................................11934 Role of Finance.......................................................................................................11935 Product and Service Catalogue..............................................................................12036 Reporting................................................................................................................12337 Supply of Hardware................................................................................................12338 Leasing of Hardware..............................................................................................12639 Standards and Codes.............................................................................................126

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40 Documentation........................................................................................................12741 Delivery Management.............................................................................................12842 Access....................................................................................................................13143 Security...................................................................................................................132

Part C – Reporting Requirements..........................................................................................13444 General...................................................................................................................134

Part D – Deliverables...............................................................................................................13545 Deliverables............................................................................................................135

Part E – Charges......................................................................................................................13646 Deliverables Charges.............................................................................................136

Schedule 3 – Module 2, Attachment 3 - ICT Hardware and Associated Services - Contract Order Form................................................................................................................137

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Schedule 3 – Module 2, Attachment 1 ICT Hardware and Associated Services Module Glossary

TERM DEFINITION

Acceptance Signature, by the Agency Representative, of an Acceptance certificate in accordance with clause 4 of the Standard Contract Terms; and "Accept" and “Accepted” have a corresponding meaning.

Acceptance Criteria

A list of criteria that the Deliverables must meet before the Agency will Accept them, as set out in the Contract Order Form.

Acceptance Testing

The testing of Deliverables against the Acceptance Criteria for the purpose of Acceptance.

Agency Personnel Any natural person who is an employee, director, officer, agent or professional adviser of the Agency (not including Contractor Personnel) and includes:

(a) the Minister(s) responsible for the Agency and all staff of such Minister's offices;

(b) officers and employees within the Agency, including public servants at all levels employed on a full-time, part-time, permanent, casual or temporary basis;

(c) contractors (including contractors providing outsourcing services to the Agency) and agents which perform services for or on behalf of the responsible Department; and

(d) other Personnel as agreed between the Agency and the Contractor.

Agency Supplied Item

The items to be provided or made available to the Contractor by the Agency as set out in the Contract Order Form.

Application of Asset Information to Packaging

Optional service under Centralised Services, this addresses the requirement for Contractors to provide and place asset labels including the information on the Asset Tag on the outside of each item prior to delivery.

The format and content of the asset labels will be determined by the Agency.

Application of Asset Tags to Hardware

Optional service under Centralised Services, this addresses the requirement for Contractors to attach Asset Tags to the product prior to delivery to the Agency.

The position of the Asset Tag will be determined by the Agency.

Asset and Configuration Control

An optional service under Centralised Services, this addresses the requirement for the Agency designated order number to be included in asset labels fixed to items being delivered.

Asset Tag Means a label permanently attached to a product which, generally

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TERM DEFINITION

identifies the Agency which owns (or leases) the product and the unique Agency asset number (in both character and bar-code form) assigned to the product by the for the purpose of tracking the device.

Associated Services

The services associated with or ancillary to the supply of Hardware as a commodity item (such as installation, disposal of old equipment and extracting and migrating data from old hardware) which are set out or referred to in Part D – Deliverables and Part E – Charges.

Basic Installation An optional service under Installation Services, Basic Installation services include:

The provision of detailed and comprehensive installation procedures and schedules for Agency approval;

Cooperation with Agency Personnel involved in the installation task including adapting Contractor installation procedures and schedules to accommodate Agency requirements;

Receiving the product from Agency Personnel; Un-packing, assembling (for example PCs, notebooks, monitors and

docking stations) and placing the ICT Hardware Product in situ; Connecting the ICT Hardware Product to the power outlet and any

retained peripherals (e.g. local printers and special keyboards and monitors) and powering-up;

Checking that the Operating System is active including, but not limited to, checking configuration settings and testing relevant connections and environmental management features;

Setting aside any ICT Hardware Product that fails to power-up; Removing packaging boxes and other materials from the site for reuse

or recycling in an environmentally appropriate manner in accordance with Commonwealth policies and industry best practice; and

Providing a report to the Agency setting out product asset numbers, installation location (typically desk or workstation number), and status of the ICT Hardware Products (e.g. “dead-on-arrival”). Agencies will determine the testing to be carried out and the content and form of the installation report.

BAFO Best and Final Offer

Business Hours Between 8:00am and 6:00pm on a Business Day.

Centralised Services

Optional ICT Hardware support services including:

Order monitoring - if requested by the Agency, and if feasible, the Contractor should provide reasonable access for authorised Agency Personnel to the Contractor’s inventory/logistics management or equivalent systems in order to allow such Agency Personnel to monitor progress on delivery of orders;

Reporting – provision of a spreadsheet containing asset information data;

Contractor supplied technical support;

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TERM DEFINITION

Hardware asset tags; Application of Asset Tags to Hardware; Application of Asset Information to Packaging; Asset and Configuration Control; Pre-delivery Configuration and Pre-delivery Imaging; Sanitisation; and Disposal.

Common Hardware Requirements

Describes the requirements that should be met by all ICT Hardware Products in the Desktop PC, Mobile PC, Virtual Desktop Devices and Monitors Categories.

Common Requirements

Describes the common requirements across all ICT Hardware Products and Services within a Category, including associated Warranties and Transport service requirements.

Contract Contractor Representative

The person identified as such in item 25 of the Contract Order Form.

Contract Order Form

The details applicable to a Contract specified using the template set out at Schedule 3 (Contract Order Form) of this Module.

Contract Terms The contract terms and conditions set out at Schedule 3 Part A – Standard Contract Terms and Part B – Module Specific Terms of this Module.

Contractor Means [Insert name of Contractor] (ABN[Insert Contractor ABN])

Decommissioning An optional service under Installation Services, Decommissioning and the removal of ICT Hardware includes:

Shutting down, powering-off and disconnecting the ICT Hardware from the power outlet and network;

Disassembling and packing the ICT Hardware using environmentally appropriate packaging materials to ensure that product is not damaged in transit;

Stacking the ICT Hardware in an Agency designated location on-site and handing-over the packaged product to the Agency Representative;

If required, updating Agency asset registers or configuration management data-bases; and

Providing a report to the Agency setting out decommissioned product asset numbers and status of the device (e.g. “missing keyboard”). Agencies will determine the content and form of the de-commissioning report.

Defect Damage to or fault in the ICT Hardware Product which prevents it from effectively meeting the Agency’s requirements. This includes faults in workmanship, design and Materials.

Descriptors The characteristics and descriptions of individual ICT Hardware Products

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TERM DEFINITION

and Services.

Desktop PC A personal computer and associated software and services conventionally supplied to users at their desk. Includes case, internal hardware, mouse, keyboard, cables and a four year warranty from acceptance of the product by the Agency. Items in this Category include:

Standard Desktop PC; All-in-One PC; and Workstation PC.

Note: this does not include the Monitor.

It is mandatory for Non-corporate Commonwealth entities subject to the PGPA Act to purchase Desktop PCs through the ICT Hardware Panel.

Desktop PC Common Requirements

Describes the requirements that should be met for all ICT Hardware Products in the Desktop PC Category.

Disposal Services An optional service under Centralised Services that includes:

Collection of the designated product from the Agency; Transport to Contractor’s site; Any rectification of Product configurations that may be required prior

to return to Agency (if required); Return to Agency (if required); Purchase by Contractor, auction or other sale of product and return of

the proceeds to Agencies; and Arranging for the product to be recycled or otherwise disposed of.

Contractor’s disposal arrangements are also required to:

Embody appropriate environmental practices in accordance with Commonwealth policies and industry best practice;

Provide quality assured sanitisation of the device (including the removal of components) in accordance with the PSPF, ISM and any specific Agency requirements, prior to removal of the product from Agency sites;

Provide the Agency with the Agency asset tag number associated with machine serial number Agency for loading into the relevant asset and configuration management databases in electronic form as a CSV file;

Provide the Agency with a report on the disposal including at least Agency asset numbers, machine serial numbers, disposal action taken, cost of disposal and (net) proceeds to be returned to the Agency; and

Provide the Agency with certification of disposal.

Where work is performed at the Contractor’s premises the Contractor's premises may be subject to audit, inspection and approval by Agency Personnel nominated by the Agency Representative.

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TERM DEFINITION

Extended Installation

An optional service under Installation Services, Extended Installation includes Basic Installation plus a complete set-up and installation of all functions as required by the Agency. Services may include:

Connecting the ICT Hardware Product to the network and testing the connection;

Installing additional software and accessories; Transferring data from the existing equipment to the new ICT

Hardware Product; Testing ICT Hardware operability within the environment; Updating Agency assets registers or configuration management data-

bases; and Providing a report to the Agency setting out ICT Hardware asset

numbers, installation location (typically desk or workstation number), network address; and status of the device (e.g. “dead-on-arrival”). Agencies will determine the testing, configuration, software loading and data transfer work to be carried out and the content and form of the installation report.

Hardware Any physical item of computing equipment provided through (or likely to be provided through in the case of the Road Map) the ICT Hardware and Associated Services Panel (including any software or firmware embedded in or supplied with that equipment any Documentation or other Documents supplied with that equipment).

ICT Hardware and Associated Services Deliverables

The ICT Hardware and Associated services or any part of them.

ICT Hardware and Associated Services Panel

The Panel that is established by the processes set out in the request for tender RFT FIN14BPAM2335.

ICT Hardware Deliverables

From the Commencement Date of this Module, any and all ICT Hardware and Associated Services including any software and Documentation) which are specified or referred to in Part D – Deliverables and Part E – Charges which may be supplied by the Contractor under Contracts; and

From the date of commencement of the Product and Service Catalogue referred to in clause 35 of the Module, the ICT Hardware and Associated Services (including any software and Documentation) which are specified in that Catalogue which may be supplied by the Contractor under Contracts; and ‘Deliverables’ and ‘ICT Hardware Products and Services’ have a corresponding meaning.

ICT Hardware Panel

Has the same meaning as ICT Hardware and Associated Services Panel or Panel.

ICT Hardware Products and services available to Agencies through the ICT Hardware

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TERM DEFINITION

Products and Services

Panel.

Installation Services

Optional support services for the installation of equipment supplied through the ICT Hardware Panel. This includes Basic Installation, Extended Installation, Support and Floor Walking, and Decommissioning.

Key Person A person filling a position that requires highly specialised skills or such capabilities that are crucial to the provision of the Deliverables, as specified in any Contract.

Major Applicable Standards, Policies and References

For this Module 2, the Major Applicable Standards comprise:

(a) Joint Accreditation System of Australia and New Zealand (JAS- ANZ); and

(b) ISO 9001.

For this Module 2, the Major Applicable Policies comprise:

(c) National Code of Practice for the Preparation of Safety Data Sheets for Hazardous Chemicals for Hazardous Chemicals;

(d) Australian Government Protective Security Policy Framework (PSPF) (http://www.protectivesecurity.gov.au/Pages/default.aspx); and

(e) Information Security Manual (ISM) (http://www.dsd.gov.au/infosec/ism/).

For this Module 2, the Major Applicable References comprise:

(f) ENERGY STAR®.

Make Type or brand of ICT Hardware Product.

Metropolitan Means Commonwealth facilities located within 150km of the GPO for all Australian capital cities.

Mobile PC Portable personal computer, as well as associated software and services conventionally carried by users for use while travelling or at multiple locations. Includes case, internal hardware, Display LCD, wireless, keyboard (where applicable), cables and a three year warranty from acceptance of the product by the Agency. Items in this Category include:

Standard Notebook; Ultra-Mobile PC; and Tablets.

It is mandatory for Non-corporate Commonwealth entities subject to the PGPA Act to purchase Mobile PCs through the ICT Hardware Panel.

Mobile PC Common Requirements

Describes the requirements that should be met for all ICT Hardware Products in the Mobile PC Category.

Mobile Thin Client Mobile Thin Clients are used for a variety of specialised tasks. Computing functionality offered will be similar to the Thin Client, but delivered in a

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TERM DEFINITION

mobile form factor. This requirement includes device types such as Chrome books and other Web OS Thin Client types.

Module 2 The ICT Hardware and Associated Services Panel.

Module 2 Commencement Date

The date that the first Head Agreement or, if the Contractor was already a member of the Data Centre Facilities Supplies Panel (Module 1), Change Order is signed by both Finance and a Contractor for the provision of ICT Hardware Products and Services.

Monitors Screens for personal computers, as well as associated software and services. Includes LCD display and a standard warranty of four years (which includes a zero pixel Defect warranty) from acceptance of the product by the Agency. All Monitors are required to be able to be installed without the need for installation drivers onto the Agency SOE.

It is mandatory for Non-corporate Commonwealth entities subject to the PGPA Act to purchase Monitors through the ICT Hardware Panel.

Notebook A portable Input/Display device, which may operate LAN connected, disconnected or connected via an approved secure dialup link.

PC Personal Computer.

PGPA Act The Public Governance, Performance and Accountability Act 2013 (Cth).

Pre-delivery Configuration

An optional service under Centralised Services, this addresses the requirement for the Contractor to provide the Agency with a list of available BIOS and pre-loaded OS image (and any other configuration options) if applicable for the ordered product, including the Contractor’s proposed default settings, prior to dispatch of the product.

The Agency will review the configuration information and advise the Contractor how the product is to be configured. The Contractor will configure the Product as required by the Agency.

The Contractor is also required to assist in determining the appropriate configuration of the product if requested by the Agency.

Pre-delivery Imaging

An optional service under Centralised Services, this addresses the provision of pre-delivery software imaging services allowing a Standard Operating Environment image, provided by an Agency, to be installed on the product prior to delivery.

The Contractor is required to:

Manage the imaging requirements of the relevant Agency including version control;

Capacity to apply SOE images to products at the volume levels required by the relevant Agencies;

Assist Agencies in the development and testing of their respective image, including the provision of pre-production samples of products

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TERM DEFINITION

if required; and

Established, to the satisfaction of Finance, processes in the area of imaging, in particular quality assurance, configuration management and licensing control processes and security processes.

Agencies will determine the level of assistance that they require with imaging.

Product and Service Catalogue

The Product and Services catalogue that specifies the baseline Specifications of each category developed as set out in Part D- Deliverables.

Project Plan A plan for the delivery of Deliverables developed in accordance with clause 32.2For each Contract, unless otherwise specified in the Contract Order Form, the Contractor must develop a document that includes:

an outline of the proposed project management methodology; the names, roles and responsibilities of any Key Personnel; a schedule for provision and Acceptance of the Deliverables; a list of all Milestones; the proposed risk management approach; a detailed risk register, updated from time to time; and any other matter referred to in the Contract Order Form.

Rack Unit or RU A standard measure used to describe the height of a rack mounted server or piece of networking equipment. One Unit is equivalent to 1.75 inches. Data centres use RU to express the height of racks within their facility.

Under the ICT Hardware Panel there are options for 42 RU, 45 RU and 48 RU racks.

Regional Commonwealth facilities outside of the Metropolitan area located in regional Australian cities including, for example, Orange, Wangaratta, Mackay, Geraldton, Whyalla, Alice Springs and Launceston.

Reseller An agent appointed by the Contractor to supply ICT Hardware Products and/or Services on behalf of the Contractor.

Road Map A schedule setting out in detail the planned changes to the Hardware specified in the Product and Service Catalogue, including any changes to model availability and specific components.

Rural Commonwealth facilities located outside of the Metropolitan and Regional areas which may be remote and/or have poor or limited infrastructure services.

Sanitisation An optional service under Centralised Services that includes:

Sanitisation of the device (including the removal of components) in accordance with the PSPF, ISM and any specific Agency requirements, prior to removal of the product from Agency sites;

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TERM DEFINITION

Return of removed components to the Agency or their destruction in accordance with the PSPF (and any specific Agency requirements);

Report on the sanitisation including at least Agency asset numbers, machine and removed component serial numbers (if applicable), and sanitisation action taken; and

Certification that the product has been cleansed in accordance with these requirements.

Where work is performed at the Contractor’s premises the Contractor's premises may be subject to audit, inspection and approval by Agency Personnel nominated by the relevant Agency Representative or by the relevant Agency Representative;

Agencies will determine the level of sanitisation required and whether it can be performed at a secure facility rather than at Agency sites; and the content and form of any report and certification required.

Server Racks Server Racks or Racks are an optional component of the ICT Hardware Panel and address the outright purchase of structures or cabinets that hold computer servers and/or networking equipment.

Note: this must not conflict with the Australian Government Data Centre Strategy 2010-2025 which is mandatory for Non-corporate Commonwealth entities subject to the PGPA Act.

Note to Tenderers: Tenderers should also note that any tendered ICT Hardware Products for this Category, or procurements of Server Racks from the ICT Hardware Panel by Agencies after the ICT Hardware Panel is established, must not conflict with the Australian Government Data Centre Strategy 2010-2025 (the Strategy) which is mandatory for Non-corporate Commonwealth entities subject to the PGPA Act. This extends to the trigger events for adopting the Strategy, as well as the Data Centre Facilities Panel (Panel 1) and the Data Centre Facilities Supplies Panel (Panel 2).

Servers This optional component of the ICT Hardware Panel addresses data storage devices (such as those located in a data centre) that provide services to other computers.

Servers are generally grouped into blade, rack and tower subcategories.

Shipping of ICT Hardware Products

A component under Transport Arrangements, this service includes the delivery of:

A delivery schedule is provided to the Agency; ICT Hardware Products are packed in appropriate packaging

materials in order to ensure that ICT Hardware Products are not damaged in transit or storage;

ICT Hardware Products are packed using environmentally appropriate packaging materials and techniques such as bulk packaging;

Pallets comply with the relevant Australian Standard and are not to be

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TERM DEFINITION

packed any higher than 1.3m and wrapped with clear wrap; Agency required information including serial numbers, asset numbers

and order numbers are scannable on the outside of each item; and Agency order numbers, as specified in the Contract Order Form, are

placed on all delivery Documentation.

Specifications In order of priority

a. Any relevant specifications contained in the Product Catalogue;

b. The Agency’s functional and technology and technical requirements for a Deliverable or for a group of Deliverables as described or incorporated by reference in the Contract Order Form including as updated from time to time in accordance with this Module; and

c. All applicable manufacturers’ or suppliers’ (including Resellers’) specifications and applicable standards including as updated from time to time in accordance with this Module.

Standard Operating Environment or SOE

The standard IT operating environment which is maintained by an Agency.

Statement of Requirements

The Statement of Requirements for the Product and Service Catalogue as updated by Finance from time to time.

Statement of Work

The statement set out in Annexure 1 (Statement of Work) specifying the detailed requirements for the performance or provision of the Deliverables under a particular Contract.

Support and Floor Walking

An optional service under Installation Services, Support and Floor Walking will generally be provided in conjunction with Extended Installation. Services may include:

Provision of on-site support to assist users with transition to the new ICT Hardware Products including, but not limited to, arranging access, operation of the ICT Hardware Product, connection to the network, configuration of printers and other peripherals, and transfer of data;

Recording problems in the Agency problem management system, resolving where possible and escalating when required; and

Providing the Agency with a record of any outstanding problems by user and product asset number at the end of the support period. Agencies will determine the content and form of the report.

Temporary Equipment Storage

Agencies may require Contractors to provide temporary secure storage services where, for instance, substantial volumes of product are ordered but an Agency is not able to accept and install immediately. Contractors will be responsible for all aspects of the storage services, including insurance, security and the transport arrangements from the storage

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TERM DEFINITION

facility to the Agency location.

The Contractor’s premises may be subject to audit and inspection by Agency Personnel nominated by the relevant Agency Representative.

Thin Client An ICT device (or client) which is limited to essential applications with the actual data being stored on an external server.

This device is used for day-to-day network access and it is expected that this will represent suitable capability for the vast majority of Agencies where thin client computing has been deemed an appropriate solution.

All Common, Virtual Desktop Device and Associated Services requirements apply to this category.

Transport Arrangements

A component of Common Hardware Requirements, this addresses the physical delivery of ICT Hardware Products to the Agency. The following services are included in this:

Just-in-time delivery arrangement: to avoid instances where Agencies have to warehouse equipment, Contractors will plan the production, imaging and configuration, packing, shipping and delivery of all ICT Hardware Products and Services to be delivered to the Agency to meet a ‘just in time’ ordering process;

Delivery timeline arrangements: the delivery location(s), contact details, and delivery timeframes as specified in the Contract Order Form;

Shipping of ICT Hardware Product; Delivery locations and timing: the Contractor will contact the Agency

and arrange an acceptable delivery time for that location 24 hours prior to delivery;

Containerised deliveries: if required, the Contractor will deliver ICT Hardware Products in secure shipping containers that will be returned to the Contractor within a mutually agreed timeframe;

Transport to Metropolitan, Regional and Rural locations as required by the Agency; and

Temporary Equipment Storage.

Ultra Mobile PC Often abbreviated as UMPC, is a term for lightweight small form factor size and shape notebook categorised due to native use of SSD.

Virtual Desktop Devices

This Category addresses devices used for day-to-day network access outside Desktop PCs and Mobile PCs. This Category includes Thin Client and Mobile Thin Client.

It is mandatory for Non-corporate Commonwealth entities subject to the PGPA Act to purchase Virtual Desktop Devices through the ICT Hardware Panel.

Warranty Period For a Deliverable, has the meaning given in the applicable Product and Service Catalogue or Statement of work for that Deliverable, or if no meaning is given in the applicable Product Catalogue or statement of Work for that Deliverable , then it means 48 months from Acceptance, or if

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TERM DEFINITION

Acceptance is not require, form delivery or provision.

Warranty Requirements

The minimum warranty conditions as defined under Clause 37.14 of Schedule 3: Module that apply to Desktop PC, Mobile PC (excluding tablets), Monitor and Virtual Desktop Devices Categories.

Warranty Upgrade

Upgrade options available for Desktop PC, Mobile PC and Monitor warranties including:

Upgrade to 24x7 support; Upgrade to next business day response; Add additional year; and Upgrade to International Warranty.

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Schedule 3 – Module 2, Attachment 2 - ICT Hardware and Associated Services (Deliverables and Pricing)

Part A - Standard Contract Terms

1 Definitions and InterpretationDefinitions

1.1 In this Contract, except where the contrary intention is expressed, the definitions in Schedule 1 - Attachment 1 (Head Agreement Glossary) and the relevant Module Glossary apply.

Interpretation

1.2 This Contract is formed on agreement and execution of a Contract Order Form between the Agency and the Contractor and will be interpreted in accordance with clause 1.2 of the Head Agreement as if references to "Head Agreement" were replaced by "Contract".

1.3 If there is any inconsistency between these Standard Contract Terms and the Contract Order Form, the terms of the Contract Order Form (including any Additional Terms) will prevail (subject to compliance with clauses 4.12 and 4.13 of the Head Agreement).

2 Contract PeriodContract Period

2.1 This Contract begins on the Contract Start Date and continues for an Initial Contract Period as specified in the Contract Order Form unless terminated in accordance with clause 25 of this Contract.

Extensions

2.2 The Agency may extend the Initial Contract Period by a further period as specified in the Contract Order Form (Contract Option Period) on the terms and conditions then in effect (subject to clause 2.3), by giving written Notice to the Contractor. Such Notice must be provided:

2.2.1 at least 20 Business Days before the end of the then current Contract Period; or

2.2.2 within another period agreed in writing between the parties.

2.3 Where an extension is exercised in accordance with clause 2.2, the Charges in this Contract Option Period will be the Charges applicable immediately before the extension of the Initial Contract Period unless otherwise agreed in accordance with clause 27 of this Contract and, if necessary, clause 22 of the Head Agreement. An extension exercised in accordance with clause 2.2 takes effect from the end of the then current Contract Period.

2.4 With the written approval of Finance, the Contract Period may extend beyond the Term of the Head Agreement and the relevant Module.

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3 Delivery Delivery

3.1 The Contractor must provide the Deliverables:

3.1.1 as detailed in Schedule 3 (Modules) for the relevant Deliverables, including to achieve or exceed the Minimum Requirements applicable to the Deliverables (if any):

3.1.2 as detailed in the Contract Order Form;

3.1.3 in accordance with this Contract;

3.1.4 with due skill and care and to the best of the Contractor's knowledge and expertise and ability; and

3.1.5 in accordance with all relevant Laws.

Implementation

3.2 The Contractor must undertake all implementation activities specified in the Contract Order Form, including cooperating with the Agency and its other contractors for the purpose of facilitating the smooth transition of the provision of the Deliverables by the Contractor.

Note: The Contract Order Form and Contract can include specific implementation requirements.

Additional Deliverables

3.3 The Agency may, at any time during the Contract Period, place a Contract Order Form in accordance with the Head Agreement (or vary an existing Contract Order Form in accordance with this Contract) for the provision of Additional Deliverables. In all cases the Agency must notify Finance in writing prior to the variation.

Benchmarking

3.4 The Agency may join in any benchmarking Finance undertakes of the Contractor's provision of the Deliverables under clause 18 of the Head Agreement in respect of a Module for which the Agency has a Contract.

Approved Third Party Providers

3.5 If an Approved Third Party Provider has issued the Contract Order Form to which the terms of this Contract apply (in accordance with clauses 4.15 and 4.16 of the Head Agreement) references to "Agency" in this Contract will apply as if they are references to "Approved Third Party Provider".

3.6 Where clause 3.5 applies, the Contractor must only provide Deliverables to the Approved Third Party Provider as part of the Approved Third Party Provider's provision of information technology services to an Agency (or group of Agencies). Any provision of the Deliverables by the Contractor in accordance with this Contract for the Approved Third Party Provider's provision of services to any other customer will constitute a material breach of this Contract to which clause 25.1.1 will apply.

4 Acceptance Testing4.1 The Deliverables are subject to Acceptance by the Agency, unless specified

otherwise in the Contract Order Form.

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4.2 The Deliverables will be considered for Acceptance in accordance with the requirements set out in this clause 4 and in the Contract Order Form.

4.3 Deliverables such as Documentation and other data items, that by their nature do not require conduct of Acceptance Testing, will be considered for Acceptance on the basis of their compliance with the Specifications or other criteria specified in the Contract Order Form.

Note: The Contract Order Form will include the agreed Acceptance Test process or the means of agreeing that Process. For example, the detail may be in an agreed Acceptance Test Plan.

Acceptance Testing

4.4 The Contractor must carry out Acceptance Testing as agreed in the Contract Order Form, to ensure that the Deliverables comply with the Specifications and in particular the Acceptance Criteria in the Contract Order Form.

4.5 Unless specified to the contrary in clauses 4.6 or 4.7, the costs of complying with this clause 4 will be borne by the Contractor.

4.6 The Contractor agrees that the Agency, or any of its contractors, may also carry out the Acceptance Testing or any part of the Acceptance Testing. The direct costs of the Agency undertaking the Acceptance Testing will be borne by the Agency unless the testing shows that the Contractor failed to comply with the provisions of this Contract, in which case the cost of the testing must be borne by the Contractor.

4.7 The Contractor must comply with any reasonable request by the Agency for further testing in relation to the Deliverables.

4.8 The Contractor must allow the Agency or its authorised representative to observe the performance of the Acceptance Testing or other tests by the Contractor.

4.9 If the Agency finds that the Contractor:

4.9.1 has satisfied the Acceptance Criteria, the Agency must within the time frame specified in a Contract Order Form issue a certificate of Acceptance in respect of that Acceptance Criteria in accordance with this Contract (and the relevant Deliverables will then be deemed to have been Accepted by the Agency); or

4.9.2 has not satisfied the Acceptance Criteria, the Contractor must (at no cost to the Agency) do all things necessary to rectify any problems to ensure that the Acceptance Criteria is met. The Acceptance Testing must be repeated as soon as practicable or within the time period agreed by the parties after notification from the Contractor that it believes it meets the Acceptance Criteria, and this clause 4.9 will apply to the repeated Acceptance Testing.

4.10 If the Contractor does not comply with the Acceptance Criteria for relevant Deliverables within:

4.10.1 15 Business Days after the commencement of Acceptance Testing for that Deliverable; or

4.10.2 if further Acceptance Testing is required under clause 4.9.2, such further period as is notified by the Agency,

the Agency may treat the non-compliance as a failure by the Contractor to comply with the relevant obligation under this Contract.

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4.11 The issuing of a certificate of Acceptance in accordance with clause 4.9.1 is not a waiver of rights; and the Agency may, in issuing a certificate of Acceptance, impose such conditions and qualifications as it reasonably requires.

5 Performance Management Framework5.1 The Contractor acknowledges and agrees that:

5.1.1 the Agency has relied on the Contractor's representations, as reflected in this Contract, and on the Contractor's ability to:

(a) meet each Milestone or Delivery Date for Deliverables as set out in the Contract Order Form;

(b) comply in full with the quality, architectural, functional and performance requirements set out in the Contract Order Form for the Deliverables, and

(c) meet any performance management framework specified in the Contract Order Form (including any Service Levels), or other performance standards described in the Contract Order Form; and

5.1.2 the Agency's value for money assessment of the Contractor's representations depends on the Contractor complying in full with this Contract.

5.2 The parties agree that the Charges will be adjusted to reflect the application of Rebate Points or Service Credits in accordance with any performance management framework specified in the Contract Order Form. The parties acknowledge that any adjustment on this basis is reasonable and represents the reduced level of service provided to the Agency.

5.3 The parties will comply with the details in any performance management framework specified in the Contract Order Form, including in relation to measuring and reporting on the Contractor's performance under this Contract.

Note: Specify agreed Service Levels or other performance framework (if any) as well as Service Credit / Rebate Point (if any) regime in the Contract Order Form.

Reductions in Charges – Service Credits or Rebate Points

5.4 Where Service Credits/Rebate Points (if any) are incurred in accordance with clause 5.2 and are notified by the Agency in writing as payable to the Agency, then:

5.4.1 the Contractor must adjust the next Invoice, or, where there are no more Invoices, pay to the Agency on demand by the Agency, any Service Credit/Rebate Point that corresponds to the failure to meet that Service Level; or

5.4.2 the Agency may deduct any Service Credit/Rebate Point that corresponds to the failure to meet that Service Level from Charges payable to the Contractor.

5.5 The Contractor acknowledges that:

5.5.1 its failure to meet a Service Level may have a material adverse impact on the business and operations of the Agency;

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5.5.2 Service Credits/Rebate Points represent a reduction in Charges to reflect the provision by the Contractor of a lower level of service than is required of it under this Contract as the case may be and constitute an agreed amount by which the Charges may be reduced in accordance with this Contract.

5.6 Unless specified otherwise in a Contract Order Form, the Agency’s rights under clauses 5.4 to 5.5 are in addition to, and do not waive, the Agency's right to seek any other remedy under this Contract or at Law. However, any damages recovered by the Agency under or in connection with this Contract will be reduced by the amount of any Service Credits/Rebate Points (if any) which the Agency has been paid in respect of the same event giving rise to the damage.

6 PersonnelGeneral

6.1 The Contractor must, at its own cost, use such Personnel as are necessary to enable it to fulfil its obligations under this Contract. The Contractor must ensure that Contractor Personnel that it uses to perform this Contract have the requisite skills, qualifications and experience for the tasks they are given.

6.2 The Contractor must:

6.2.1 provide, or procure the provision of, such information as can be lawfully provided and which is reasonably requested by the Agency concerning the Contractor Personnel it is using, or proposes to use, in performing its obligations under this Contract;

6.2.2 provide suitable replacement Contractor Personnel should the Agency, for security reasons, deny access to or request removal of any Contractor Personnel. If the Agency requests the removal of any Contractor Personnel for reasons not related to security, the Contractor must promptly address the matter, which may involve replacement of any Contractor Personnel approved by the Agency;

6.2.3 ensure Contractor Personnel comply with the Contractor's obligations in this Contract; and

6.2.4 ensure Contractor Personnel, when on the Agency's premises or when accessing the Agency's facilities and information, comply as necessary with the reasonable requirements and directions of the Agency with regard to conduct, behaviour, safety and security (including submitting to security checks as required and complying with any obligation imposed on the Agency by Law).

Key Personnel

6.3 The Contractor must ensure that each Key Person named in the Contract Order Form is appointed to the role nominated for that person by the dates (if any) specified in the Contract Order Form.

6.4 The Contractor must not remove any Key Person until agreed by the Agency in writing, except where the removal arises as a result of the Key Person's voluntary resignation, sickness or injury, internal promotion or involuntary termination of employment for cause.

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6.5 Where clause 6.4 applies, the Contractor must provide replacement Key Persons acceptable to the Agency at no additional cost to the Agency and at the earliest opportunity. Any replacement Key Person must be approved by the Agency.

7 Subcontracting7.1 Unless expressed otherwise in the Contract Order Form, the Contractor must:

7.1.1 not subcontract any aspect of the performance of this Contract without the prior written Approval of the Agency, which Approval will not be unreasonably withheld;

7.1.2 not subcontract on terms that would permit the Subcontractor to do or omit to do something that would, if done or omitted to be done by the Contractor, constitute a breach of this Contract;

7.1.3 not subcontract with an entity that:

(a) has had a judicial decision against it (not including decisions under appeal) relating to employee entitlements in respect of which it has not paid any judgment amount;

(b) is on, or which has one or more employees that are on, or which is a member of an entity that is on, the Commonwealth's consolidated list of individuals and entities to which terrorist asset freezing applies; and

(c) is named in a report tabled in the Australian Parliament by the Workplace Gender Equality Agency as a supplier that has not complied with the Workplace Gender Equality Act 2012 (Cth); and

7.1.4 ensure that any Subcontractor that is Approved is bound by, and complies with, provisions to the effect of the following clauses of this Contract:

(a) clause 21 (Audit and Access) of the Head Agreement;

(b) clause 18 (Confidentiality);

(c) clause 19 (Privacy);

(d) clause 20 (Security);

(e) clause 30 (Conflict of Interest); and

(f) clause 25.4 (Termination and reduction for convenience).

7.2 The Contractor must provide the Agency with details of the subcontract (excluding pricing) between the Contractor and the Subcontractor within five (5) Business Days after receiving a request from the Agency to provide the subcontract.

7.3 At the Contract Start Date, the Subcontractors identified in the Contract Order Form are approved Subcontractors under this Contract.

7.4 The Contractor must inform its Subcontractors that the Subcontractor's provision of any Deliverables under this Contract may be disclosed publicly.

7.5 Approved Subcontractors will be specified in the Contract Order Form.

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8 Charges8.1 Subject to this clause 8, the Agency will pay to the Contractor the Charges and

Approved Pass-Through Expenses specified in Part E (Charges) and the Contract Order Form for the Deliverables. Charges payable in respect of a Contract will be payable by the Agency subject to the Contractor performing the Contract, including meeting any Milestones and achieving Acceptance of Deliverables by the Agency, which are specified in that Contract.

8.2 The Agency will make payment within 20 Business Days after receipt of a correctly rendered Tax Invoice.

8.3 In the event of a dispute as to whether an amount is payable pursuant to a Tax Invoice, the Agency may withhold the disputed portion pending resolution of that dispute in good faith but will, subject to clauses 8.6 to 8.8 pay the undisputed portion within the period specified in clause 8.1.

8.4 The Charges include all costs and resources required by the Contractor to perform this Contract.

Payment Not Evidence

8.5 The payment of moneys under an invoice is to be taken to be payment on account only and any such payment is not to be taken as evidence against or an admission by the Agency:

8.5.1 that any Deliverables or Charges specified in any invoice have been performed in accordance with this Contract;

8.5.2 of the value of any Deliverables; or

8.5.3 of any Deliverables having been performed in accordance with this Contract.

GST

8.6 All consideration provided under this Contract is exclusive of GST, unless it is expressed to be GST inclusive.

8.7 Where a party (Supplier) makes a taxable supply to another party (Recipient) under or in connection with this Contract, the Recipient must pay to the Supplier an additional amount equal to the GST payable on the supply (unless the consideration for that taxable supply is expressed to include GST). The additional amount must be paid by the Recipient at the later of the following:

8.7.1 the date when any consideration for the taxable supply is first paid or provided; and

8.7.2 the date when the Supplier issues a tax invoice to the Recipient.

8.8 If, under or in connection with this Contract, the Supplier has an adjustment for a supply under the GST Law which varies the amount of GST payable by the Supplier, the Supplier will adjust the amount payable by the Recipient to take account of the varied GST amount. The Supplier must issue an adjustment note to the Recipient within 20 Business Days after becoming aware of the adjustment.

Other GST Matters

8.9 If a party is entitled to be reimbursed or indemnified under this Contract, the amount to be reimbursed or indemnified is reduced by the amount of GST for which there is an entitlement to claim an input tax credit on an acquisition associated with the

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reimbursement or indemnity. The reduction is to be made before any increase under clause 8.7. An entity is assumed to be entitled to a full input tax credit on an acquisition associated with the reimbursement or indemnity unless it demonstrates otherwise before the date the reimbursement or indemnity is made.

8.10 Any reference in this Contract to cost, expense, liability or similar amount (Expense) is a reference to that Expense exclusive of GST (unless that Expense is expressed to be GST inclusive).

9 Contract WarrantiesApplication of general warranties

9.1 The general warranties provided under this clause 9:

9.1.1 will survive the termination or expiry of this Contract; and

9.1.2 are in addition to, do not limit and are not limited by:

(a) any warranties specific to the Deliverables;

(b) warranties associated with Intellectual Property Rights;

(c) any other warranties provided by either party under this Contract; and

(d) the warranties referred to in clause 9.12.

Contractor warranty - Contractor has informed itself

9.2 The Contractor warrants on the Contract Start Date that:

9.2.1 it has and will be deemed to have done everything possible to inform itself fully and completely as to:

(a) the requirements in this Contract;

(b) the Law and the conditions, risks, contingencies and all other factors which may affect the timing, scope, cost or effectiveness of performing this Contract; and

(c) all things necessary for delivery and management of this Contract and the performance of the Contractor's obligations under this Contract;

9.2.2 it enters into this Contract based on its own investigations, interpretations, deductions, information and determinations;

9.2.3 without limiting clause 9.2.2, it does not rely on any representation, warranty, condition or other conduct, information, statement or Document which may have been made by the Agency or any person purporting to act on behalf of the Agency in entering into this Contract, other than an express warranty contained in this Contract;

9.2.4 it has:

(a) the right to enter into this Contract;

(b) full corporate power and authority; and

(c) all rights, title, licences, interests and property necessary,

to lawfully enter into, perform and observe its obligations under this Contract;

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9.2.5 the execution, delivery and performance of this Contract has been duly and validly authorised by all necessary corporate action;

9.2.6 the Contractor’s signing, delivery and performance of this Contract does not constitute:

(a) a violation of any judgment, order or decree;

(b) a material default under any agreement which relates in any way to the provision of Deliverables; or

(c) an event that would, with notice or lapse of time, constitute such a default; and

9.2.7 to the best of its knowledge no Conflict of Interest exists or is likely to arise in the performance of its obligations under this Contract.

Contractor warranty - skill and quality

9.3 The Contractor represents and warrants that it has, and the Contractor Personnel have, and they will both continue to have and to use, the skills, qualifications and experience to provide the Deliverables in a skilful, diligent, responsive, professional, efficient and controlled manner, with a high degree of quality and to a standard that complies with this Contract and meets the Agency's requirements as set out in the Contract Order Form in full.

Contractor warranty - right to grant licences

9.4 The Contractor warrants that it has the right to grant all licences granted pursuant to this Contract.

Contractor warranty - disclosure of proceedings and matters

9.5 The Contractor warrants that it has disclosed in writing to the Agency prior to the Contract Start Date any matter that may affect the Contractor's reputation or the Contractor's capacity or ability to perform and fulfil its obligations under this Contract, including:

9.5.1 any relevant litigation, arbitration, mediation, conciliation, proceeding or investigation that is taking place, pending or threatened (either in Australia or overseas); and

9.5.2 any relevant matters relating to the commercial, technical or financial capacity of the Contractor or of any Subcontractor proposed to be engaged in respect of this Contract, including the existence of any breach, default or alleged breach or default of any agreement, order or award that is binding upon the Contractor.

Contractor warranty - Australian Government policy

9.6 The Contractor warrants on the Contract Start Date that:

9.6.1 it is not named by the Workplace Gender Equality Agency as an employer that is currently not complying with the Workplace Gender Equality Act 2012 (Cth);

9.6.2 it has not had a judicial decision against it (not including decisions under appeal) relating to employee entitlements in respect of which it has not paid the judgment amount; and

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9.6.3 it is not on the Commonwealth's consolidated list of individuals and entities to which terrorist asset freezing applies and none of its Personnel are on, or a member of an entity on, that list,

9.7 The Contractor warrants that it will:

9.7.1 promptly notify and fully disclose to the Agency any event or occurrence actual or threatened during the Contract Period that would materially affect the Contractor's ability to perform any of its obligations under this Contract;

9.7.2 it will comply with the Australian Government's Indigenous Opportunities Policy to the extent that policy applies to this Contract; and

9.7.3 it will comply with its AIP Plan.

Agency warranty - right to enter this Contract

9.8 The Agency warrants that it has the right and authority to enter into this Contract.

Third party warranties

9.9 If the Contractor delivers any item that has been procured from a third party, the Contractor assigns to the Agency, to the extent permitted by Law, the benefits of the warranties given by the third party and will do all things requested by the Agency to enforce those warranties.

9.10 Nothing in clause 9.9 relieves the Contractor of the obligation to comply with warranties offered directly by the Contractor.

Trustee Contractor

9.11 If the Contractor acts as trustee of a trust, in relation to this Contract:

9.11.1 it is liable both personally, and in its capacity as trustee of that trust;

9.11.2 it must not assign, transfer, mortgage, charge, release, waive, encumber or compromise its right of indemnity out of the assets of that trust, but retain and apply such indemnity only towards meeting its obligations under this Contract;

9.11.3 it must not retire, resign nor by act or omission effect or facilitate a change to its status as the sole trustee of that trust; and

9.11.4 it represents and warrants that:

(a) such trust has been duly established and currently exists;

(b) it is the duly appointed, current and only trustee of that trust;

(c) as such trustee it has the power to enter into and perform its obligations under this Contract;

(d) it has an unqualified right of indemnity out of the assets of that trust in respect of its obligations;

(e) conflict of interest and duty affecting it as such trustee (and/or its directors, if any) does not arise, or otherwise is overcome by the terms of the relevant trust deed; and

(f) no breach of the relevant trust deed exists or would arise.

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Effect of warranties

9.12 Nothing in this clause 9:

9.12.1 restricts the effect of any guarantees, conditions or warranties which may be implied by the Competition and Consumer Act 2010 (Cth) or any sale of goods or fair trading legislation; or

9.12.2 limits the Agency's right to take action on the basis of:

(a) the Law that would be applied by the High Court of Australia in respect of a breach of this Contract;

(b) tort; or

(c) any other Statutory cause of action.

9.13 The Contractor acknowledges that the Agency is entering into this Contract in reliance on the warranties given by the Contractor in this clause 9 and the Contractor's response to a RFQ.

10 RelationshipGeneral obligations of the parties

10.1 Each party must:

10.1.1 diligently perform its obligations under this Contract; and

10.1.2 work together in a collaborative manner in good faith.

10.2 The Contractor must:

10.2.1 comply with any reasonable directions given by the Agency in respect of this Contract; and

10.2.2 provide all reasonable assistance required by the Agency, provided that the assistance requested is consistent with the Contractor's obligations under this Contract.

10.3 If requested by the Agency, the Contractor must participate in any special forums or meetings, at the Contractor's own expense, in relation to the operation of this Contract.

Limitation of relationship

10.4 This Contract does not create a relationship of employment, agency or partnership between the parties or their respective Personnel.

10.5 The parties must not represent themselves, and must ensure that their Personnel 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.

10.6 The Contractor must clearly identify itself as a contractor to the Agency when communicating through telephone, facsimile, email or any other method in the course of performing this Contract.

Contractor's responsibilities

10.7 The Contractor is responsible for all wages, salaries and other payments to Contractor Personnel and must fully comply with all relevant Laws and other Commonwealth of Australia requirements in relation to Contractor Personnel including labour and industrial relations Laws and those relating to working

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conditions, salary, wages, the payment of any relevant Tax, superannuation, 'pay as you go' or other income Tax remissions and any other amounts, remissions allowances including those under any industrial awards or agreements relevant to this Contract. Upon request, the Contractor must demonstrate that it has complied with these obligations.

10.8 Without limiting clause 10.7, the Contractor must:

10.8.1 comply with all applicable Laws and other requirements relating to the security of payments that are due to persons;

10.8.2 ensure that payments made by the Contractor, including to Subcontractors, are made in a timely manner; and

10.8.3 as far as practicable, ensure that disputes about any payments, whether to Subcontractors or Contractor Personnel, are resolved in a reasonable, timely and cooperative way.

11 Contract AdministrationRepresentatives

11.1 The Contractor Representative is responsible for administration of this Contract for the Contractor. The Agency Representative is responsible for administration of this Contract for the Agency.

11.2 The Contractor Representative will be identified in the Contract Order Form.

11.3 The Agency Representative will be identified in the Contract Order Form.

11.4 The Contractor Representative and the Agency Representative may each delegate their functions, or authorise that their functions be carried out on their behalf (including by a third party). The Contractor or the Agency, as appropriate, will notify the other party of any such delegation or authorisation.

12 Reporting and Policies and Procedures ManualReporting to the Agency

12.1 At no cost to the Agency, the Contractor must report to the Agency as specified in the relevant Module and the Contract Order Form.

12.2 The Contractor must promptly provide additional information in respect of this Contract as the Agency may reasonably request from time to time.

12.3 A copy of each report provided under this Contract must be given to Finance.

12.4 Without limiting clause 17, Intellectual Property Rights in all reports provided under this Contract will vest in the Agency absolutely upon creation.

12.5 Subject to the Contractor complying with confidentiality obligations to the Agency, the Agency grants to the Contractor an irrevocable, non-exclusive, world-wide, paid-up licence to hold, use, reproduce, modify, display and sublicence the Intellectual Property Rights in the reports for its own purposes at the Contractor's own risk. The Agency is not liable in respect of any Loss caused by the Contractor's exercise of the licence in this clause 12.5 and the Contractor releases and indemnifies the Agency in respect of any such Loss.

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Policies and Procedures Manual

12.6 The Contractor must develop and maintain a Policies and Procedures Manual, which details all aspects of the Contractor's provision of the Deliverables and such other information specified in the Contract Order Form.

12.7 The Contractor must provide the Policies and Procedures Manual to the Agency for the Agency's Acceptance within 60 Business Days after the Contract Start Date and each anniversary of the Contract Start Date during the Contract Period.

13 Circumstances Beyond Control13.1 If the Contractor is prevented from performing its obligations under this Contract due

to circumstances beyond the Contractor’s reasonable control (for example acts of God, natural disasters, acts of war, riots and strikes outside that party’s organisation), the Contractor must give Notice of such circumstances to the Agency Representative (and providing a copy to the Finance Representative) as soon as possible, identifying the specific effect those circumstances will have on its performance of this Contract.

13.2 The Contractor must make all reasonable efforts to minimise the effects on this Contract of circumstances beyond the Contractor’s reasonable control.

13.3 If the Contractor is prevented from performing its obligations under this Contract due to circumstances beyond the Contractor’s reasonable control, the Agency Representative may approve an extension of time for the Contractor to perform the affected obligations, provided that the Contractor has given the Agency Representative all information or evidence required to demonstrate that the Contractor's performance under this Contract is affected and that the Contractor has otherwise complied with this clause 13 and notified Finance.

14 Step-in RightsIssue of Step-In Notice

14.1 Without prejudice to any other right or remedy which an Agency may have under a Contract or under any Law, if a Trigger Event occurs an Agency may, at its option, give a Notice (Step-In Notice) to the Contractor. The Agency must provide a copy of any Step-in Notice given under this clause 14.1 to Finance.

14.2 For the purposes of this clause 14, a Trigger Event occurs if:

14.2.1 any default or non-performance by the Contractor under a Contract which substantially prevents, hinders, degrades or delays the performance of any critical function of the relevant Agency;

14.2.2 in the Agency's reasonable opinion there has been substantial non-performance by the Contractor of its obligations under the Contract;

14.2.3 the Contractor does not commence to remedy the relevant event immediately after being given notice by the Agency Representative requiring the Contractor to remedy the relevant event or fails to remedy the relevant event within 20 Business Days (or such longer period as agreed by the Agency) after being given that notice;

14.2.4 the Contractor seeks to terminate a Contract other than in accordance with its legal rights under the Contract or at Law, or otherwise repudiates or abandons a Contract; or

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14.2.5 an event referred to in clause 25.2 or clause 25.3 occurs in respect of the Contractor.

Upon issue of Step-In Notice

14.3 Upon the issue of a Step-In Notice to the Contractor:

14.3.1 the Agency, after notifying Finance in writing, may take control of that part or the whole of the provision of Deliverables under the affected Contract as is necessary to exercise the Step-In Rights under this clause and to remedy the Trigger Event;

14.3.2 the Agency may procure Similar Deliverables for the affected Agencies elsewhere or make any other arrangements considered necessary by Finance to maintain continuity of operations;

14.3.3 the Contractor agrees to provide all reasonable assistance to the Agency or its nominee wherever and however reasonably possible to ensure that the Agency is able to take the steps permitted under this clause 14, including by:

(a) the grant of royalty-free licences to the Agency to:

(i) access the relevant part of the Contractor facilities and use the Contractor's equipment, furnishings and fittings; and

(ii) use any Documentation and software, including Intellectual Property Rights in that Documentation and software, or other Material or intellectual property in respect of which the Contractor has the necessary ownership or usage rights, needed for the exercise of the Agency's rights under this clause 14;

(b) providing the Agency or its nominee with access to, and the use of, relevant Contractor Personnel for no additional Charges; and

(c) ensuring that the Agency or its nominee is able to assist the Contractor to continue to meet the Contractor's ongoing contractual or other obligations (other than obligations arising under the Contract) that relate to the Contractor's activities affected by the Step-In Notice, without any liability accruing to the Agency or its nominee in respect of those obligations (but without limitation to clause 14.14).

14.4 The steps which the Agency will be entitled to take in assuming control of the provision of the part or the whole of the Deliverables, pursuant to this clause 14 include:

14.4.1 temporarily assuming total or partial possession, management and operation of those parts of the Contractor's facilities which may be relevant to ensure the provision of the Deliverables, or to remedy the Trigger Event;

14.4.2 such other steps as are, in the reasonable opinion of the Finance Representative, necessary to safeguard the provision of the Deliverables as required by the relevant Contract(s), or to remedy the Trigger Event; and

14.4.3 ceasing the exercise of any of its rights referred to above, to the extent and for the period reasonably necessary as determined by the Agency having regard to the Trigger Event giving rise to the relevant Step-In Notice.

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14.5 Upon the Agency or its nominee exercising any of its rights under this clause 14, the Contractor's obligations under the relevant Contract to provide the Deliverables, or in respect of which the Agency is exercising its rights under this clause, are suspended to the extent and for such period as is necessary to permit the Agency to exercise those rights.

Cost of exercising Step-In Rights

14.6 If the Agency exercises its rights under this clause 14, the Agency will be entitled to retain from the Charges an amount equal to its or its nominee's reasonable costs and any necessary capital expenditure (Reasonable Costs) required in exercising those rights and, where appropriate, providing the relevant Deliverables.

14.7 If the Reasonable Costs calculated in accordance with clause 14.6 exceed the Charges payable under the affected Contract(s), Finance or its nominee may recover from the Contractor the difference between the Reasonable Costs and the Charges that would otherwise have been payable to the Contractor for those Deliverables.

14.8 The Charges payable by the affected Agency (or Agencies) to the Contractor during the period in which Finance exercises its rights under this clause 14 will be the amount payable under the relevant Contract(s), after taking into account any rights Finance may have to set off, retain or recover the Charges including under clauses 14.6 and 14.7.

Cessation of Step-In Rights

14.9 The Agency must cease to exercise its rights under this clause 14 if:

14.9.1 in its reasonable opinion, the Trigger Event is satisfactorily remedied or resolved; and

14.9.2 the Agency is reasonably satisfied that there is no longer a material risk to the provision of the Deliverables under the affected Contract.

Termination by the Agency

14.10 If the event giving rise to the Trigger Event has not been remedied or resolved within a period of 20 Business Days from the date that the Step-In Notice was issued, or such later date for remedy or resolution agreed to by the Agency and the Contractor, the Agency, after notifying Finance in writing, may terminate this Contract in accordance with clause 25.

14.11 Subject to the Contractor's right to receive any payments to be made under clause 14.8, if the Contract is terminated in the circumstances referred to in clause 14.10, the Contractor is not entitled to any termination compensation or payment whatsoever, including any payment in relation to the remaining period of the Contract.

Indemnity

14.12 Subject to clause 14.14, the Contractor indemnifies Finance and affected Agencies against any Loss that Finance and affected Agencies incurs or suffers as a result of exercising its Step-In Rights in accordance with this clause 14.

Other matters

14.13 No action of Finance or its nominee under this clause 14 limits or otherwise affects the Contractor's liability to an Agency with respect to any default or non-performance by, or other liability of, the Contractor under the relevant Contract(s).

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14.14 Subject to clause 14.6, the Contractor's liability under clauses 14.12 and 14.13 will be reduced proportionately to the extent that any tortious (including negligent), unlawful act or omission of Finance or an Agency (or their nominees) caused or contributed to the Loss.

15 Books and RecordsMaintenance of records

15.1 The Contractor must at all times maintain full, true, accurate and up-to-date accounts and records relating to this Contract. Such accounts and records must:

15.1.1 include appropriate audit trails for transactions performed;

15.1.2 record all receipts and expenses in relation to the provision of Deliverables;

15.1.3 record all other matters on which the Contractor is required to report by this Contract;

15.1.4 be kept in a manner that permits them to be conveniently and properly audited, and enables the Charges and Approved Pass-Through Expenses to be determined;

15.1.5 comply with any applicable Australian Accounting Standards; and

15.1.6 be made available to the Agency as required for monitoring and reviewing the performance of the Contractor’s obligations under this Contract including being available for audit and access in accordance with clause 16.

Subcontractor requirements

15.2 The Contractor must retain, and require its Subcontractors to retain, securely for a period of seven years after termination or expiration of this Contract, whichever is later, all accounts and records referred to in clause 15.1.

Survival

15.3 This clause 15applies for the Contract Period and for a period of seven years after the termination or expiry of this Contract.

Archival requirements

15.4 The Contractor agrees to comply with any reasonable directions from the Agency with respect to any applicable Commonwealth, State or Territory Laws relating to archival requirements.

Costs

15.5 The Contractor must bear its own costs of complying with this clause 15.

16 Audit and Access

Note: It is intended that Finance and Agency will align any audits and that Finance will be the lead Agency in relation to any audit.

Right to conduct audits

16.1 The Agency, or a person or organisation nominated by the Agency (Authorised Investigator), may during Business Hours, on reasonable notice and with Finance's

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written approval, conduct audits relevant to the performance of the Contractor's obligations under this Contract. Audits may be conducted of:

16.1.1 the Contractor's operational practices and procedures as they relate to this Contract;

16.1.2 the Charges and the accuracy of the Contractor’s invoices and reports in relation to the provision of Deliverables under this Contract;

16.1.3 the Contractor's compliance with its confidentiality, privacy and security and other obligations under this Contract;

16.1.4 Material (including accounts and records) in the possession of the Contractor relevant to the Deliverables or this Contract; and

16.1.5 any other matters reasonably determined by the Agency to be relevant to the operations and the performance of the Deliverables or this Contract excluding Contractor Proprietary Information.

Access by the Agency

16.2 The Authorised Investigator, may during Business Hours and on giving reasonable Notice to the Contractor:

16.2.1 access the premises of the Contractor (including any Location from which work under this Contract is Performed); and

16.2.2 inspect and copy relevant Documents, books and records, however stored, in the possession, custody or control of the Contractor or its Personnel

for the purposes of this clause 16.

16.3 The Authorised Investigator must comply with the Contractor's Security Plan whilst on the Contractor's premises.

16.4 The Contractor must comply with any request from the Agency, as applicable, for the Contractor to:

16.4.1 give the Authorised Investigator copies of Documents, books, records and information referred to in clause 16.2 in a data format and storage medium accessible by the Authorised Investigator; and

16.4.2 provide assistance in respect of any inquiry into or concerning this Contract. For this purpose, an inquiry includes any administrative or Statutory review, audit or inquiry (whether within or external to the Agency organisation), any request for information directed to the Agency, and any inquiry conducted by Parliament or any Parliamentary committee, the Australian Information Commissioner, the Freedom of Information Commissioner or the Privacy Commissioner or, if the Agency is a State Agency, to the equivalent office holders in that State or Territory.

Conduct of audit and access

16.5 The Contractor must provide:

16.5.1 access to the computer hardware and software of the Agency;

16.5.2 access to its computer hardware and software used in providing the Deliverables to the extent necessary for the Authorised Investigator to exercise its rights under this clause 16; and

16.5.3 the Authorised Investigator with any reasonable assistance requested by the Authorised Investigator or to use that hardware and software.

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16.6 The Authorised Investigator must use reasonable endeavours to ensure that:

16.6.1 audits performed pursuant to clause 20.1; and

16.6.2 the exercise of the rights granted by this clause 16,

do not unreasonably delay or disrupt in any material respect the Contractor's performance of its obligations under this Contract.

Costs

16.7 Subject to clause 20.9, each party must bear its own costs of all inspections, access and audits.

16.8 If the Contractor is able to substantiate that it has incurred direct expenses in the exercise by the Agency of the rights granted under this clause 16 which, having regard to the value of this Contract, are substantial, the Agency and the Contractor will negotiate an appropriate and reasonable reimbursement. Any reimbursement must not be greater than the direct expenses incurred and substantiated, and will not be payable if the audit reveals failures by the Contractor to comply with this Contract.

Auditor-General, Australian Information Commissioner, Privacy Commissioner and Ombudsman

16.9 The rights of the Agency under this clause 16 apply equally to the Auditor-General, the Australian Information Commissioner, the Freedom of Information Commissioner, the Privacy Commissioner and the Ombudsman or a delegate of any of the above-listed persons for the purpose of performing the Auditor-General's, the Australian Information Commissioner, the Freedom of Information Commissioner's, the Privacy Commissioner's or Ombudsman's Statutory functions or powers or, if the Agency is a State Agency, to the equivalent office holders in that State or Territory (each an Authorised Investigator).

Contractor to comply with Authorised Investigator's requirements

16.10 The Contractor must do all things necessary to comply with the requirements of an Authorised Investigator, notified under clause 20.3Error: Reference source not found, provided such requirements are legally enforceable and within the power of the Authorised Investigator.

No restriction

16.11 Nothing in this Contract reduces, limits or restricts in any way any Statutory function, power, right or entitlement of an Authorised Investigator. The rights of the Agency under this clause 16 are in addition to any other Statutory power, right or entitlement of an Authorised Investigator.

No reduction in responsibility

16.12 The requirement for, and participation in, audits does not in any way reduce the Contractor's responsibility to perform its obligations in accordance with this Contract.

Consequences of audit

16.13 The Contractor must promptly take, at no additional cost to the Agency, corrective action to rectify any error, non-compliance or inaccuracy identified in any audit relating to the way the Contractor has performed its obligations under this Contract.

16.14 If an audit reveals any overcharging, the Contractor must:

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Survival

16.15 This clause 16 applies for the Contract Period and for a period of seven years after the termination or expiry of this Contract.

17 Intellectual Property RightsIntellectual Property Rights in New Material

17.1 Unless specified otherwise in a Contract Order Form and subject to this clause 17, Intellectual Property Rights in any New Material vest in the Contractor absolutely upon creation. Intellectual Property Rights in any reports required under this Contract will vest in the Agency absolutely upon creation.

Note: To be determined by Agency after risk assessment.

17.2 The Contractor grants to the Agency an irrevocable, perpetual, non-exclusive, world-wide, paid-up licence to hold, use, execute, reproduce, upload, display, perform and sublicense that New Material and to alter, enhance, and produce derivative works from that New Material for use by the Agency but not to exploit that New Material for commercial purposes.

17.3 To the extent any New Material incorporates or is delivered in conjunction with Existing Material:

17.3.1 Intellectual Property Rights in that Existing Material are retained by the owner of those Intellectual Property Rights absolutely; and

17.3.2 in respect of Intellectual Property Rights in the Existing Material as and to the extent incorporated in New Material, the Contractor grants to (or must acquire for where the Intellectual Property Rights in the Existing Material are owned by a third party) the Agency an irrevocable, perpetual, non-exclusive, world-wide, paid-up licence to hold, use, execute, reproduce, display, perform and sublicense that Existing Material as part of the relevant New Material, and to alter, enhance, and produce derivative works from that Existing Material as a whole for use by the Agency provided that the Agency must not exploit the Existing Material for commercial purposes.

17.4 On the expiration or termination of this Contract, the Contractor must deliver to the Agency copies of all New Material and any data relevant to that New Material or the Agency held by the Contractor or under its control, in a format that the Agency can use.

17.5 The Contractor must ensure that, to the extent it has control of the Agency's Confidential Information, it is used, copied, supplied or reproduced only for the purposes of this Contract in accordance with clause 18.1.

Intellectual Property warranty

17.6 Unless specified otherwise in a Contract Order Form in a manner that provides protection to the Agency, the Contractor warrants that:

17.6.1 the Deliverables, and use of those Deliverables, will not infringe the Intellectual Property Rights or Moral Rights of any person; and

17.6.2 it has the necessary rights to grant the licences required by this clause 17.

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Remedy for breach of Intellectual Property warranty

17.7 If someone claims, or the Agency reasonably believes that someone is likely to claim, that all or part of the Deliverables infringe their Intellectual Property Rights or that use of the Deliverables infringes their Moral Rights, the Contractor must, in addition to the indemnity under clause 24.1.5 and to any other rights that the Agency may have against it, promptly, at the Contractor's expense:

17.7.1 secure the rights for the Agency to continue to use the affected Deliverables free of any claim or liability for infringement; or

17.7.2 replace or modify the affected Deliverables so that the Deliverables or the use of them does not infringe the Intellectual Property Rights or Moral Rights of any person in a way that does not degrade the performance or quality of the affected Deliverables.

Moral Rights

17.8 To the extent permitted by applicable Laws, the Contractor must ensure that each of the Personnel used by the Contractor in the production or creation of the New Material gives a genuine consent in writing, in a form acceptable to the Agency, to the use of the New Material for the Specified Acts, even if such use would otherwise be an infringement of their Moral Rights.

Specified Acts

17.9 In this clause 17, Specified Acts means:

17.9.1 not attributing the authorship, or falsely attributing the authorship, of any New Material, or any content in the New Material (including without limitation literary, dramatic, artistic works and cinematograph films within the meaning of the Copyright Act 1968 (Cth));

17.9.2 materially altering the style, format, colours, content or layout of the New Material and dealing in any way with the altered New Material;

17.9.3 reproducing, communicating, adapting, publishing or exhibiting any New Material; and

17.9.4 adding any additional content or information to the New Material.

18 ConfidentialityDisclosure of Confidential Information

18.1 Subject to clause 18.6, a party must not, without prior consent from the other party, disclose any Confidential Information of the other party to a third party.

18.2 In giving consent to the disclosure of Confidential Information, a party may impose such conditions as it thinks fit, and the other party must comply with those conditions if it proceeds to make the disclosure.

Written undertakings

18.3 Each party must take all reasonable steps to ensure that, subject to clause 18.6, its Personnel engaged to perform work under this Contract do not disclose Confidential Information of the other party obtained during the course of performing such work.

18.4 Unless specified otherwise in a Contract Order Form, a party may at any time request the other party to arrange for any of its Personnel to whom information may be disclosed pursuant to clauses 18.6.1, 18.6.2 or 18.6.3 (other than a person

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employed under the Public Service Act 1999 (Cth) or, where the Agency is a State Agency, the equivalent legislation)) to give a written undertaking in the form set out at Schedule 1 - Attachment 2 (Deed of Confidentiality) to the Head Agreement.

18.5 If a party receives a request under clause 18.4, it must promptly arrange for all such undertakings to be given and must provide copies to the other party.

Exceptions to obligations

18.6 The obligations of the parties under this clause 18 will not be taken to have been breached to the extent that Confidential Information:

18.6.1 is disclosed by a party to its Personnel solely in order to comply with obligations, or to exercise rights, under this Contract;

18.6.2 is disclosed to a party's internal management Personnel, solely to enable effective management or auditing of Contract-related activities;

18.6.3 is shared by the Agency within the Agency or with another Agency including Finance, if this serves the Commonwealth's or the Agency's legitimate interests;

18.6.4 is disclosed by the Agency to the responsible minister and his or her advisers;

18.6.5 is disclosed by the Agency in response to a request from a House or a Committee of the Parliament of the Commonwealth, or from a State or Territory Parliament or Assembly if the Agency is a State or Territory Agency;

18.6.6 disclosure is authorised or required by Law, including under this Contract, under a licence or otherwise, to be disclosed; or

18.6.7 is in the public domain otherwise than due to a breach of this clause 18.

Obligations on disclosure

18.7 A party that discloses Confidential Information to another person must:

18.7.1 if the disclosure is pursuant to clause 18.6.1 or:

(a) inform the receiving person that the information is Confidential Information; and

(b) not provide the information unless the receiving person agrees to keep the information confidential and agrees, if requested, to provide a written confidentiality undertaking; or

18.7.2 if the disclosure is pursuant to clauses 18.6.3, 18.6.4, 18.6.5 or 18.6.6, inform the receiving party that the information is Confidential Information.

No reduction in privacy obligations

18.8 Nothing in clauses 18.1 to 18.7 limits any obligation which either party may have under Statute including under the Privacy Act, Part 13 of the Telecommunications Act 1997 (Cth), under any applicable State or Territory privacy legislation, or under a contract, in relation to the protection of personal information.

Announcements

18.9 Subject to clause 18.10, the Contractor must not make a Public Announcement in relation to this Contract unless it has the Agency's written agreement.

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18.10 The Contractor is not required to obtain the Agency's written consent to make a Public Announcement if the Public Announcement is required by Law or a regulatory body (including a relevant stock exchange).

18.11 If the Contractor is required by Law or a regulatory body to make a Public Announcement, the Contractor must:

18.11.1 limit the Public Announcement to the extent required by the relevant Law or regulatory body; and

18.11.2 to the extent practicable, first consult with and take into account the reasonable requirements of the Agency and Finance(as applicable).

19 PrivacyPersonal Information

19.1 This clause 19 applies only where the Contractor deals with Personal Information when, and for the purpose of, providing the Deliverables under this Contract. Nothing in clause 19 derogates from clauses 18 or 20.

19.2 The Contractor must:

19.2.1 use or disclose Personal Information obtained during the course of performing the Services under Contract, only for the purposes of this Contract;

19.2.2 not do any act, or engage in any practice that would breach an Australian Privacy Principle, or which if done or engaged in by an Agency, would be a breach of that Australian Privacy Principle by an Agency;

19.2.3 not use or disclose Personal Information, or engage in an act or practice that would breach an Australian Privacy Principle or an APP Code, unless:

(a) in the case of an Australian Privacy Principle or an APP Code, if the activity or practice is engaged in for the purpose of discharging, directly or indirectly, an obligation under this Contract, and the activity or practice is inconsistent with the Australian Privacy Principle or APP Code;

(b) notify individuals whose Personal Information is held by the Contractor or Subcontractor, as the case may be, of the complaints mechanism outlined in the Privacy Act that may apply to the Contractor;

(c) disclose in writing to any person who asks, the content of the provisions of this Contract (if any) that are inconsistent with an Australian Privacy Principle or an APP Code binding a Party to this Contract;

(d) carry out and discharge the obligations contained in the Australian Privacy Principles as if it were an Agency under the Privacy Act; and

(e) ensure that any Contractor Personnel who are required to deal with Personal Information for the purposes of this Contract, are made aware of the obligations of the Contractor as set out in this clause 19.

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19.3 The Contractor must promptly notify the Agency Representative if the Contractor:

19.3.1 becomes aware of a breach or possible breach of any of the obligations contained in, or referred to in this clause 19, whether by the Contractor or a Subcontractor;

19.3.2 becomes aware that a disclosure of Personal Information may be required by Law; or

19.3.3 receives a request or an inquiry from the Privacy Commissioner, or from any individual to whom any Personal Information held by the Contractor or Subcontractors relates, in respect of Personal Information.

19.4 The Contractor must ensure that all Subcontracts entered into for the purposes of fulfilling its obligations under this Contract contain provisions to ensure that each Subcontractor has the same awareness and obligations as the Contractor has under this clause 19, including the requirement in relation to Subcontracts.

19.5 In this clause 19, the term "Agency" "has the same meaning as it has in section 6 of the Privacy Act.

20 Security20.1 The Contractor must:

20.1.1 comply with any security requirements specified in the Contract Order Form (including those contained in the PSPF and the ISM) and as otherwise notified by the Agency to the Contractor from time to time; and

20.1.2 ensure that its officers, employees, agents and Subcontractors are aware of and comply with the Agency's security requirements in respect of the Deliverables, including having and maintaining appropriate Personnel security clearances.

20.2 The Contractor must:

20.2.1 comply with the requirements of the PSPF and the ISM, as amended from time to time;

20.2.2 ensure that its officers, employees, agents and Subcontractors undertake any security checks, clearances or accreditations as required by the Agency; and

20.2.3 notify the Agency of any changes to circumstances which may affect the Contractor’s capacity to provide the Deliverables in accordance with the Agency's security requirements.

21 Unconditional Financial Undertaking21.1 If an Agency determines that it requires an Unconditional Financial Undertaking that

is specific to this Contract, in addition to any Unconditional Financial Undertaking the Contractor has provided under the Head Agreement, the Agency must have approval in writing from the Finance Representative prior to specifying its requirements in a Contract Order Form.

21.2 If specified in the Contract Order Form, the Contractor must, on or before the Contract Start Date (or other date as agreed by the parties in a Contract Order Form), provide the Agency Representative with an executed Unconditional Financial

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Undertaking substantially in the form of Schedule 1 - Attachment 4 (Unconditional Financial Undertaking) to the Head Agreement.

21.3 If the Contractor does not comply with any of its obligations under this Contract, the Agency may call on the Unconditional Financial Undertaking without notice to the Contractor.

21.4 If the Agency calls on the Unconditional Financial Undertaking in accordance with clause 21.3, then no later than five (5) Business Days after the Agency gives the Contractor a Notice asking for it, the Contractor agrees to deliver to the Agency, a replacement or additional Unconditional Financial Undertaking.

21.5 If the Agency does not call on the Unconditional Financial Undertaking, the Agency will return the Unconditional Financial Undertaking, within six months after expiry or termination of this Contract.

22 Performance Guarantee

Note: The Agency will determine the need for a Performance Guarantee based on its risk assessment. Note that Finance is likely to require all Performance Guarantees and Unconditional Financial Undertakings to be managed by Finance.

22.1 If an Agency determines that it requires a Performance Guarantee that is specific to this Contract, in addition to any Performance Guarantee the Contractor has provided under the Head Agreement, the Agency must have approval in writing from the Finance Representative prior to specifying its requirements in a Contract Order Form.

22.2 If specified in the Contract Order Form, the Contractor must, on or before the Contract Start Date or other date agreed by the parties in a Contract Order Form, provide the Agency Representative with an executed Performance Guarantee substantially in the form of Schedule 1 - Attachment 4 (Performance Guarantee and Indemnity) of the Head Agreement unless otherwise requested by an Agency.

23 Liability23.1 The liability of a party for breach of this Contract, or in tort, or for any other common

law or Statutory cause of action arising out of the operation of this Contract will be determined under the relevant Law in Australia that is recognised, and would be applied, by the High Court of Australia.

Liability Cap

23.2 Subject to clause 23.3, the Contractor's liability under clause 24.1 or for breach of this Contract in equity, tort including negligence or Statute for any Loss is capped as specified in the Contract Order Form (Liability Cap).

23.3 Unless specified otherwise in a Contract Order Form, the Liability Cap does not apply to any Loss arising out of:

23.3.1 personal injury (including sickness or death of a person);

23.3.2 loss of, or damage to, tangible property;

23.3.3 any breach of Intellectual Property Rights, confidentiality, privacy, or breach of any personnel or data security obligations in this Contract or at Law;

23.3.4 any breach of any Statute, fraud or any unlawful act or omission; or

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23.3.5 liability for Taxes (and any related penalties or interest) in respect of this Contract payable by the Contractor or payable by the Agency but recoverable from the Contractor.

Note: The liability cap will depend on the Agency risk assessment.

23.4 The liability of a party for Loss sustained by the other party will be reduced proportionately to the extent that such Loss has been caused by:

23.4.1 the other party's failure to comply with its obligations and responsibilities under this Contract; or

23.4.2 the negligent act or omission of the other party,

regardless of whether a claim is made by the other party for breach of Contract or for negligence.

23.5 To the extent permitted by Law, notwithstanding any other clause in the Contract, other than clause 23.4, neither Party is liable to the other Party for breach of the Contract, or in tort (including negligence), or for any other common law, equitable or Statutory cause of action arising out of, or in connection with, the operation of the Contract (including under an indemnity) for:

23.5.1 punitive or exemplary damages of any kind;

23.5.2 loss of goodwill, loss of savings, business profits, revenue or opportunity arising out of, or in connection with, the Contract; or

23.5.3 consequential or indirect Losses, meaning (to the extent not otherwise specifically excluded in this clause 23.5) Losses such as may reasonably be supposed to have been in the contemplation of both Parties, at the time they entered into the Contract, as the probable result of breach of the Contract, but not including Losses such as may fairly and reasonably be considered as arising naturally (that is according to the usual course of things) from the relevant breach of the Contract. For the avoidance of doubt clause 23.5.3 excludes consequential or indirect Losses within the meaning of the second limb of Hadley v Baxendale (1854) 9 Ex 341.

24 IndemnityContractor's indemnity

24.1 Subject to clause 23, and unless specified otherwise in a Contract Order Form, the Contractor indemnifies the Agency and Agency Personnel (Indemnified Persons) in respect of any direct Loss suffered or incurred by an Indemnified Person which is caused by or arises from:

24.1.1 any breach of this Contract by the Contractor or Contractor Personnel, including a breach in respect of which the Agency exercises an express right to terminate this Contract;

24.1.2 without limiting clause 24.1.1, any breach of any of the obligations of the Contractor or a Subcontractor under or in respect of clauses 18, 19 or 20;

24.1.3 any breach of any Statute by the Contractor or Subcontractor in the performance of this Contract;

24.1.4 any negligent or unlawful act or omission of the Contractor or Contractor Personnel in the performance of this Contract; or

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24.1.5 a claim made by a third party arising out of or in connection with an allegation that any Deliverables (including the use of any Deliverables by the Indemnified Persons) infringes the Intellectual Property Rights or Moral Rights of the third party,

24.2 The indemnity for Loss suffered or incurred by an Indemnified Person will be reduced proportionately to the extent that such Loss has been caused by:

24.2.1 the Indemnified Person's failure to comply with its obligations and responsibilities under this Contract; or

24.2.2 the negligent or unlawful act or omission of the Indemnified Person,

regardless of whether a claim is made by the Indemnified Person for breach of Contract or for negligence.

24.3 For the purposes of clause 24.1.5, an infringement of Intellectual Property Rights includes unauthorised acts which would, but for the operation of section 163 of the Patents Act 1990 (Cth), section 100 of the Designs Act 2003 (Cth), section 183 of the Copyright Act 1968 (Cth) and section 25 of the Circuit Layouts Act 1989 (Cth), constitute an infringement.

Rights not exclusive

24.4 The rights of the Indemnified Persons pursuant to the indemnity in this clause 24 are in addition to, and not exclusive of, any other right, power, or remedy provided by Law, but the Indemnified Persons are not entitled to be compensated in excess of the amount of the relevant Loss they have incurred.

Indemnified Person's obligations

24.5 If an Indemnified Person wishes to enforce an indemnity under clause 24.1, it must:

24.5.1 give written Notice to the Contractor promptly;

24.5.2 subject to the Contractor agreeing to comply at all times with clause 24.6 if the Indemnified Person is subject to the Legal Services Directions, permit the Contractor, at the Contractor's expense, to handle all negotiations for settlement and, as permitted by Law, to control and direct any settlement negotiation or litigation that may follow; and

24.5.3 in the event that the Contractor is permitted to handle negotiations or conduct litigation on behalf of an Indemnified Person, under clause 24.5.2 and at the Contractor's cost, provide all reasonable assistance to the Contractor in the handling of any negotiations and litigation.

Contractor's obligations

24.6 If the Contractor is permitted to handle negotiations or conduct litigation on behalf of an Indemnified Person that is subject to the Legal Services Directions, the Contractor must:

24.6.1 comply with applicable government policy and obligations relevant to the conduct of the litigation and any settlement negotiation (including the Legal Services Directions) and any direction issued by the Attorney-General to the Commonwealth or delegate;

24.6.2 keep the Indemnified Person and the Agency (and Finance, at the Agency's request) informed of any significant developments relating to the conduct of the defence or settlement of any claim;

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24.6.3 provide to the Indemnified Person and the Agency (and Finance, at the Agency's request) all information and Documents reasonably requested by the Indemnified Person or the Agency, to enable the Indemnified Person or the Agency to ascertain whether the defence or settlement by the Contractor of any claim is being conducted in accordance with applicable government policy and obligations including the Legal Services Directions (including any requirements relating to legal professional privilege and confidentiality); and

24.6.4 comply with any conditions imposed by the Indemnified Person or the Agency (including any condition requiring the provision of an Unconditional Financial Undertaking or other financial undertaking).

Disputes regarding Intellectual Property Rights

24.7 The Contractor is not required to comply with the Legal Services Directions if it is in Dispute with a person other than an Indemnified Person concerning the Intellectual Property Rights subsisting in the Deliverables provided that:

24.7.1 the claim affects Agencies of the Contractor other than the Agency; and

24.7.2 there is no current Dispute with an Indemnified Person in respect of the same subject matter (but if there is a Dispute with another Agency and the Agency is obliged to comply with the Legal Services Directions, the Contractor must also comply).

Rights held on trust

24.8 Where an indemnity in this clause 24.8 provides a benefit to a person who is not a party to this Contract, that benefit will be held on trust for that person by the Agency or the Agency through whom those rights are obtained and that benefit may be exercised by the person as beneficiary under the trust or on their behalf by the Agency as trustee.

Mitigation

24.9 Each party will use all reasonable endeavours to mitigate its Loss, arising under and/or in connection with a breach of this Contract.

25 Termination Termination by the Agency for default

25.1 Without limiting any other rights or remedies the Agency may have against the Contractor arising out of or in connection with this Contract, the Agency may terminate this Contract, effective immediately, by giving Notice to the Contractor (Termination Notice) if:

25.1.1 the Contractor breaches a material provision of this Contract, where that breach is not capable of remedy;

25.1.2 the Contractor breaches any provision of this Contract that is capable of remedy, and fails to remedy the breach within 20 Business Days or such other timeframe as is agreed in writing after receiving Notice requiring it to remedy the breach; or

25.1.3 an event listed in clause 25.3 happens to the Contractor and the Agency reasonably considers that such an event will adversely impact on the Contractor's ability to provide the Deliverables.

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A Notice given under this clause 25.1 must be approved in writing by Finance.

25.2 Without limitation and in addition to those which may be specified in a Contract Order Form, for the purposes of clause 25.1.1, each of the following constitutes a breach of a material provision:

25.2.1 a failure to comply with clauses 3.5 and 3.6 (Approved Third Party Providers);

25.2.2 breach of a warranty in clause 9 except clauses 9.2.2 and 9.2.3 (Contract Warranties);

25.2.3 a failure to comply with clause 17 (Intellectual Property Rights);

25.2.4 a failure to comply with clause 18.1 (Confidentiality);

25.2.5 a failure to comply with clause 19 (Privacy);

25.2.6 a failure to comply with clause 20 (Security); and

25.2.7 a failure to notify the Agency of a Conflict of Interest under clause 30 (Conflict of interest) or an inability to resolve a Conflict of Interest to the reasonable satisfaction of the Agency.

25.3 The Contractor must notify the Agency in writing immediately if one or more of the following occurs:

25.3.1 the Contractor disposes of the whole or any substantial part of its assets, operations or business other than in the ordinary course of business;

25.3.2 the Contractor ceases to carry on business;

25.3.3 the Contractor ceases to be able to pay its debts as they become due;

25.3.4 if the Contractor is a corporation, there is any change in the direct or indirect beneficial ownership or control of the Contractor which may have an adverse effect on the ability of the Contractor to perform its obligations under this Contract;

25.3.5 is the subject of Insolvency Proceedings;

25.3.6 becomes an Insolvent Under Management; or

25.3.7 if the Contractor is a trustee, the trust is terminated or an even occurs for vesting the trust property.

Termination and reduction for convenience

25.4 The Agency may, by Notice, at its absolute discretion, terminate or reduce the scope of this Contract including as a result of a machinery of government change. A Notice given under this clause 25.4 must be approved in writing by Finance.

25.5 If this Contract is terminated or reduced in scope pursuant to clause 25.4:

25.5.1 the Contractor must comply with reasonable directions given by the Agency; and

25.5.2 the Contractor must do everything reasonably possible to mitigate its Loss including by redeploying infrastructure, equipment and Personnel; and

25.5.3 the Agency will only be liable for:

(a) payments under the payment terms specified in the Contract Order Form for work conducted before the effective date of termination or reduction; and

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(b) any other unavoidable costs suffered by the Contractor in direct consequence of a termination or reduction under clause 25.4. unavoidable costs include amortised start-up costs and reasonable wind-down expenses directly related to this Contract if the Contractor substantiates all amounts claimed to the reasonable satisfaction of the Agency Representative; and

25.5.4 except for payments in respect of work conducted to which clause 25.5.3(a) applies, the Contractor will not be not entitled to compensation for Loss including of prospective profits or any other indirect or Consequential Losses.

Termination by Contractor

25.6 The Contractor may only terminate this Contract by issuing a Notice to Terminate in writing where the Agency has:

25.6.1 not paid a properly rendered invoice within the period specified in the Contract Order Form or 120 Business Days after payment was due and payable and the Contractor has notified the Agency in writing of its claim for payment at least 40 Business Days and then 60 Business Days after payment was due; or

25.6.2 breached a material obligation provision (as specified in clause 25.2 or in the Contract Order Form) in this Contract and has failed to remedy the breach within 40 Business Days or such other period agreed by the parties after receiving a Notice requiring it to remedy the breach.

25.7 The Contractor has no right and, to the extent permitted by Law, waives any right which it may otherwise have had to terminate this Contract.

Consequences of termination

25.8 If this Contract is terminated in whole or in part under this clause 25:

25.8.1 subject to the terms of this Contract, the parties are relieved from future performance of this Contract or relevant part of it;

25.8.2 subject to this Contract including the Transition Out Plan, all licences and authorisations relating to or concerning this Contract granted to the Contractor by the Agency terminate immediately despite anything to the contrary contained in the licence or authorisation;

25.8.3 each party must comply with all surviving terms of this Contract and the Transition Out Plan; and

25.8.4 the accrued rights of either party are not affected.

26 Transition Out26.1 The Contractor must perform Transition Out Services in accordance with this

clause 26, the Contract and the Transition Out Plan approved by the Agency to ensure the orderly transition out of the Deliverables. Transition Out Charges will be agreed as part of the agreement of the Transition Out Plan but will be based on the Charges in Schedule 3 - Attachment 2 (Deliverables and Charges).

26.2 The Contractor agrees that:

26.2.1 upon the expiration or earlier termination of this Contract or a reduction in the scope of the Deliverables, the Contractor may be replaced by the

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Agency or another contractor appointed by the Agency to provide Deliverables the same as or similar to the Deliverables;

26.2.2 it is essential for the continuing operation of the Agency and its functions that there be no interruption to the provision of the Deliverables to the Agency as a result of the transition from the Contractor to the Agency or an incoming contractor; and

26.2.3 the Contractor will be required to provide relevant Deliverables in accordance with this Contract until the expiration or earlier termination of this Contract (unless the Agency directs or agrees otherwise).

26.3 If requested in the Contract Order Form, the Contractor must develop and submit to the Agency for approval, a Transition Out Plan in accordance with the Contract Order Form.

26.4 The Contractor must:

26.4.1 perform all activities described in the approved Transition Out Plan;

26.4.2 fully co-operate with the Agency and any incoming contractor and do all tasks and things as may be reasonably necessary to ensure the smooth transition of the provision of the Deliverables from the Contractor to the incoming contractor or the Agency (as the case may be) in a manner which ensures no interruption to the provision of the Deliverables;

26.4.3 work in good faith to resolve any issues arising with the transition from the Contractor to the incoming contractor or the Agency (as the case may be);

26.4.4 comply with all reasonable directions from the Agency Representative, having regard to the requirements of the Agency or the incoming contractor;

26.4.5 take all available steps to protect Material in which Intellectual Property Rights, Confidential Information or personal information of the Agency or its Personnel subsists;

26.4.6 return to the Agency (or such other person as directed by the Agency Representative) all Agency Material, Commonwealth data and other property or information provided by the Agency to the Contractor under or in connection with this Contract in the condition required by this Contract and to the satisfaction of the Agency Representative;

26.4.7 engage in briefings as required by the Agency Representative and the incoming contractor with a view to ensuring that the Agency or incoming contractor have sufficient information to provide the Deliverables or products or services of a similar nature to the Deliverables;

26.4.8 use reasonable endeavours to novate to the Agency, or to any person nominated by the Agency, any Subcontract as required by the Agency Representative on the terms of a novation deed that are reasonably satisfactory to the Agency Representative; and

26.4.9 if any Subcontract is not specific to this Contract, use reasonable endeavours to procure the Subcontractor to enter into a contract with the Agency, or any person nominated by the Agency, as required by the Agency Representative on terms reasonably satisfactory to the Agency Representative.

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27 Variation Variation to a Contract

27.1 Variations to this Contract must be agreed by the parties and, in accordance with clause 4.12 of the Head Agreement approved by Finance before they become effective. Any variations to this Contract which do not accord with clause 4.12 of the Head Agreement will be null and void and the Contractor will be deemed to have waived all rights (if any) to claim any Losses from Finance or the Agency concerned in relation to the amendment.

27.2 The following variation process applies to this Contract.

27.3 The Contractor must not vary this Contract without the Agency's prior written approval. If the Contractor wants to vary or seek to vary this Contract:

27.3.1 the Contractor must request the Agency's approval by providing to the Agency a draft Change Order (using the Change Order Form) setting out the proposed variations and specifying what impact those variations will have on:

(a) the Charges;

(b) the Deliverables;

(c) the Contractor's ability to perform its obligations under this Contract; and

(d) this Contract;

27.3.2 subject to clause 27.4.1 and clause 4.12 of the Head Agreement, within 10 Business Days or such other time period specified in a Contract Order Form after receiving the request or within another period agreed by the parties, the Agency will approve or reject the Contractor's request; and

27.3.3 if the Agency approves the request, the Contractor may seek to vary this Contract in accordance with the change control process set out in this Contract.

27.4 If the Agency wants to vary this Contract:

27.4.1 the Agency will issue the Contractor with a draft Change Order (using the Change Order Form) setting out the proposed variations;

27.4.2 the Contractor will respond to the draft Change Order within 10 Business Days specifying what impact those variations will have on:

(a) the Charges;

(b) the Deliverables;

(c) the Contractor's ability to perform its obligations under this Contract; and

(d) this Contract;

27.4.3 subject to clause 27.5, within 10 Business Days after receiving the Contractor's response under clause 27.3.2, the Agency will notify the Contractor in writing if it intends to proceed with the variation; and

27.4.4 if the Agency elects to proceed with the variation under clause 27.3, the Agency may vary this Contract in accordance with the change control process set out in this Contract.

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27.5 To avoid doubt, the Contractor acknowledges that changes that seek to modify the Contract Terms must be approved by Finance in accordance with clause 4.12 of the Head Agreement.

27.6 All executed Changes Orders must be provided to the Finance Representative.

27.7 If the Contractor seeks to vary pricing for CPI changes, a variation for CPI changes will need to be submitted to Finance. The Contractor will need to substantiate any proposed increases to Finance. Finance will not unreasonably withhold their approval.

28 Notices and other CommunicationsService of Notices

28.1 A Notice must be in written English and signed by:

28.1.1 in the case of a Notice from the Contractor, the Contractor Representative; and

28.1.2 in the case of a Notice from the Agency, the Agency Representative.

28.2 A Notice relating to:

28.2.1 notification of change of its address for the issue of Notices specified in the Contract Order Form;

28.2.2 extension of the Contract Period under clause 2.2;

28.2.3 circumstances beyond control under clause 13;

28.2.4 step in under clause 14;

28.2.5 the conduct of an audit under clause Error: Reference source not found;

28.2.6 additional or replacement Unconditional Financial Undertaking or Performance Guarantee under clauses 21 or 22;

28.2.7 enforcement of an indemnity under clause 24.5;

28.2.8 termination of this Contract under clause 25;

28.2.9 a dispute under clause 29;

28.2.10 a Conflict of Interest under clause 30;

28.2.11 assignment, novation or waiver under clauses 31.4 and 29.5,

is properly given or served by a party if that party:

28.2.12 delivers it by hand; or

28.2.13 posts it by registered post,

to the recipient's address for Notices specified in the Contract Order Form and marked for the attention of the person who at that time is the Representative, in accordance with this Contract, of the party intended to receive it. A PDF copy of the communications referenced in this clause 28.2 may be sent by email as an informal notification of the Notice (in addition to the formal communication sent in accordance with this clause 28.2).

28.3 A party issuing a Notice under this Contract must provide a copy of the Notice to the Finance Representative.

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Deemed receipt

28.4 A Notice or other communication is deemed to be received:

28.4.1 if delivered by hand, when the party which sent the Notice or other communication holds a receipt for it, signed by a person employed by the intended recipient at the physical address for Notices; or

28.4.2 if delivered by registered post, when the party who sent the Notice or other communication holds a receipt for it, signed by a person employed at the physical address for the Notices (referred to by Australia Post as ‘Domestic Delivery Confirmation’).

Formal and informal communications

28.5 The parties wish to distinguish formal communications and informal communications.

28.6 A formal communication is one which complies with the requirements of clauses 28.1 to 28.4. An informal communication is one which does not comply with the requirements of clauses 28.1 to 28.4. Examples of informal communications include:

28.6.1 oral communications, whether made during meetings, discussions, over the phone or otherwise; and

28.6.2 communications sent by email.

28.7 Formal communications will have effect as communications under or in connection with this Contract. Informal communications will not:

28.7.1 be treated as formal communications under or in connection with this Contract; or

28.7.2 affect the parties' rights or obligations under or in connection with this Contract,

and do not vary this Contract and cannot be relied upon.

29 Dispute resolutionNo arbitration or court proceedings

29.1 If a dispute arises in relation to the interpretation, conduct, enforcement or any other aspect of this Contract (Dispute), a party must comply with this clause 29 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 29.

Dispute Notice

29.2 A party claiming a Dispute has arisen must give the other parties to the Dispute (with a copy to Finance) a Notice setting out details of the Dispute.

Parties to resolve Dispute

29.3 During the 10 Business Days after a Notice is given under clause 29.2 (or longer period if the parties to the Dispute agree in writing), each party to the Dispute must use its reasonable efforts through a meeting of CEOs or equivalent (or their nominees) to resolve the Dispute. If the parties cannot resolve the Dispute within that period, they must refer the Dispute to the Agency Representative for further discussions.

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29.4 If the matter remains in Dispute 10 Business Days after referral to the Agency Representative under clause 29.3, the parties must refer the Dispute to a mediator at the request of one of the parties to the Dispute.

Appointment of mediator

29.5 If the parties to the Dispute cannot agree on a mediator within 5 Business Days after a request under clause 29.2, the parties must request the chairperson of LEADR or the chairperson's nominee to appoint a mediator.

Role of mediator and obligations of parties

29.6 The role of the mediator will be to assist in negotiating a resolution of the Dispute. The mediator may not make a decision which is binding on a party to the Dispute unless the party agrees in writing. Unless agreed by the mediator and parties, the mediation must be held within 15 Business Days after the request for mediation in clause 29.2. The parties must attend the mediation and act in good faith to genuinely attempt to resolve the Dispute.

Confidentiality

29.7 Any information or Documents disclosed by a party under this clause 29:

29.7.1 must be kept confidential and are subject to clause 18.1; and

29.7.2 may only be used to attempt to resolve the Dispute.

Costs

29.8 Each party to a Dispute must pay its own costs of complying with this clause 29. The parties to the Dispute must equally pay the costs of any mediator.

Termination of process

29.9 A party to a Dispute may terminate the Dispute resolution process by giving Notice to each other party with a copy to Finance after it has complied with clauses 29.1 to 29.6. Clauses 31.7 and 29.8 survive termination of the Dispute resolution process.

Breach of this clause

29.10 If a party to a Dispute breaches clause 29, the other party does not have to comply with those clauses in relation to the Dispute.

30 Conflict of InterestNotification of a Conflict of Interest

30.1 If, during the performance of this Contract a Conflict of Interest arises, or appears likely to arise, the Contractor must:

30.1.1 notify the Agency and Finance immediately in writing;

30.1.2 make full disclosure of all relevant information relating to the Conflict of Interest; and

30.1.3 take all steps that the Agency reasonably requires the Contractor to take in order to resolve or otherwise deal with the Conflict of Interest.

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31 GeneralApprovals and consents

31.1 Except where this Contract states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Contract.

Costs

31.2 Each party must pay its own costs of negotiating, preparing and executing this Contract.

Further action

31.3 Each 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 those Documents.

Assignment and novation

31.4 A party may only assign its rights or novate its rights and obligations under this Contract (in whole or part) with the prior written consent of the other party and Finance, and this consent must not be unreasonably withheld, except that the Agency may assign its rights or novate its rights and obligations under this Contract to another Agency without obtaining the Contractor's consent if all, or substantially all, of its functions are transferred to another Agency as part of a machinery of government change.

Note: Finance must approve in writing of any potential assignment or novation.

Waiver

31.5 Waiver of any provision of, or right under, this Contract:

31.5.1 must be by Notice from the party entitled to the benefit of that provision or right; and

31.5.2 is effective only to the extent set out in such Notice.

31.6 The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Contract, does not amount to a waiver of any obligation of, or breach of obligation by, the other party.

Severability

31.7 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 that Document will continue in force.

Entire agreement

31.8 The Head Agreement (including all Schedules and Documents incorporated by reference) and this Contract constitute the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

Rights are cumulative

31.9 The rights, powers and remedies provided in this Contract are cumulative and are not exclusive of the rights, powers or remedies provided by Law independently of this Contract.

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Survival

31.10 The following clauses survive the termination and expiry of this Contract:

31.10.1 clause 8 (Charges, Payment and Invoicing);

31.10.2 clause 9 (Contract Warranties);

31.10.3 clause 15 (Books and Records);

31.10.4 clause 16 (Audit and Access);

31.10.5 clause 17 (Intellectual Property Rights);

31.10.6 clause 18 (Confidentiality);

31.10.7 clause 19 (Privacy);

31.10.8 clause 21 (Unconditional Financial Undertaking);

31.10.9 clause 22 (Performance Guarantee);

31.10.10 clause 23 (Liability);

31.10.11 clause 24 (Indemnity);

31.10.12 clause 25 (Termination) in respect of the rights and obligations arising on termination;

31.10.13 clause 26 (Transition Out);

31.10.14 any clauses that are expressed to or which by their nature survive termination or expiry; and

31.10.15 all clauses required to give effect to this clause 31.10 including definitions and interpretation.

Governing Law and jurisdiction

31.11 This Contract is governed by the Laws of the Australian Capital Territory.

31.12 Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory.

32 Agency obligations32.1 The Agency must pay for Deliverables that are delivered in accordance with this

Contract.

32.2 The Agency must use reasonable endeavours to ensure that Agency Personnel do not interfere with the operations, equipment, Material or Personnel of the Contractor's other customers.

32.3 The Agency must comply with all relevant Statutes in its use of the Deliverables, unless the Contractor, Contractor Personnel, Subcontractors or third parties outside the control of the Agency have caused the non-compliance.

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Part B - Module Specific Terms

33 Scope of Deliverables33.1 The Contractor must only provide the ICT Hardware and Associated Services

Deliverables (Deliverables) that the Contractor is entitled to offer specified in this Module 2 – Part D - Deliverables, in accordance with the functional, performance and other requirements and any Contract.

33.2 The Contractor must supply the Deliverables in accordance with the Statement of Requirement established by Finance under the RFT FIN14BPAM2335, and subsequent Statement of Requirement published by Finance f rom t ime to t ime.

33.3 Under the ICT Hardware and Associated Services Panel it is:

33.3.1 mandatory for Non-corporate Commonwealth entities subject to the Public Governance, Performance and Accountability Act 2013 (PGPA Act) entities to purchase ICT Hardware Products in the Desktop PC, Mobile PC, Virtual Desktop Devices and Monitors Categories from the ICT Hardware and Associated Services Panel;

33.3.2 optional for Non-corporate Commonwealth entities to purchase ICT Hardware Products and/or Services in the Centralised Services, Installation Services, Servers and Server Racks Categories from the ICT Hardware and Associated Services Panel; and

33.3.3 optional for Corporate Commonwealth entities subject to the PGPA Act and State and Territory Governments and bodies to use the ICT Hardware and Associated Services Panel for all Categories.

33.4 Finance may, at its discretion, change, add or remove Categories and Deliverables at any time.

34 Role of Finance34.1 As at clause 3 of the Head Agreement, Finance will also:

34.1.1 administer the Product and Service Catalogue in accordance with clause 35; and

34.1.2 oversee the proper performance of the Contracts to ensure that the Commonwealth obtains the collective benefits to which it is entitled under this Module including management of obsolescence and technology change.

Provision of dedicated Personnel

34.2 The Contractor must provide the following Personnel for all queries relating to the ICT Hardware and Associated Services Panel, provision of the Deliverables and support the implementation of this Module.

34.2.1 Account Executive

(a) The role of the Account Executive is to:

(i) perform the functions of an Account Manager if required;

(ii) be the initial escalation point for Finance to escalate issues the Agency may experience with an Account Manager;

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(iii) provide contact details to Finance;

(iv) be available within Business Hours; and

(v) respond to enquiries (excluding request for quote) within 1 Business Day of the enquiry being received.

34.2.2 Account Manager

(a) The role of the Account Manager is to:

(i) provide reports as requested by Finance or Agency;

(ii) provide pricing and quotes as requested by Finance;

(iii) respond to enquiries (excluding request for quote) within 1 Business Day of the enquiry being received.

(iv) provide contact details to Finance and Agency;

(v) be available within Business Hours;

(vi) be the first escalation point for Finance to escalate issues the Agency may experience with the Account Manager’s sales support team;

(vii) process the Contract Order Form within 2 Business Days of the contract being received from the Agency; and

(viii) report progress to the Agency and provide timelines for the Contract Order Form document; and

(ix) provide replacement Contractor Personnel with appropriate security clearances if required by the Agency.

35 Product and Service CatalogueCreation of the Product and Service Catalogue

35.1 The Contractor acknowledges that:

35.1.1 Finance has established, or will publish from time to time, a Statement of Requirement for ICT Hardware and Services to be supplied under the Deliverables in Part D - Deliverables; and

35.1.2 Finance has created, or will create, a Product and Service Catalogue which sets out the Deliverables that the Contractor is entitled to offer to supply to Agencies pursuant to this Module.

35.2 The Product and Service Catalogue will include details of the Deliverables which the Contractor is entitled to supply to Agencies pursuant to this Module, and for each of those Deliverables:

35.2.1 the Specifications;

35.2.2 the product warranty and Defect rectification provisions, including the Warranty Period; and

35.2.3 the applicable Charges.

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35.3 The Contractor grants to Finance a licence to include information about its Deliverables, including Charges, specifications, product warranty and Defect rectification provisions and logos, in the Product and Service Catalogue.

Limitation to use of the Product and Service Catalogue

35.4 As per clause 4.13 of the Head Agreement and with reference to clause 33 of the Contract Terms, the Contractor must not supply or offer to supply to Agencies any mandatory Deliverables that are the same as, or similar to, the mandatory Deliverables available in the Product and Service Catalogue.

Stable Hardware Specification

35.5 Within 5 Business Days of a request from Finance, the Contractor must provide to Finance a schedule (Road Map) setting out in detail the planned changes to the Hardware specified in the Product and Service Catalogue, including any changes to model availability and specific components.

35.6 The Road Map must project planned changes to the Hardware specified in the Product and Service Catalogue at least twelve (12) months in advance.

35.7 The Contractor must provide at least six (6) months Notice to Finance of proposed changes in the specifications for the Hardware specified in the Product and Service Catalogue.

35.8 The Contractor must ensure that Hardware specifications that may affect Agencies Standard Operating Environment (SOE) remain unchanged for a minimum period of twelve (12) months from the date the Hardware is added to the Product and Service Catalogue.

35.9 the Contractor must, at no cost to the Agency, assist the Agency with the re-development of its SOE to accommodate the changes to the Hardware specifications or configuration if requested to do so by the Agency if:

35.9.1 the Contractor has provided Hardware to an Agency; and

35.9.2 the Contractor changes the specifications or configuration of that Hardware.

35.10 The Contractor warrants that, except as otherwise specified in a Contract, the specifications for all Hardware delivered under a Contract Order Form pursuant to the Contract will be the same, whether delivered to one site or several different sites.

Cessation of Production

35.11 The Contractor must ensure that it offers Hardware to Agencies in such a way that does not reduce the abilities of Agencies to manage the ongoing development of their SOEs.

35.12 The Contractor must notify Finance at least six (6) months prior to the date on which it intends to cease production of an item of Hardware specified in the Product and Service Catalogue.

Testing of Samples

35.13 If required, the Contractor must provide to Finance (or Agencies) test samples of each item of Hardware it proposes to offer Agencies. Testing may be conducted in accordance with clause 35.14 .

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35.14 Finance may require the Contractor to conduct testing of samples of each item of Hardware at an accredited test facility (where the facility is approved by Finance), at the Contractor’s facility or at another location as agreed with Finance.

35.15 All testing must be conducted on the basis that:

35.15.1 the samples tested are exactly the same as those that will be supplied under a Contract (and if the items supplied under a Contract are not the same as a sample offered for testing, they will be deemed non-compliant with the Contract, even if they comply with the Specifications); and

35.15.2 if required by Finance, the testing process is approved by Finance or in the presence of Finance Personnel.

35.16 The Contractor must provide to Finance or the Agency a reasonable number of samples of that Deliverable to enable that testing to be undertaken if at any time:

35.16.1 Finance requires the Contractor to provide samples of a Deliverable to allow Finance to undertake testing to determine if the Deliverable meets Finance's Statement of Requirements in order to assist Finance to determine whether that Deliverable should be included in, or remain in, the Product and Service Catalogue; or

35.16.2 Finance or an Agency requires the Contractor to provide samples of a Deliverable to allow them to undertake testing to determine if the Deliverable meets their requirements (such as interoperability with a SOE or other equipment), in order to assist Finance or the Agency to determine whether to place a Contract for that Deliverable.

Revisions to the Product and Service Catalogue

35.17 Finance may on a six (6) monthly basis unless otherwise determined by Finance in its absolute discretion:

35.17.1 invite the Contractor (and other Panellists) to propose updates or additions to the Product and Service Catalogue for one or more Categories;

35.17.2 conduct an evaluation of any updates or additions to the Product and Service Catalogue proposed by the Contractor (and other Panellists) for the relevant Category; and

35.17.3 issue a revised Product and Service Catalogue containing such updates (including deletion or addition of Deliverables) as Finance determines, at its absolute discretion, to be appropriate.

35.18 For Non-Mandatory categories upon receipt of an invitation from Finance pursuant to clause 35.17.1, the Contractor may:

35.18.1 propose to increase or decrease any of the Charges included in the Product and Service Catalogue for the relevant Category; or

35.18.2 propose an update or addition to the Deliverables included in the Product and Service Catalogue or applicable Specifications for the relevant Category (subject to any restrictions included in the Product and Service Catalogue in respect of maintaining the availability of Deliverables for a particular period).

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35.19 If, pursuant to clause 35.19, Finance receives a proposal from the Contractor to decrease any of the Charges included in the Product and Service Catalogue, it will amend the Product and Service Catalogue accordingly.

35.20 If, pursuant to clause 35.19, Finance receives a proposal from the Contractor to increase any of the Charges included in the Product and Service Catalogue, it will assess that proposal and may:

35.20.1 decline to amend the Product and Service Catalogue if the current Charges had been offered by the Contractor as being fixed for a period which is continuing;

35.20.2 amend the Product and Service Catalogue as requested; or

35.20.3 remove the Deliverable from the Product and Service Catalogue.

35.21 If, pursuant to clause 35.19, Finance receives a proposal from the Contractor to update or add to the Deliverables or amend the Specifications included in the Product and Service Catalogue, it will assess that proposal and may:

35.21.1 agree to amend the Product and Service Catalogue entirely or partly as requested; or

35.21.2 decline to amend the Product and Service Catalogue.

35.22 The Contractor may submit a proposal to vary the Product and Service Catalogue at any time, but any such proposal will only be considered in accordance with clauses 35.19 to 35.22 and the Product and Service Catalogue will not be varied more often than six monthly other than if otherwise determined by Finance in its absolute discretion.

35.23 The Contractor must, in response to any request from Finance, identify any additional requirements such as other hardware, software, firmware, cables, manuals, accessories, training, or any other items that Agencies would need to purchase to achieve full functionality of its Deliverables referred to in the Product and Service Catalogue and the Charges associated with those additional requirements.

36 Reporting36.1 Further to clause 12 of the Contract, the Contractor must provide the reports set out

in Part C (Reporting Requirements) to Finance and provide Agency specific reports as defined in the Contract Order Form to the Agency.

37 Supply of HardwarePackaging and Quality Management

37.1 The Contractor will package all Deliverables to ensure their safe delivery, and if the Agency sets out in a Contract any requirements for packing, marking or labelling, the Contractor will comply with those requirements.

37.2 The Contractor will ensure that the Deliverables are packaged, marked, labelled and delivered in accordance with the manufacturer's normal standard.

37.3 Any discrepancies in quantity or any damage to the Deliverables or packaging found at the time of receipt will be corrected by the Contractor at no cost to the Agency.

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37.4 The Contractor will during the Contract Term maintain and comply with a quality system conforming to the appropriate quality system standard, and must possess a current certificate issued by a Joint Accreditation System of Australia and New Zealand (JAS- ANZ) accredited certification body certifying the Contractor's compliance with that quality system.

37.5 The Contractor will ensure that its Subcontractors also maintain and comply with a quality system conforming to the appropriate quality system standard, and possess a current certificate issued by a JAS-ANZ accredited certification body certifying the Subcontractor's compliance with that quality system.

37.6 For the purposes of this clause 37 , the appropriate quality system standards will be ISO 9001 Quality Management Systems, or an equivalent quality standard approved by the Agency, or the Standards Australia quality system standards applicable to the Deliverables specified in Schedule 3 - Attachment 2 (Deliverables and Pricing), for their design, manufacture, supply, delivery and maintenance as appropriate.

Transfer of title and risk

37.7 Title in the Hardware components of the Deliverables passes to the Agency:

37.7.1 on Acceptance, for Deliverables that are to be Accepted;

37.7.2 on delivery to the Agency for Deliverables that are not required to be Accepted; and

37.7.3 on replacement, in respect of items replaced during the Warranty Period.

37.8 Clause 37.7 does not apply to Hardware which is leased in accordance with clause 38.

37.9 The Agency accepts risk for Loss of or damage to the Hardware components of the Deliverables from the time the Agency takes delivery of the Hardware, except to the extent that the Loss or damage is caused or contributed to by the Contractor or its Personnel.

Operating Software Licence

37.10 The Contractor grants to the Agency (or shall procure the grant to the Agency of) a non-exclusive, non-transferable licence to use the software (including operating software) installed on or provided with the Hardware for all purposes related to the use of the Hardware.

Documentation

37.11 The Contractor must supply Documentation for the Deliverables as specified in the Contract Order Form and in accordance with clause 41.

Associated Services

37.12 The Contractor must perform any Associated Services specified in the Contract Order Form.

Acquisition through a Reseller

37.13 The Contractor must, if it acquires the Deliverables through a Reseller, comply with any additional requirements for that approach that are specified in the Contract Order Form.

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Specific Warranties

37.14 The Contractor is wholly responsible for the quality of the Deliverables and, in addition to other warranties in the Contract, warrants that the Deliverables will:

37.14.1 be newly manufactured;

37.14.2 be free from any material Defect in workmanship, design and Materials; and

37.14.3 be fit for purpose.

37.15 Nothing in this clause 37 limits the application of any indemnity provided under the Contract.

Rectification

37.16 Rectification of any Deliverables which do not conform to the requirements of the Specifications or comply with any warranties applicable to a Contract will be in accordance with the warranty rectification terms and procedures contained in Schedule 3 - Attachment 2 (Deliverables and Pricing) or the Product and Service Catalogue. If Schedule 3 - Attachment 2 (Deliverables and Pricing) or the Product and Service Catalogue do not contain warranty rectification terms and procedures for a particular Deliverable, the Contractor must:

37.16.1 within two Business Days of being informed by the Agency of a Defect, replace the affected Deliverable(s) with Deliverable(s) that conform to the Specifications and that comply with all warranties applicable to the Contract; and

37.16.2 meet all costs associated with that replacement, including any packing, freight, repair, modification, disassembly, reassembly site attendance or other costs, except if the Defect in the Deliverable(s) is due to negligence of the Agency.

37.17 Rectification work undertaken pursuant to clause 37.16 is subject to the same Acceptance Testing requirements that applied to the original Deliverables.

37.18 Rectification work undertaken pursu ant to clause 37.16 is warranted for the same Warranty Period as applied to the original Deliverables, commencing on the date of Acceptance of that rectification work.

37.19 If the Contractor does not rectify Deliverables as required by clause 37.16 within the time frame required by the applicable warranty arrangements or clause 37.16 (as applicable):

37.19.1 the Agency may, at its discretion, perform or have performed that rectification; and

37.19.2 the reasonable expenses of the rectification will be money due to the Agency under the Contract.

Ongoing availability of Deliverables and spares

37.20 The Contractor warrants that, in respect of each item of Deliverables, the Contractor will for a period of 4 years commencing on the Acceptance Date of that Deliverable (or if the Deliverable is not subject to Acceptance, commencing on the date of delivery or provision of the Deliverable):

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37.20.1 if there is a requirement in the Contract to provide support and spare parts for that Deliverable, continue to provide the support and spare parts for that Deliverable;

37.20.2 continue to supply all items required by the Agency that the Contractor makes generally commercially available to enable the Agency to maintain that Deliverable; and

37.20.3 if specified in the Contract, provide training for and such other assistance as is reasonably required by the Agency to enable the Agency to continue to maintain the Deliverable provided that the Contractor makes that training or assistance generally commercially available.

37.21 Should the Contractor, despite the warranty in clause 37.20, be unable to continue supplying spare parts at any time after the expiration of the Warranty Period, the Contractor must give no less than 12 months advance Notice to allow the Agency to purchase such spare parts as the Agency requires for continuing maintenance of the Deliverables.

Extended Warranty

37.22 If specified in the Contract Order Form for some or all Deliverables to be supplied under the Contract, the parties' rights and obligations under the warranties set out in the Specific Contract Terms extend for the additional period specified in the Contract Order Form.

37.23 This clause 37 survives termination or expiration of the Contract.

38 Leasing of Hardware38.1 If an Agency and the Contractor agree that Hardware to be supplied under a

Contract is to be leased, the parties must enter into a separate lease arrangement in addition to the Contract in relation to that Hardware.

38.2 The Contractor must ensure, whether or not the Contractor is the lessor entity, that the leasing terms for any leased Hardware are accepted by the Agency and are consistent with this Module and any Contract placed under it.

38.3 The Contractor will be responsible for managing and resolving any inconsistencies between this Module and any Contract on the one part, and a leasing arrangement on the other part, and for any Loss arising from failure to comply with this clause 38.

39 Standards and Codes39.1 The Contractor must, in supplying Deliverables, comply with:

39.1.1 any standards specified in the Contract Order Form;

39.1.2 if there are no standards specified in the Contract Order Form, any applicable Australian or New Zealand standards that are consistent with the Specifications; or

39.1.3 if there are no standards specified in the Contract Order Form and no applicable Australian or New Zealand standards, any applicable international standards that are consistent with the Specifications.

39.2 The Contractor must, in supplying Deliverables, comply with any industry codes or best industry practice methodologies specified in the Contract Order Form.

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39.3 The Contractor must perform its obligations under a Contract in such a way that the Commonwealth is able to participate in any necessary inspections of work in progress and tests or evaluations of the Deliverables, and is able to maintain full use of the Deliverables for the purposes for which they are delivered without being in breach of any workplace health and safety Laws.

40 DocumentationProvision of Documentation

40.1 The Contractor must give the Agency electronic access to up-to-date, complete and accurate Documentation including Documentation that the Contractor usually makes available free to its best customer for the Deliverables required to be supplied under a Contract.

40.2 In addition to the Documentation usually provided to the Agencies the Documentation is to include:

40.2.1 details of the operation of env ironmental management features to minimise the costs and environmental impacts of operating the ICT Hardware; and

40.2.2 a Safety Data Sheet complying with the Code of Practice for the Preparation of Safety Data Sheets for Hazardous Chemicals of the Work Health and Safety Act (the WHS Act) for any material incorporated into the Hardware which may give rise to a health, safety or environmental effect.

40.3 The Contractor must provide the Documentation:

40.3.1 in accordance with the applicable Contract;

40.3.2 upon supply of the Deliverables to the Agency or promptly after a variation to the Documentation;

40.3.3 at no additional cost to the Agency; and

40.3.4 in both hard copy and in a consolidated electronic form that is readable by generally available software products.

40.4 The Contractor must ensure that, at the time of delivery, the Documentation:

40.4.1 contains sufficient information to enable the Agency to have full use, operation and maintenance of the Deliverables;

40.4.2 is current, accurate and consistent with the Specifications;

40.4.3 is of a professional standard in terms of its presentation, accuracy and scope;

40.4.4 adequately explains key terms and symbols; and

40.4.5 is in English.

40.5 If any Documentation is revised or replaced for any reason during the Term, or needs to be revised or replaced to update it or to correct inaccuracies, the Contractor must give the Agency access to revisions or replacements at no additional cost to the Agency.

40.6 Agency Personnel may use the Documentation for any use in conjunction with the use of the Deliverables including undertaking other tender processes, maintenance and support activities, internal training activities associated with the

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Deliverables and auditing or reviewing the Contractor’s performance under the Contract.

40.7 The Contractor grants to the Agency the applicable licences in respect of the Documentation.

41 Delivery ManagementProject Management

41.1 The Contractor is responsible for project management and for undertaking all tasks, including planning and management, required to meet the Contractor's obligations under the Contract and must utilise for this purpose a project management methodology acceptable to the Agency for each Contract and specified in the Contract Order Form.

41.2 The Contractor must, for each Contract, and unless otherwise specified in the Contract Order Form, develop for Acceptance by the Agency a Project Plan that provides for the following matters:

41.2.1 an outline of the proposed project management methodology;

41.2.2 the names, roles and responsibilities of any Key Personnel;

41.2.3 a schedule for provision and Acceptance of the Deliverables;

41.2.4 a list of all Milestones;

41.2.5 the proposed risk management approach;

41.2.6 a detailed risk register, updated from time to time; and

41.2.7 any other matter referred to in the Contract Order Form.

41.3 If the Project Plan is approved by the Agency, it will be deemed to be incorporated into the Contract, and the Contractor must:

41.3.1 provide the Deliverables in accordance with the Project Plan and in particular the Milestones; and

41.3.2 maintain and update the Project Plan in consultation with the Agency throughout the Term. Any change to the Project Plan that is inconsistent with the Contract must be agreed in writing by the Agency in accordance with clause 27 of Part A – Standard Contract Terms.

Cooperation with Personnel

41.4 In the performance of its obligations under a Contract, the Contractor must, at no additional cost to the Agency:

41.4.1 fully cooperate with the Agency Personnel; and

41.4.2 use its best efforts to coordinate its activities so as to support and facilitate, in the Agency's best interests, the timely and efficient completion of all work and other activities to be performed for the Agency by any person.

Cooperation with other contractors

41.5 In the performance of its obligations under this Module or a Contract, the Contractor must, at no additional cost to the Agency, fully cooperate with third party contractors including Panellists appointed by the Agency who supply the same, similar or other products to the Agency (Third Parties) including to

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41.5.1 work together in a collaborative manner, co-operatively and productively with Third Parties (including providing all reasonable co-operation and assistance requested by Third Parties):

(a) to meet an Agency's business requirements, agreed objectives and obligations under this Module or any Contract;

(b) so that Agencies receive a seamless, end-to-end service within a potentially multi-contractor environment; and

(c) so that Agencies are not adversely affected by Deliverables being provided from multiple sources;

41.5.2 establish working relationships with Third Parties, including as necessary, through clarifying responsibilities, objectives, expectations, requirements and priorities with Third Parties;

41.5.3 develop efficient communications with Third Parties including proactively communicating and sharing information with Third Parties in a meaningful, timely and contractually sensitive and compliant manner;

41.5.4 use any co-operation processes and procedures or engagement models specified by Finance or an Agency from time to time and seek to improve these processes, procedures and models over time to improve the performance of the Contractor and other Panellists;

41.5.5 know and understand the responsibilities of Third Parties that interact with the Contractor;

41.5.6 be flexible and efficiently, ethically and professionally deal with and act towards Third Parties to address any changes to an Agency's business over time;

41.5.7 work with the Agency and Third Parties to solve issues with Third Parties in an efficient, effective and ethical manner prior to instituting a Dispute in relation to those issues with Third Parties;

41.5.8 use nominated tools and processes or interface with other Third Parties' tools or processes as required by any Contract; and ensure relevant security requirements are adhered to at all times.

Monitoring progress

41.6 The parties will meet at times agreed in writing between the parties to discuss any issues in relation to performance of the Contractor or the provision of Deliverables. The Contractor must ensure that the Contractor Representative, and the Agency must ensure the Agency Representative, is reasonably available to attend such meetings and answer any queries relating to the provision of the Deliverables raised by either party.

Extension of time

41.7 The Contractor must, on becoming aware that it will be unable to meet a Milestone or any other obligation under the Contract, promptly Notify the Agency and provide details of the cause of the anticipated delay or failure and of the Contractor's proposal for managing the delay.

41.8 Without limiting the parties' obligations to minimise and manage risk in accordance with the Contract (including in accordance with any risk management methodology agreed by the parties in accordance with the Project Plan), if the Contractor is delayed in the provision of the Deliverables and the event giving rise to the delay:

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41.8.1 is beyond the Contractor's reasonable control;

41.8.2 could not have reasonably been contemplated by the Contractor; or

41.8.3 is caused by the Agency,

the Contractor may request an extension of time for the provision of the Deliverables in accordance with the variation procedures in clause 27 of Part A Standard Contract Terms.

41.9 If the Agency agrees to any extension of time, the parties will vary the Contract in accordance with the variation procedures in clause 27 of Part A Standard Contract Terms.

Agency Supplied Items

41.10 The Agency must provide any Agency Supplied Items specified in the Contract Order Form.

41.11 The Agency Supplied Items remain the property of the Agency. The Contractor must return all Agency Supplied Items that are no longer required for the purposes of the Contract to the Agency as soon as practicable (unless other arrangements are agreed in writing by the parties).

41.12 The Contractor must:

41.12.1 not do any of the following without the prior written approval of the Agency:

(a) use or allow others to use any Agency Supplied Item other than for the purposes of the Contract;

(b) part with possession or custody of any Agency Supplied Items;

(c) create or allow the creation of any lien, charge or mortgage over any Agency Supplied Item;

(d) modify any Agency Supplied Items; or

(e) remove Agency Supplied Items from the Agency's premises or facilities;

41.12.2 take all reasonable care of all Agency Supplied Items including accounting for, preserving, installing, storing or handling of Agency Supplied Items;

41.12.3 promptly inform the Agency of any loss, destruction or damage to any Agency Supplied Items and, if requested by the Agency and to the extent that such loss, destruction or damage has been caused by the fault of the Contractor or Contractor Personnel, as soon as practicable replace the Agency Supplied Items at no cost to the Agency;

41.12.4 comply with any reasonable instructions of the Agency for preserving, forwarding or disposing of any damaged Agency Supplied Items at its own cost provided that such damage has been caused by the fault of the Contractor or Contractor Personnel; and

41.12.5 indemnify the Agency for any loss or destruction of, or damage to, any Agency Supplied Items of a tangible nature caused by any act or omission of the Contractor or Contractor Personnel.

Agency Assistance

41.13 The Agency will:

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41.13.1 make available, as reasonably requested by the Contractor, any management decisions, information and approvals that are reasonably necessary for the Contractor to perform or provide the Deliverables; and

41.13.2 provide to the Contractor any accommodation, facilities, equipment, furnishings, fixtures, support and other assistance specified in the Contract Order Form.

41.14 The Contractor must comply with any terms set out or referred to in the Contract Order Form, or Notified by the Agency, in relation to any provision of accommodation, facilities, equipment, furnishings, fixtures, support or other assistance by the Agency.

42 AccessAccess to Agency's Site

42.1 The Agency must cooperate with the Contractor by providing access to its premises and facilities as provided in the Contract Order Form and to the extent reasonably necessary (during ordinary Business Hours) so as to enable the Contractor to perform or provide the Deliverables.

42.2 The Contractor must, if using or accessing the Agency's premises and facilities, comply with all reasonable directions and procedures, including documented procedures relating to occupational health and safety and security, in effect at those premises or facilities, whether Notified to the Contractor or as might reasonably be inferred from the circumstances.

42.3 In addition to the requirements of clause 42.2, the Contractor agrees that when accessing the Agency’s premises and facilities, it will comply with all applicable Commonwealth, State and local government Laws, regulations and procedures relating to occupational health and safety.

42.4 Access to the Agency's premises and facilities may be temporarily denied or suspended by the Agency, at its sole discretion. If access is temporarily denied or suspended by the Agency (except in circumstances when access is temporarily denied or suspended due to an investigation into the conduct of the Contractor’s Personnel), the Contractor will be entitled to an extension of time to complete any obligations which are directly and adversely affected by the denial of access. Without limiting the foregoing, the Agency will, following a temporary denial or suspension of access, permit a resumption of access as soon as practicable.

42.5 To the extent specified in Contract Order Form, the Agency will be responsible for preparation of its premises and/or facilities to enable the Contractor to perform or provide the Deliverables.

Technology Threats

42.6 The parties must comply with all requirements specified in the Contract Order Form in relation to the protection of data or Materials, including any anti-virus and firewall requirements (their installation, operation and maintenance) and obligations to back- up data or Materials.

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43 SecuritySecurity clearance

43.1 The Agency may, from time to time, Notify the Contractor of the level of security or access clearance required for Contractor Personnel in respect of the performance of a particular Contract, and of the date from which, or the period during which, that clearance will be required and the Contractor must comply with, and ensure that Contractor Personnel act in accordance with, that Notice.

43.2 The Contractor is responsible for all costs associated with obtaining security clearances.

43.3 If the Agency denies access to or requests removal of any Contractor Personnel on the basis that they have failed to obtain or ceased to hold the level of security or access clearance required by a Notice issued within the time specified in the Notice, the Contractor must provide suitable replacement Contractor Personnel in accordance with clause 34.2.2.

Protection of Agency data

43.4 The Contractor must not, and must ensure that Contractor Personnel do not, without the Agency's prior written consent:

43.4.1 remove Agency data or allow Agency data to be removed from the Agency's premises; or

43.4.2 remove Agency data or allow Agency data to be removed from the Contractor's premises; or

43.4.3 take Agency data or allow Agency data to be taken or transmitted by any means outside of Australia.

43.5 The Agency may impose conditions on any consent provided under this clause 43.5 and the Contractor must comply with those conditions.

43.6 The Contractor must immediately Notify Finance and the Agency, and must comply with all directions of Finance or the Agency, if the Contractor becomes aware of any contravention of the Agency’s data security requirements.

Access by foreign service providers

43.7 The Contractor must not, except as approved in advance in writing by the Finance Representative:

43.7.1 transmit or store outside of Australia any information of an Agency acquired by the Contractor, or to which the Contractor has gained access, in the performance of a Contract (including personal information, other information held by the Agency in the performance of its functions and information about the information technology products, systems or architecture of the Agency); or

43.7.2 permit or enable access by a person outside of Australia to any of the information referred to in clause 43.7.1.

43.8 Any request for the approval of the Finance Representative may be:

43.8.1 granted or rejected by the Finance Representative in his/her absolute discretion and with or without giving reasons; and

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43.8.2 may be given subject to conditions, in which case the Contractor must comply with those conditions prior to and during the transmission, storage or access which has been permitted.

43.9 The Contractor acknowledges and agrees that:

43.9.1 the Agency holds and deals with highly sensitive information;

43.9.2 Finance and the Agency are concerned that such information is not improperly used or disclosed contrary to the Head Agreement, a Contract or any Laws; and

43.9.3 use or disclosure of such information contrary to this Module or a Contract may constitute a breach to which clause 25.1 applies.

Non Return of Hardware

43.10 The Contractor agrees that the following restrictions may apply to the return of Hardware that is the subject of a warranty claim under a Contract. The first level applies only to non-volatile storage (such as disk drives). The second is more stringent and includes the desktop or notebook itself.

43.11 Level 1 restrictions include the following:

(a) all devices containing non-volatile storage cannot be returned to the Contractor due to Agency security requirements;

(b) part numbers or inspection by security cleared Contractor personnel of failed or replaced non-volatile may be authorised by the Agency; and

(c) storage media devices can be provided to the Contractor for warranty record purposes.

43.12 Where level 1 restrictions apply, the Contractor's warranty arrangements must comply with the requirements in paragraphs 43.11(a) to 43.11(c) and all pricing must include these requirements as standard.

43.13 Level 2 restrictions include the following:

(a) all devices that store information at some stage (such as motherboards, remote management cards, SCSI cards, RAM, disks, etc.) cannot be returned to the Contractor due to Agency security requirements. When applied to the Hardware requirement, this results in only the power supply being able to be returned in case of device failure;

(b) part numbers or inspection by Contractor Personnel with the appropriate security clearance of failed or replaced non-volatile storage media devices can be provided for warranty record purposes.

43.14 Where level 2 restrictions apply, the Contractor's warranty arrangements must comply with the requirements in paragraphs 43.13(a) and 43.13(b) and all pricing must include these requirements.

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Part C – Reporting Requirements

44 General44.1 At no cost to Finance or any other Agency, the Contractor must provide Finance with

the reports for each ICT Hardware Deliverable for which it is enrolled as set out in the Product and Service Catalogue, in a format as specified by Finance or the Agency, or as set out in a Contract.

44.2 The Contractor must provide reports and Materials for Module 2, including:

Sales Report

44.3 The Contractor must, by the fifth Business Day of each month, send to Finance via email a Sales Report in the format agreed with Finance and reporting on the matters as may be advised by Finance from time to time, these may include but are not limited to details of the Agency Contracts for Deliverables in the preceding calendar month, including Agency name, category, Make, model numbers Agency identification (Contract Number), date of invoice, date of order placed, quantity, unit prices and total value.

Activity Report

44.4 The Contractor must, by the tenth Business Day of each month, send to Finance via email an Activity Report in the format agreed with Finance and reporting on the matters as may be advised by Finance from time to time, These may include but are not limited to:

44.4.1 the performance standard response times for all Deliverables;

44.4.2 delivery information, including any delays; and status of outstanding Agency warranty issues, including mean time to repair.

44.4.3 if no actual consumption of services is made, a nil response will be required.

44.5 Finance reserves the right to vary these requirements.

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Part D – Deliverables

45 Deliverables45.1 At Finance’s absolute discretion, Finance reserves the right to change the

requirements and Deliverables from time to time in this Part D – Deliverables and the Product and Service Catalogue.

Product and Service CategoriesDeliverables Panellist will only supply the Categories

marked below

Category 1 Desktop PC

Category 2: Mobile PCs

Category 3: Virtual Desktop Device

Category 4: Monitors

Category 5: Centralised Services Asset Tagging Asset Configuration and Control Contractor Supplied Technical Support Disposal Order Monitoring Pre Delivery Configuration Pre Delivery Imaging Reporting SanitisationCategory 6: Installation Services Basic Installation Decommissioning Extended Installation Support and Floor Walking

Category 7: Servers

Category 8: Server Racks

[Note: To be updated based on each successful Tenderer's offerings.]

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Part E – Charges

46 Deliverables Charges46.1 At Finance’s absolute discretion, Finance reserves the right to change the charges

from time to time in this Part E - Charges and the Product and Service Catalogue.

Table 1 - Charges

Deliverables - Product and Service CategoriesCategory 1: Desktop PC Category 1-4 are Mandatory

Products and the pricing will be based on the Product and Service Catalogue.

Category 2: Mobile PCCategory 3: Virtual Desktop DevicesCategory 4: MonitorsItem No

Deliverable Charges (exclusive of GST)

Charges (inclusive of GST)

Category 5: Centralised Services – Non-mandatory Services1. Asset Tagging2. Asset Configuration and Control3. Contractor Supplied Technical Support4. Disposal

5. Order Monitoring

6. Pre Delivery Configuration7. Pre Delivery Imaging8. Reporting9. SanitisationCategory 6: Installation Services – Non-mandatory Services1. Basic Installation2. Decommissioning3. Extended Installation4. Support and Floor Walking

Category 7: Servers – Non-mandatory Products

1. Category 7 pricing will be based on the Product and Service Catalogue.

2.3.

Category 8: Server Racks – Non-mandatory Products

1. 2.3.

[Note: To be updated based on each successful Tenderer's offerings.]

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Schedule 3 – Module 2, Attachment 3 - ICT Hardware and Associated Services - Contract Order FormIn accordance with the Head Agreement (No. [ to be supplied by Finance ]) between the Commonwealth of Australia represented by the Department of Finance (ABN 61 970 632 495) and [INSERT] (ABN INSERT]) (Contractor), the Agency (described in Item 3 below) places this Order to enter into a Contract for the Deliverables described below in accordance with the terms and conditions described in the Head Agreement.

Table 1 - Contract Order

1. Contract Number: [To be supplied by Finance]

2. Contractor: [Insert Contractor name]

3. Agency: [Insert Agency name]

4. Agency’s Purchase Order Number:

[Insert Agency’s Purchase Order Number]

5. Contract Start Date (clause 2.1of the Contract):

[Insert date the Contract is due to start eg. dd/mm/yy or otherwise insert 'on execution']

6. Term for Contract (clause 2.1of the Contract):

[Insert period of time for which the Contract will run prior to any extensions]

7. Contract Option Period (clauses 2.2 to 2.4 of the Contract):

[Insert any period of time for which the Contract might be extended]

8. Deliverables (clause 3.1 of the Contract and Part D (Deliverables):

[Deliverables description should include specifications such as quantity of ICT Hardware Products, any particular technical specifications, location of the Deliverables, delivery date]

9. Associated Services (clause 38.12 of the Contract):

[Provide details of Associated Services (support services from the Centralised Services and Installation Services categories) to be provided by the Contractor including timelines, location, etc. Otherwise insert 'not applicable']

10. Documentation (clause 41 of the Contract):

[Insert details of Documentation to be supplied by the Contractor in addition to that Documentation required to be provided under clause 41. If no additional Documentation is to be provided, state 'as per clause 41]

11. Location of Deliverables: [Insert location(s)]

12. Security requirements including compliance with the ISM and PSPF (clause 20 of the Contract):

[Insert security requirements such as Whether the Contractor will require security clearances]

13. Acceptance Testing and Acceptance Criteria (clause

[insert agreed Acceptance arrangements]

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4 of the Contract):

14. Service Levels (clause 5 of the Contract):

[insert details of Performance Framework including whether Service Credits are the Agency's sole remedy]

15. Service Credits (clause 5 of the Contract):

[insert details of Performance Framework required by the Agency]

16. Reporting (clause 12 of the Contract):

[insert Reports required by the Agency]

17. Key Personnel (clause 6 of the Contract):

[insert]

18. Subcontractors (clause 7 of the Contract):

[insert Approved Subcontractors that are subject to clause 7.]

19. Charges (clause 8 of the Contract and Annexure 2 – Charges and Payments ):

[Insert]

[Hardware costs and installation/other set up costs, hourly rates]

20. Payment of Charges (clause 8 of the Contract and Annexure 2 Charges and Payments):

Attention: [Insert]

Address: [Insert]

[Specify preferred method for payment of Charges – e.g. electronic transfer and include bank details]

Account Name:Bank:BSB numberAccount number:Branch:

21. Warranties (clause 9 of the Contract) and Extended warranty (clause 38.22 of the Contract):

[insert any other warranties]

[If an extended warranty for the Hardware exists, insert details of warranty here. Otherwise insert 'not applicable']

22. Agency Representative and address for service (clauses 11 and 28 of the Contract):

[Insert contact name]{Insert title}[insert address, including postcode][Insert email address]Telephone: {insert telephone number, including area code}Mobile: {insert mobile number}Facsimile: [insert facsimile number, including area code]

23. Contract Contractor Representative and address for service (clauses 11 and 28 of the Contract):

[Insert contact name]{Insert title}[insert address, including postcode][Insert email address]Telephone: {insert telephone number, including area code}Mobile: {insert mobile number}

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Facsimile: [insert facsimile number, including area code]

24. Intellectual Property Rights (clause 17 of the Contract):

[insert details of IPR and ownership including any additional clauses]

25. Agency Confidential Information under this Order (clause 18 of the Contract):

[Insert]

26. Contractor Confidential Information under this Order (clause 18 of the Contract and Annexure 3 – Contractor Confidential Information:

[Insert]

27. Liability Cap (clause 23 of the Contract):

[insert details of Agency/Contractor agreed liability cap e.g. three times the contract value]

28. Indemnity (clause 24 of the Contract):

[insert details of Contractor indemnity if different to clause 24]

29. Standards and Codes (clause 40 of the Contract):

[Insert specific standards for the supply of Deliverables including industry codes or best industry practice methodologies. Otherwise insert 'not applicable']

30. Acquisition through a Reseller (clause 38.18 of the Contract):

[If Hardware is acquired through a Reseller, insert details of additional requirements, if any. Otherwise insert 'not applicable']

31. Project Management (clause 42 of the Contract):

[Specify any other matters that need to be included in the Project Plan in addition to those in clause 32.2. Otherwise insert 'not applicable']

32. Agency Supplied Items (clause 41 of the Contract):

[Insert details of any Agency Supplied Items to be provided to the Contractor. Otherwise insert 'not applicable']

33. Agency Assistance and responsibility for preparation of the premises/facilities (clauses 41 and 42 of the Contract):

[Insert any access to Agency site, accommodation, facilities, equipment, furnishings, fixtures, support and other assistance to be provided to the Contractor]

[Insert details of the Agency's obligations for the preparation of its premises and / or facilities]

34. Technology threats (clause 43.7 of the Contract):

[Insert details of the parties' obligations in relation to technology threats.]

35. Other: [insert details of any special conditions or amendments approved by Finance]

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Execution

Executed as an agreement for and on behalf of [INSERT NAME of Agency] (ABN [INSERT ABN of Agency]) by its duly authorised delegate: In the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Signature of delegate

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of witness

. . . . . . . . . . . . . . . . . . . . . Name of delegate (print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Name of witness (print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Date

Executed as an agreement by [INSERT NAME of Contractor] (ABN [INSERT ABN of Contractor]) in accordance with Section 127 of the Corporations Act 2001 (Cth): In the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Signature of Director

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of Director/Company Secretary

. . . . . . . . . . . . . . . . . . . . . . . Name of Director (print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of Director/Company Secretary (print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Date

OR

Executed as an agreement for and on behalf of [INSERT NAME of Contractor] (ABN [INSERT ABN of Contractor]) under Power of Attorney dated [INSERT Date of Power of Attorney]: In the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Signature of Attorney

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of Witness

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Name of Attorney (print) Name of Witness in Full (print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Date

OR

Executed as an agreement for and on behalf of [INSERT Contractor’s name] (ABN [INSERT ABN]) by its duly authorised delegate: In the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Signature of authorised representative

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of witness

. . . . . . . . . . . . . . . . . . . . . Name and position of authorised representative (print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Name of witness (print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Date

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Annexure 1 - Statement of Work

Deliverables Specifications

[Specify each Deliverable to be supplied under the Contract]

[Include Specifications or refer to an Attachment]

[Specify Deliverables required]

Specific Contract Terms

Site Preparation [clause 43.6: Insert details of the Customer's obligations for the preparation of the site in anticipation of the delivery and installation of a Deliverable]

Acceptance Criteria [clause 4: Insert any additional Acceptance Criteria, if any]

Acceptance Testing [clause 4: Insert details of testing requirements as precondition to Acceptance.

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Annexure 2 – Charges and Payment

1. Deliverables and Charges Table

Item Number Deliverable Charges (GST

exclusive)

1.

2.

3.

4.

5.

Subtotal

GST

Total (GST inclusive)

2.1 Payment of Charges specified in this Schedule is subject to:2.1.1 provision of a correctly rendered invoice at least 20 Business Days before the due date for

payment specified in this Annexure; and2.1.2 if the invoice has not been reduced in accordance with an applicable reduction in Charges

formula, the Customer's right to reduce the payment by the amount of any Service Credit.2.2 The formula for the reduction of Charges or application of a Service Credit referred to in paragraph 2.1.2 is set out below: A credit of 1% of the total Contract value will be payable to the Customer for each Business Day the Contractor fails to comply with a delivery requirement specified in a Contract to a cap of 10% of the total Contract value.2.3 For the purpose of reductions in Charges or credits to the Customer arising under the Contract, the Customer will calculate the amount due as a reduction or credit based on measurement of the Contractor's performance under the Contract and the formulae referred to in paragraph 2.2.2.4 Payments of Charges due under the Contract will be made to the Contractor in accordance with the Contract. Payment to the Contractor by the Customer is in full satisfaction of the Customer's payment obligations to the Contractor.

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