Standard Form Accounting and Related Services Contract

7/27/2019 Standard Form Accounting and Related Services Contract

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Commonwealth of Australia 2009Accounting and Related Professional Services Contract - Standard Form page 2

Accountancy and Related Professional Services Contract

Contract Information 3Agreed Terms 4Part 1

Services 4

1. Definitions and interpretation 42. Provision of Services 83. Specified Personnel 94. Subcontracting 95. Commonwealth Material 96. Intellectual Property Rights 107. Moral Rights 11

Part 2 General requirements 118. Fees, expenses and assistance 119. Taxes and GST 1210. Indemnity 1311. Insurance 1412. Confidentiality 1413. Conflict of interest 1414. Service Provider Warranties and Disclosure 1515. Compliance with Laws 1516. Security 1617. Audit and access requirements 1618. Dispute resolution 1619.

Termination for convenience 17

20. Termination for default 1721. Termination generally 1822. Notices and other communications 1823. Miscellaneous 1924. Governing law and jurisdiction 19

Schedule 1 Statement of Work (SOW) 20Item A [Services] 20Item B [Contract Material] 20Item C [Commencement and Timeframe] 20Item D [Fees] 20

Item E [Expenses and Costs] 20Item F [Invoices] 20Item G [Background Material] 20Item H [Facilities and Assistance] 21Item I [Standards and Best Practice] 21Item J [Specified Personnel] 21Item K [Contract Managers] 21

Schedule 2Change Order 22Signing page 23


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Contract Information

Parties

Name Commonwealth of Australia as represented by [insert Name ofAgency]

ABN: [insert Agency ABN]

Address [insert Business Address of Agency]

Short form name Customer

Name [insert Name of Service Provider]ACN: [insert Service Provider ACN]

Address [insert Business Address of Service Provider]

Short form name Service Provider

Background

A The Customer requires the provision of certain services.

B The Service Provider has fully informed itself on all aspects of the work required to be performedand has:

(i) submitted the proposal and quotation entitled [i nsert name]and dated [i nsert date]; and

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

C The Customer has agreed to engage the Service Provider to provide the Services on the terms andconditions contained in this Contract.


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Agreed Terms

Part 1Services

1. Definitions and interpretation

1.1 In this Contract, except where the contrary intention is expressed, the followingdefinitions are used:

AccountingStandards

means the standards of that name maintained by the AustralianAccounting Standards Board (referred to in section 227 of theAustralianSecurities and Investments Commission Act2001 (Cth)) of otheraccounting standards which are generally accepted and consistentlyapplied in Australia.

Background

Material

any Material, other than the Contract Material, made available by a partyfor the purpose of this Contract on or following the Commencement Date

and includes:

(a) Third Party Material; and

(b) Material identified as Background Material in Item G[Background Material].

Business Day a day other than a Saturday, Sunday, public holiday in the place where anobligation is to be performed or a notice is to be received (as relevant) ora day during the period from (and including) 24 December in any year to(and including) the first Monday in the following January.

Change Order the form set out in Schedule 2.

Commencement

Date

the date on which this Contract is signed by the last party to do so, unlessotherwise specified in Item C [Commencement and Timeframe].

Commonwealth the Commonwealth of Australia.

CommonwealthMaterial

any Material:

(a) provided by the Customer to the Service Provider for thepurposes of this Contract; or

(b) copied or derived at any time from the Material referred to in

paragraph (a).

Commonwealth

Protective

Security Manual

the Commonwealth Protective Security Manual 2005, as amended orreplaced from time to time.

Completion Date the date (if any) specified as the Completion Date inItem C.

Confidential

Information

information that is by its nature confidential; and

(a) is designated by a party, by notice in writing after theCommencement Date, as confidential information for thepurposes of this Contract;

(b) a party knows or ought to know is confidential,


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but does not include:

(c) information which is or becomes public knowledge other than bybreach of the Contract or any other confidentiality obligation.

Conflict any existing circumstances which constitute an actual or potentialconflict between the interests of the Service Provider and those of the

Customer or the duties of the Service Provider to the Customer and itsduties to any other person, in relation to the performance of the Services.

ContractManager

a person specified (by name or position) in Item K[Contract Managers],or any substitute notified by a party from time to time.

Contract this agreement between the Customer and the Service Provider, asamended from time to time, and includes its schedules and anyattachments.

Contract

Material

any Material:

(a) created for the purpose of this Contract;

(b) provided or required to be provided to the Customer as part of theServices; or

(c) copied or derived at any time from the Material referred to inparagraphs (a) or (b).

Controller Has the meaning it has in the Corporations Act 2001.

Copy any document, device, article or medium in which Commonwealth

Material, Contract Material or the Customers Confidential Informationis embodied.

Customer the party specified in the Contract Information and includes anydepartment or agency of the Commonwealth which is responsible foradministering this Contract or receiving Services under this contract.

Deliverable any item to be supplied by the Service Provider under this Contract andincludes any material set out in Item B [Contract Material].

Estimated

Allowable Hours

in relation to a person or category of persons specified in Item D [Fees]

(as the case may be), the hours specified in relation to that person orcategory of persons, if applicable.

Fees the fees described in Item D [Fees] payable by the Customer to theService Provider in accordance with clause 8.1.

GST has the same meaning as it has in section 195-1 of theGST Act.

GST Act ANew Tax System (Goods and Services Tax) Act 1999.

InsolventA person is Insolvent if:

(a) it is (or states that it is) an insolvent under administration orinsolvent (each as defined in the Corporations Act); or


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(b) it is in liquidation, in provisional liquidation, underadministration or wound up or has had a Controller appointed toits property; or

(c) it is subject to any arrangement, assignment, moratorium orcomposition, protected from creditors under any statute ordissolved (in each case, other than to carry out a reconstruction or

amalgamation while solvent on terms approved by the otherparties to this agreement); or

(d) an application or order has been made (and in the case of anapplication, it is not stayed, withdrawn or dismissed within 30days), resolution passed, proposal put forward, or any otheraction taken, in each case in connection with that person, which ispreparatory to or could result in any of (a), (b) or (c) above; or

(e) it is taken (under section 459F(1) of the Corporations Act) tohave failed to comply with a statutory demand; or

(f) it is the subject of an event described in section 459C(2)(b) orsection 585 of the Corporations Act(or it makes a statement fromwhich another party to this agreement reasonably deduces it is sosubject); or

(g) it is otherwise unable to pay its debts when they fall due; or

(h) something having a substantially similar effect to (a) to (g)

happens in connection with that person under the law of any

jurisdiction.

Instalment an instalment of Fees payable underclause 8.1in relation to part of theServices.

IntellectualProperty Rights

all intellectual property rights, including but not limited to, the followingrights:

(a) patents, copyright, rights in circuit layouts, designs, trade marks(including goodwill in those marks) and domain names.

(b) any application or right to apply for registration of any of therights referred to in paragraph (a); and

(c) all rights of a similar nature to any of the rights in paragraphs (a)and (b) which may subsist in Australia or elsewhere,

whether or not such rights are registered or capable of being registered.

Interest interest calculated at an interest rate equal to the general interest chargerate for a day pursuant to section 8AAD of the Taxation AdministrationAct 1953, calculated on a simple basis.

Invoice the invoice or invoices (as the case may be) to be provided by the ServiceProvider to the Customer under this Contract.

Law any applicable statute, regulation, by-law, ordinance or subordinatelegislation in force from time to time in Australia, whether made by aState, Territory, the Commonwealth, or a local government, and includesthe common law and rules of equity as applicable from time to time, any

applicable Australian industry codes.


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Loss orLosses liabilities, expenses, losses, damages and costs (including but not limitedto legal costs on a full indemnity basis, whether incurred by or awardedagainst a party) and consequential and indirect losses and damagesincluding those arising out of any third party claim.

Material documents, equipment, software (including source code and object code),

goods, information and data stored by any means, including all copiesand extracts of the same.

Milestone a Milestone described in Item D [Fees] (if applicable).

Moral Rights the right of integrity of authorship (that is, not to have a work subjectedto derogatory treatment), the right of attribution of authorship of a work,and the right not to have authorship of a work falsely attributed, asdefined in the Copyright Act 1968 (Cth).

Performance

Date

any fixed date to be met by the Service Provider in performing any of itsobligations under this Contract, as may be specified inItem A [Services]

orItem C [Commencement and Timeframes].

Personnel a partys employees, officers, agents, professional advisers andsubcontractors engaged in, or in relation to, the performance ormanagement of this Contract including Specified Personnel.

Privacy Act Privacy Act 1988 (Cth)

Professional

Standards

Scheme

any scheme operating under Schedule 4 to the Civil Law (Wrongs) Act2002 (ACT), or any corresponding State, Territory or Commonwealthlegislation, that limits the civil liability of members of particular

professions arising from the performance of their professional services.

Scheduled Datefor Invoicing

the date specified for invoicing of the Fees, or portion of the Fees,described in Item D [Fees].

Service Provider the party specified in the Contract Information and includes Personnel,employees, officers, agents and Subcontractors.

Services the consultancy services to be provided by the Service Provider, asspecified in Item A [Services] and includes the provision to theCustomer of the Material specified in Item B [Contract Material].

Small Business an enterprise which, at the Commencement Date, employed less than thefull time equivalent of 20 persons (full time equivalent is as defined bythe Australian Bureau of Statistics).

Specified

Personnel

the Personnel (including Subcontractors) specified in Item J [SpecifiedPersonnel] as required to perform all or part of the work constituting theServices.

Subcontractor a subcontractor engaged by the Service Provider.

Warranted

Materials

Background Materials provided by the Service Provider and the Contract

Material.


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1.2 In this Contract, except where the contrary intention is expressed:

(a) (Gender) words importing a gender include the other gender;

(b) (Plurals) words in the singular include the plural and vice versa;

(c) (Headings) clause headings are for convenient reference only and have no effect inlimiting or extending the language of provisions;

(d) (AustralianDollars) a reference to dollars is a reference to Australian Dollars;(e) (Legislation) unless stated otherwise, a reference to legislation is to legislation of the

Commonwealth, and includes any statutory modification, substitution or re-enactment of that legislation or legislative provision;

(f) (IteminSchedule) unless otherwise specified, a reference to an Item is a referenceto an item in Schedule 1Statement of Work;

(g) (Time) a reference to time is to the time in the place where the obligation is to beperformed;

(h) (Successorsandassigns) a reference to a party is to a party to this Contract, and areference to a party to a document includes the party's executors, administrators,

successors and permitted assignees and substitutes;

(i) (Trustee) if the Service Provider is a trustee, the Service Provider enters the Contractpersonally and in its capacity as trustee and warrants that it has the power to performits obligations under this Contract;

(j) (Limitationofwords) the meaning of general words is not limited by specificexamples introduced by including, for example or similar expressions;

(k) (Bindsjointlyandseverally) any agreement, representation, warranty or indemnityby two or more parties (including where two or more persons are included in thesame defined term) binds them jointly and severally;

(l) (Benefitsjointlyandseverally) any agreement, representation, warranty or

indemnity in favour of two or more parties (including where two or more persons areincluded in the same defined term) is for the benefit of them jointly and severally;

(m)(BusinessDay) if a day on or by which an obligation must be performed or an eventmust occur is not a Business Day, the obligation must be performed or the event mustoccur on or by the next Business Day; and

(n) (NoDisadvantage) a provision of this Contract will not be construed to thedisadvantage of a party solely on the basis that it proposed that provision.

1.3 Parts 1 and 2 of this Contract will be interpreted in priority to the Schedule to the extentof any inconsistency.

2. Provision of Services2.1 The Service Provider must supply the Services:

(a) as specified in Item A [Services];

(b) diligently, with due skill and care and to the best of the Service Provider's knowledgeand expertise;

(c) in accordance with all applicable Laws and relevant Australian industry standards,and adopt relevant best practice, including any Customer, Commonwealth or industrystandards and guidelines specified in Item I [Standards and Best Practice];

(d) so as to comply with Performance Dates and other specified timeframes, for theperformance of the Services specified inItem C [Commencement and Timeframe],

and where no Performance Dates or project plan requirements are specified, promptlyand without delay; and

(e) otherwise in accordance with the provisions of this Contract.


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2.2 The Service Provider must liaise and comply with the directions of the CustomersContract Manager, as reasonably requested from time to time.

2.3 The Service Provider must, when using the Customers premises or facilities:

(a) comply with all reasonable directions and Departmental procedures relating toworkplace harassment, occupational health (including the Customers smoke freework place policy), safety and security, including the Customers Internet access and

usage guidelines in effect at those premises or in regard to those facilities, as notifiedby the Customer or as might reasonably be inferred from the circumstances; and

(b) otherwise act consistently with the behaviours set out in section 13 of thePublicService Act 1999 and the APS Code of Conduct.

2.4 The Service Provider is fully responsible for the performance of the Services and forensuring compliance with the requirements of this Contract, and will not be relieved ofthat responsibility because of any:

(a) involvement by the Customer in the performance of the Services, unless suchinvolvement materially impacts on the Service Providers ability to perform theServices in accordance with this Contract;

(b)payment made to the Service Provider on account of the Services;

(c) subcontracting of the Services; or

(d) acceptance by the Customer of replacement Personnel.

2.5 The Customer must cooperate with the Service Provider by providing access to itspremises and facilities as reasonably necessary to enable the Service Provider to providethe Services.

3. Specified Personnel

3.1 The Service Provider must ensure that the Specified Personnel perform the Services inaccordance with this Contract. The Customer may, at its absolute discretion, require the

Service Provider to remove any Personnel (including Specified Personnel) from work inrespect of this Contract, or from undertaking the Services or any part of the Services. If itdoes so, or if Specified Personnel are unable or unwilling to perform the Services, theService Provider must provide replacement Personnel (acceptable to the Customer) ofsuitable ability and qualifications at no additional cost and at the earliest opportunity.

4. Subcontracting

4.1 The Service Provider must not subcontract the performance of any obligations under thisContract without the prior written consent of the Customer. The Service Provider must,prior to entering into any subcontract with another party, provide a certificate to theCustomer stating that:

(a) the proposed Subcontractor has not been named by the Director of the EqualOpportunity for Women in the Workplace Agency as an employer currently notcomplying with theEqual Opportunity for Women in the Workplace Act 1999;

(b) the arrangement in no way conflicts with or detracts from the rights and entitlementsof the Customer under this Contract; and

(c) the proposed Subcontractor is financially viable and has the relevant expertisenecessary for the proper performance of the activity in question.

5. Commonwealth Material

5.1 The Commonwealth grants (or will procure) a royalty-free, non-exclusive licence for theService Provider to use and reproduce the Commonwealth Material for the purposes of

this Contract. The Service Provider must:(a) ensure that the Commonwealth Material is used and held strictly in accordance with

any direction from the Customer; and


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(b) subject to clause 5.2, on or before the Completion Date, destroy or return to theCustomer all Commonwealth Material in its possession as directed by the CustomersContract Manager.

5.2 Unless otherwise directed by the Customer, the Service Provider may retain a copy ofCommonwealth Material contained in the Service Providers internal working papers for

the sole purpose of, and to the extent necessary to comply with, relevant law, applicable

professional standards and the Service Providers internal quality assurance and riskmanagement procedures.

5.3 The Service Provider may, only for the purposes of the provision of the Services, assumethat the Commonwealth Material is accurate, unless:

(a) the Services require (whether expressly stated or not) the Service Provider toinvestigate or verify the accuracy or completeness of any Commonwealth Material;

(b) a reasonable person in the position of the Service Provider would have grounds todoubt the accuracy or completeness of any Commonwealth Material; or

(c) the Customer notifies the Service Provider that all or specified items or classes ofCommonwealth Material may not be relied upon,

in which case the Service Provider may not rely on the accuracy or completeness of therelevant Commonwealth Material.

6. Intellectual Property Rights

6.1 This clause 6does not affect the ownership of Intellectual Property Rights in anyBackground Material. The Service Provider must obtain all necessary copyright andother Intellectual Property Right permissions before making any Third Party Materialavailable as Background Material for the purpose of this Contract.

6.2 Subject to clause 6.3, all Intellectual Property Rights in the Contract Material vests in theCommonwealth. To the extent that:

(a) the Commonwealth needs to use any of the Background Material provided by theService Provider to receive the full benefit of the Services (including the ContractMaterial), The Service Provider grants to, or must obtain for, the Commonwealth aperpetual, world-wide, royalty free, non-exclusive licence (including the right tosublicense) to use, reproduce, adapt, modify and communicate that BackgroundMaterial;

(b) the Service Provider needs to use any of the:

(i) Commonwealth Material; or

(ii)Contract Material,

for the purpose of performing its obligations under this Contract, the Commonwealthgrants to the Service Provider, subject to any direction by the Customer, a world-wide, royalty-free, non-exclusive, non-transferable licence (including the right tosublicense) to use, reproduce, adapt, modify, distribute and communicate suchMaterial solely for the purpose of providing the Services;

(c) the Contract Material constitutes enhancements or developments to BackgroundMaterial provided by the Service Provider but does not include any CommonwealthMaterial, the Commonwealth grants to the Service Provider, subject to any directionby The Customer, a world-wide, royalty-free, non-exclusive, non-transferable licence(including the right to sublicense) to use, reproduce, adapt, modify, distribute andcommunicate such Material.

The Service Provider agrees, on request by the Customer, to promptly create, sign,execute or otherwise deal with any document that may be necessary or desirable togive effect to this clause 6.2.


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6.3 To the extent that:

(a) the Contract Material consists of the internal administrative records of the ServiceProvider; and

(b) those internal administrative records do not affect the ability of the Commonwealthto receive the full benefit of the Services,

Intellectual Property Rights in those items of Contract Material vests in the Service

Provider.

6.4 The Service Provider warrants that:

(a) the Commonwealths use of the Warranted Materials, will not infringe theIntellectual Property Rights of any person; and

(b) it has the necessary rights to vest the Intellectual Property Rights and grant thelicences as provided in this clause 6.

6.5 If someone claims, or the Customer reasonably believes that someone is likely to claim,that all or part of the Warranted Materials infringe their Intellectual Property Rights, TheService Provider must, in addition to the indemnity underclause 10and to any otherrights that the Customer may have against it, promptly, at the Service Provider's expense:

(a) use its best efforts to secure the rights for the Customer to continue to use theaffected Warranted Materials free of any claim or liability for infringement; or

(b) replace or modify the affected Warranted Materials so that the Warranted Materialsor the use of them does not infringe the Intellectual Property Rights of any otherperson without any degradation of the performance or quality of the affectedWarranted Materials.

6.6 The Service Provider must deliver all Contract Material to the Customer by theCompletion Date, unless otherwise directed by the Customers Contract Manager.

6.7 The Service Provider must establish and maintain procedures to secure all Copies againstloss and unauthorised access, use, modification or disclosure, and must adhere to theCommonwealths reasonable requirements in relation to the security of Copies. TheService Provider may retain one Copy of the Contract Material for their internal records,including for their governance, audit and insurance purposes.

7. Moral Rights7.1 The Service Provider:

(a) agrees not to enforce any Moral Rights it may have; and

(b) warrants that any use of the Contract Material by the Customer (other than falseattribution of authorship) will not infringe the Moral Rights of any person.

Part 2

General requirements8. Fees, expenses and assistance

8.1 Subject to the provisions of this Contract and receipt of a correctly rendered Invoice inthe manner specified in Item F, the Customer will:

(a)pay the Service Provider the Fees in the Instalments (if any) specified inItem D[Fees];

(b)pay the expenses and meet the costs specified inItem E [Expenses and Costs]; and

(c) make all the payments in the manner specified in Item F [Invoices].

The Customer is under no obligation to make any payments to the Service Provider inexcess of the Fees specified in Item D or the expenses and costs detailed in Item E.


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8.2 If the Service Provider delivers an Invoice prior to the Scheduled Date for Invoicing, theInvoice is deemed to have been delivered at the Scheduled Date for Invoicing. TheCustomer must pay the Service Provider the amount approved in respect of an Invoicewithin thirty (30) days after delivery of a correctly rendered Invoice in accordance withthis clause 8. The Customers delay in payment or failure to pay by reason of theCustomer disputing a portion of an Invoice in accordance with clause8.4 is not a defaultby the Customer under this Contract

Approval and payment of the amount of an Invoice is not evidence of the value of theobligations performed by the Service Provider, an admission of liability or evidence thatthe obligations under this Contract have been completed satisfactorily, but is payment onaccount only.

8.3 Subject to clause 8.4, if the Service Provider is a Small Business, the amount of Feespayable is less than $1 million (GST inclusive), and the Customer does not pay anInstalment within 30 days of receipt by the Customer of a correctly rendered tax Invoicein the manner specified in Item F [Invoices], the Customer will pay Interest to theService Provider for each day from the day after payment was due up to and includingthe day that payment of the Instalment was made by the Customer (provided the Interest

exceeds ten (10) dollars).

8.4 The Customer will be entitled to defer payment, reduce the amount of any payment(including an Instalment) or withhold payment in its entirety, if and for so long as theService Provider has not completed, to the satisfaction of the Customer, that part of theServices to which the payment relates. If the Customer does so, the Service Providermust continue to perform any obligations under this Contract unless the Customer directsotherwise in writing.

9. Taxes and GST

9.1 In this clause 9, a word or expression defined in the GST Acthas the meaning given to itin that Act.

9.2 The Fees, to the extent to which they are consideration for taxable supplies made underthe Contract, include the GST payable in respect of those supplies.

9.3 Without limiting clause 9.2, all taxes, duties and government charges imposed or leviedin Australia or overseas in connection with this Contract will be borne by the ServiceProvider. The Service Provider must ensure that all such taxes, duties and governmentcharges are paid in full and on time.

9.4 A party must pay GST on a taxable supply made to it under this Contract, in addition toany consideration (excluding GST) that is payable for that taxable supply and it must doso at the same time and in the same way as it is required to pay the consideration for thetaxable supply.

9.5 Subject to clause 9.6if the Service Provider is required under this Contract to indemnifythe Customer, or either party is required to make a reimbursement or contribution to theother party, and the other party can obtain an input tax credit on an acquisition associatedwith that indemnity, reimbursement or contribution, the amount the party is required topay is:

(a) reduced by the amount of that input tax credit; but

(b) increased by any GST payable by that other party in respect of the indemnity,reimbursement or contribution.

9.6 Despite clause 9.5, the amount of an indemnity, reimbursement or contribution is notreduced by the amount of an input tax credit if that credit has already been taken into

account in calculating the amount of the indemnity, reimbursement or contribution.


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9.7 If an adjustment event results in the GST on a taxable supply being different from theGST recovered by the supplier, the supplier:

(a) must refund to the other party any excess; and

(b) may recover from the other party any shortfall.

9.8 The recovery of any money from the other party underclause 9.7is conditional on an

adjustment note first being given to the other party.9.9 A party need not make a payment for a taxable supply made under or in connection with

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

10. Indemnity

10.1 The Service Provider indemnifies the Customer and its Personnel against all Losses theydirectly or indirectly sustain or incur as a result of:

(a) any breach of this Contract by the Service Provider, including but not limited to, abreach in respect of which the Customer exercises an express right to terminate thisContract;

(b) any negligent, unlawful or wilful or wrongful act or omission of the Service Provideror its Personnel;

(c) any allegation that any Service or Deliverable (including a Customers use or rightsin respect of any Service or Deliverable) or any act of the Service Provider in relationto this any Contract infringes the Intellectual Property Rights or Moral Rights of athird party; or

(d) any breach of any statute by the Service Provider, its officers, employees orsubcontractors including, without limitation, thePrivacy Act,

except to the extent that any negligent act or omission of the Customer contributed to therelevant liability. The Customer may enforce the indemnity in favour of those

indemnified for the benefit of each of such persons in the name of the Customer or ofsuch persons. For the purposes ofclause 10.1(c), an infringement of Intellectual PropertyRights include unauthorised acts which would constitute an infringement but for theoperation of:

(e) section 183 of the Copyright Act 1968 (Cth);

(f) section 163 of thePatents Act 1990 (Cth);

(g) section 96 of theDesigns Act 2003 (Cth); or

(h) section 25 of the Circuits Layouts Act 1989 (Cth).

except to the extent that any negligent act or omission of the Customer contributed to therelevant liability. The Customer may enforce the indemnity in favour of those

indemnified for the benefit of each of such persons in the name of the Customer or ofsuch persons.

10.2 Clause 10.1does not apply to any Loss for which liability is limited by a ProfessionalStandards Scheme. To avoid doubt, the Service Providers civil liability for such a Lossis determined by the relevant scheme.

10.3 To the extent permitted by law, the operation of any legislative proportionate liabilityregime is excluded in relation to any claim against the Service Provider under or inconnection with the Contract.


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11. Insurance

11.1 In connection with the provision of the Services the Service Provider must effect andmaintain, with an insurance company that is reputable and subject to prudentialregulation in the insurers home jurisdiction, from the Commencement Date until thetermination of the Contract or the expiry of the Services, whichever is the later (except inthe case of professional indemnity insurance which must be maintained until the

expiration of seven (7) years after the termination of the Contract or the expiry of theServices, whichever is the later):

(a)professional indemnity insurance under the Professional Standards Scheme for theamount to which liability is limited by the Scheme or other insurance for not lessthan ten (10) million dollars each claim and in the aggregate for all claims; and

(b)public liability insurance for not less than twenty (20) million dollars each and everyoccurrence, and

(c) workers compensation as required by Law.

11.2 The Service Provider must on request provide a certificate of currency issued by theinsurer.

11.3 The Service Provider must require all Subcontractors to effect and maintain, or cause tobe effected and maintained, the insurances required by thisclause 11 as appropriate giventhe nature of the Services to be provided by the Subcontractor.

12. Confidentiality

12.1 Subject to clause 12.2, a party must not, without the prior written consent of the otherparty, disclose any Confidential Information of the other party to a third party.

12.2 The parties may disclose Confidential Information:

(a) in the case of the Service Provider, to its Personnel or Subcontractors in order tocomply with obligations, or to exercise rights, under this Contract, or to enableeffective management or auditing of Contract related activities;

(b) in the case of the Customer, to the responsible Minister, in response to a request by aHouse or a Committee of the Parliament of the Commonwealth, or within theCustomer's organisation or with another Agency, where this serves theCommonwealth's legitimate interests; or

(c) where disclosure is authorised or required by law, or the Confidential Information isused in relation to legal proceedings;

12.3 Before a party discloses Confidential Information, the disclosing party must notify thereceiving person that the information is Confidential Information, and if the ConfidentialInformation is to be disclosed pursuant to clause 12.2(a), not provide the informationunless the receiving person agrees to keep the information confidential.

13. Conflict of interest13.1 The Service Provider warrants that, to the best of its knowledge after making diligent

inquiry, at the Commencement Date no Conflict exists or is likely to arise in theperformance of its obligations under this Contract. If, during the performance of theServices, a Conflict arises, or appears likely to arise, the Service Provider must notify theCustomer immediately in writing and disclose all relevant information relating to theConflict.

13.2 The Service Provider must not, and must ensure that its Personnel do not, engage in anyactivity or obtain any interest during the course of this Contract that is likely to conflictwith, or restrict, the Service Provider providing the Services to the Customer fairly andindependently.


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14. Service Provider Warranties and Disclosure

14.1 The Service Provider warrants that, as at the date of this Contract and having madereasonable inquiries of its Personnel and any Subcontractors it intends to engage inconnection with the Services, it is not aware of any:

(a) matter that may affect the ability of the Service Provider or any intendedSubcontractor to perform the Services;

(b) investigation or claim, current or threatened, against or in any way involving theService Provider or any intended Subcontractor or any settlement in respect of anysuch matter;

(c)proven or alleged breach under any Law, agreement, order or award by the ServiceProvider;

(d)judicial decision against the Service Provider or any intended Subcontractor (notincluding decisions under appeal) relating to employee entitlements; or

(e) any act or conduct or activity of the Service Provider or any intended Subcontractorwhich may materially and adversely affect the Service Providers or any intendedSubcontractors credit worthiness, integrity, character or reputation, or attract or have

attracted negative publicity or attention or generate public or media criticism eitherinside or outside of Australia.

14.2 The Service Provider represents and warrants that:

(a) it has the right to enter into this Contract, and has all rights, title, licences, interestsand property necessary to lawfully perform the Services;

(b) it and its Personnel, including its Specified Personnel, have the necessary experience,qualifications, skill, knowledge and competence to perform the Services; and

(c) the Services will be fit for the purpose as set out in Item A [Services].

15. Compliance with Laws

15.1 The Service Provider agrees, in carrying out this Contract, to comply with all Laws, andin particularthe Crimes Act 1914, the Racial Discrimination Act 1975, the SexDiscrimination Act 1984, the Disability Discrimination Act 1992, the Equal Opportunity

for Women in the Workplace Act 1999, the Charter of United Nations Act 1945, theCharter of United Nations (Terrorism and Dealing with Assets) Regulations 2002, theArchives Act 1983 the Freedom of Information Act 1982, the Freedom of Information Act1982, the Trade Practices Act 1974, the Criminal Code Act 1995, the Fair WorkPrinciples under the Fair Work Act 2009 and any occupational health and safetylegislation applicable to the Service Provider.

15.2 The Service Provider acknowledges that it is a contracted service provider (as definedin thePrivacy Act) and agrees, in carrying out this Contract, to comply with its

obligations, and to use reasonable endeavours to ensure any Subcontractor complies withits obligations, under thePrivacy Actand to comply with the Information PrivacyPrinciples as if it were an agency (as those terms is defined in the Privacy Act).

15.3 The Service Provider acknowledges that the giving of false or misleading information tothe Commonwealth is a serious offence under section 137.1 of the Criminal Code Act1995.

15.4 The Service Provider acknowledges that unauthorised disclosure of information held bythe Commonwealth is subject to the sanction of criminal law under sections 70 and 79 ofthe Crimes Act 1914 and section 91.1 of the Criminal Code Act 1995.


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16. Security

16.1 The Service Provider must, and must ensure that its Personnel, including Subcontractors,at its own cost comply with:

(a) all relevant security and other requirements specified in the publicly available versionof the Commonwealth Protective Security Manual; and

(b) any other security procedures or additional requirements notified, in writing, by theCustomer to the Service Provider. The Service Provider must comply with such asecurity procedure or requirement, from the date specified in the notice, or if none isspecified, within five (5) Business Days of receipt of the notice.

16.2 The Customer may, from time to time, notify the Service Provider of the level of securityor access clearance applicable to the Service Provider's Personnel, and the date fromwhich, or the period during which, that clearance will be effective and the ServiceProvider must comply with and ensure its Personnel act in accordance with that notice.

16.3 The Service Provider must not, and must ensure that its Personnel do not, removeCommonwealth Material or any of the Customers Confidential Information, or allowCommonwealth Material or any of the Customers Confidential Information to be

removed, from the Customer's premises, or to be taken outside of Australia or accessedby any person outside Australia, without the Customer's prior written consent.

16.4 The Service Provider must:

(a) ensure that all Service Provider Personnel safeguard any keys or passes that areprovided to the Service Provider for the purposes of this Contract;

(b) ensure that access to Contract Material and other Material related to the Services isrestricted to those Personnel who require access to perform their functions; and

(c) as and when reasonably requested by the Customer, participate in security reviews byor on behalf of the Customer and provide security reports to the Customer, todemonstrate compliance with this clause 16.

16.5 The Service Provider must notify the Customer immediately if it becomes aware or hasreason to suspect that a breach of the Service Providers security obligations under the

Contract has occurred.

17. Audit and access requirements

17.1 The Service Provider agrees and must procure that each Subcontractor agrees:

(a) to give the Customer, the Customers Contract Manager, any persons authorised inwriting by the Customer or the Customers Contract Manager, the Auditor-General,the Privacy Commissioner and the Commonwealth Ombudsman access at allreasonable times to premises where the Services are being performed for the purposeof any audit, investigation or enquiry in connection with the Services or this

Contract; and(b) to permit and facilitate inspection by those persons in a suitable room in the premises

of the Service Provider and allow them to take copies of any Material relevant to theServices or this Contract.

18. Dispute resolution

18.1 Subject to this clause 18, the parties agree not to commence any legal proceedings inrespect of any dispute arising under this Contract, until ten (10) Business Days after theparties have met (including by telephone or other technology) to attempt in good faith toresolve the dispute through direct negotiation by persons to whom they have givenauthority to resolve the dispute.


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18.2 This clause 18does not apply if:

(a) either party commences legal proceedings for urgent interlocutory relief;

(b) action is taken by the Customer under, or purportedly under, clause 8.4 or 19.1 or

(c) action is taken by the Customer under, or purportedly under, clause 20.

18.3 Despite the existence of a dispute, both parties must (unless requested in writing by the

other party not to do so) continue to perform obligations under this Contract.

19. Termination for convenience

19.1 The Customer may, at any time, by notice and at its sole discretion, terminate thisContract in whole or reduce the scope of the Services. On receipt of a notice oftermination or reduction the Service Provider must:

(a) stop or reduce work as specified in the notice;

(b) take all available steps to minimise loss resulting from that termination or reductionand to protect Commonwealth Material and Contract Material; and

(c) continue work on any part of the Services not affected by the notice.

19.2 If this Contract is terminated underclause 19.1, the Customer will only be liable to:

(a)pay any Instalment relating to Services completed before the effective date oftermination;

(b) reimburse any reasonable expenses the Service Provider unavoidably incurs relatingentirely to Services not covered underclause 19.2(a), which are directly attributableto the termination and which the Service Provider fully substantiates;

(c)pay any expenses and meet any costs unavoidably incurred underItem E [Expensesand Costs] before the effective date of termination; and

(d)provide the facilities and assistance necessarily required underItem H [Facilities and

Assistance] before the effective date of termination.

19.3 The Customer is not liable to pay compensation underclauses 19.2(a), or19.2(b)in anamount which would, added to any Fees already paid to the Service Provider under thisContract, together exceed the Fees set out inItem D [Fees].

19.4 If there is a reduction in scope of obligations under this Contract, the Commonwealthsliability to pay any Instalment or expenses set out in Item D [Fees] orItem E [Expensesand Costs] will, in the absence of agreement to the contrary, abate proportionately to thereduction in the obligations under this Contract.

19.5 The Service Provider is not entitled to compensation for loss of prospective profits and

the Customer will not be liable to pay any compensation for loss of prospective profitsfor termination or reductions in scope under this clause 19.1or loss of any benefits thatwould have been conferred on the Service Provider had the termination or reduction notoccurred.

20. Termination for default

20.1 The Customer may, by notice, with immediate effect, terminate this Contract if theService Provider breaches any provision of this Contract and:

(a) in the opinion of the Customer, the breach is not capable of remedy; or

(b) the Service Provider fails to remedy the breach within fourteen (14) days afterreceiving a notice requiring it to do so;

(c) the Service Provider being a corporation, there is any change in the direct or indirectbeneficial ownership or control of the Service Provider;


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(d) the Service Provider disposes of the whole or any part of its assets, operations orbusiness other than in the ordinary course of business, or ceases to carry on business;

(e) the Service Provider is or becomes insolvent;

(f) the Service Provider being a company enters into liquidation or has a controller ormanaging controller or liquidator or administrator appointed;

(g) the Service Provider being a natural person is declared bankrupt or assigns his or herestate for the benefit of creditors; or

(h) where the Service Provider is a partnership, any step is taken to dissolve thatpartnership.

21. Termination generally

21.1 On termination of this Contract, whether underclause 19orclause 20, the ServiceProvider must:

(a) stop work on the Services;

(b) subject to clause 5.2, deal with Commonwealth Material as reasonably directed by

the Customer;

(c)provide copies of all Contract Material to the Customer; and

(d) as directed return all the Customer's Confidential Information to the Customer.

21.2 Clauses 6, 7, 9, 10, 11, 12, 16and17survive the termination of this Contract.

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

21.4 If a court finds that the Customer has unlawfully terminated underclause 20then thattermination is deemed to be a termination for convenience underclause 19.1. Thetermination has effect from the date of the purported termination underclause 20.

22. Notices and other communications

22.1 A notice under this Contract must be in writing and signed (unless sent by email), andthat notice must be addressed to the receiving partys Contract Manager, or as otherwisenotified by the receiving party.

22.2 A notice is deemed to be effected:

(a) if delivered by handupon delivery to the relevant address;

(b) if sent by prepaid poston the second Business Day after the date of posting (or onthe seventh Business Day after the date of posting if posted to or from a place outsideAustralia);

(c) if sent by facsimile - when the sender's facsimile system generates a messageconfirming successful transmission of the entire notice unless, within eight businesshours after the transmission, the recipient informs the sender that it has not receivedthe entire notice,

(d) if transmitted electronicallyonly in the event that the receiving party or thereceivingpartys system acknowledges receipt by any means (including by means ofan electronic mail read receipt message),

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm ona Business Day, the notice is taken to be received at 9.00am on the next Business Day.


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23. Miscellaneous

23.1 This Contract may only be varied in writing signed by each party in the form of a ChangeOrder, or as otherwise agreed, and a right under this Contract may only be waived inwriting signed by the party entitled to the benefit of that right.

23.2 Except where this Contract expressly states otherwise, a party may, in its discretion, give

conditionally or unconditionally or withhold or grant then subsequently withdraw anyapproval or consent under this Contract, provided that the party acts reasonably in theexercise of its discretion.

23.3 The Service Provider must not assign or novate its obligations or rights under thisContract without the Customers prior written approval.

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

23.5 This Contract may be executed in counterparts. All executed counterparts constitute onedocument.

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

of any transaction contemplated by this Contract.

23.7 This Contract records the entire agreement between the parties in relation to its subjectmatter and supersedes any prior negotiations and communications between the parties inconnection with its subject matter whether written or oral.

23.8 A term or part of a term of this Contract that is illegal or unenforceable may be severedfrom this Contract and the remaining terms or parts of the terms of this Contract continuein force.

23.9 If a party does not exercise a right or remedy fully or at a given time, the party may stillexercise it later.

23.10 The Service Provider must not represent and must ensure that their officers, employees,agents and Subcontractors do not represent themselves, as being an officer, employee,partner or agent of the Commonwealth, nor does the Service Provider have any power orauthority to bind or represent the Commonwealth, except as expressly provided by thisContract. The Service Provider agrees not to misrepresent its relationship with theCommonwealth or engage in any misleading or deceptive conduct in relation to theServices.

23.11 The Service Provider must, before making a public announcement in connection with thisContract or any transaction contemplated by it, obtain the Customer's agreement to theannouncement, except if required by Law or a regulatory body (including a relevantsecurities exchange), in which case the Service Provider must, to the extent practicable,

first consult with and take into account the reasonable requirements of the Customer.

24. Governing law and jurisdiction

24.1 This Contract is to be construed in accordance with, and any matter related to it is to begoverned by, the law of the Australian Capital Territory, and the parties irrevocably andunconditionally submit to the exclusive jurisdiction of the courts of the Australian CapitalTerritory.

_________________________________


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Schedule 1Statement of Work (SOW)

Item A [Services]

(clauses 1.1, 2.1 and14.2)

Item B [Contract Material]

(clause 1.1)

Item C [Commencement and Timeframe]

(clauses 1.1 and 2.1)

Commencement Date

Completion Date

Timeframe

Item D [Fees]

(clauses 1.1, 8.1, 19.3 and 19.4)

Item E [Expenses and Costs]

(clauses 8.1 and 19.4)

Item F [Invoices]

(clause 8.1 and 8.3)

Item G [Background Material]

(clause 1.1)


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Item H [Facilities and Assistance]

(clause 19.2)

Item I [Standards and Best Practice]

(clause 2.1)

Item J [Specified Personnel]

(clause 1.1)

Item K [Contract Managers]

(clause 1.1)

The Customers Contract Manager

The Service Providers Contract Manager


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Schedule 2Change Order

Note: If the proposed changes will vary the Specifications, or the Services, the following form must becompleted

This Change Order (including its attachments, if any) serves to vary the Contract in accordancewith the terms set out below. Unless specifically stated in this Change Order, all terms and

conditions of the Contract continue unaffected.

1. Change Order number2. Raised by3. Details of change (use

attachments if required)

4. Implementation date ofChange Order

5. Effect on Services6. Plan for implementing the

change

7. Effect on Fees8. Effect on Documentation9. Other relevant matters

(eg transitional impacts)

The Contract Manager

Name (print)

Position

Signature

Date

Service Provider

Name (print)

Position

Signature

Date


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Signing page

EXECUTED as an agreement.

Signed for and on behalf of the Commonwealthof Australia as represented by the ~Agency~ABN 61 970 632 495 by its duly authorised

delegate in the presence of

Signature of witness Signature of delegate

Name of witness (print) Name of delegate (print)

Position of delegate (print)

ON: [in sert date]

[Note - Where the Service Provider is a company with multiple directors, select the execution block

below. If the Service Provider is not a company with multiple directors speak to Legal Services Branchregarding the Contract.]

Executed by [ insert name of company]

ABN: [insert]

in accordance with Section 127 of theCorporations Act 2001 in the presence of

Signature of director Signature of director/company secretary

(Please delete as applicable)

Name of director (print) Name of director/company secretary (print)

ON: [insert date] ON: [i nsert date]

Standard Form Accounting and Related Services Contract

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