SECTION I: CONTRACT TO BE EXECUTED

Consultancy Agreement

Australian Energy Market Operator Ltdand

Successful Tenderer

Australian Energy Market Operator LtdLevel 22, 530 Collins StreetMELBOURNE VIC 3000TEL: 1300 858 724FAX: 03 9609 8778

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Contents

OPERATIVE PROVISIONS

1 INTERPRETATION

2 ENGAGEMENT

3 TERM

4 PERSONNEL

5 CONSULTANT’S RESPONSIBILITIES

6 AEMO’S RESPONSIBILITIES

7 PAYMENTS TO CONSULTANT

8 GST

9 CONFIDENTIAL INFORMATION

10 DISCLOSURE

11 INTELLECTUAL PROPERTY

12 LIABILITY

13 INSURANCE

14 GOVERNANCE

15 DELAY

16 DISPUTE RESOLUTION

17 TERMINATION

18 NOTICES

19 MISCELLANEOUS

20 GOVERNING LAW ETC

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DETAILSDate:

Parties: Australian Energy Market Operator Limited ABN 94 072 010 327 of Level 22, 530 Collins Street, MELBOURNE VIC 3000

and

[Successful Tenderer] ABN [Consultant’s ABN]of [Consultant’s Address]

Consultant Contact: [Consultant’s Contact]

AEMO Contact: [AEMO’s Contact]

Commencement Date: 1 January 2016

Completion Date: 31 December 2019

Nominated Personnel: [Nominated Personnel]

Payment Period: 30 days after the date of receipt of an invoice in accordance with this Agreement.

Liability Cap: AEMO’s Liability Cap Consultancy Fee and Agreed Expenses due under this Agreement

Consultant’s Liability Cap $10 million

Insurance Cover: Professional Indemnity Insurance $ 5 million per occurrence

Public Liability Insurance $ 10 million per occurrence

Address for Service of Notices:

To AEMO:Level 22, 530 Collins Street, MELBOURNE VIC 3000Facsimile: (03) 9609 8778Attention: Company Secretary and General Counselcc:Level 22, 530 Collins Street, MELBOURNE VIC 3000Facsimile: 03 9609 8778Attention: Group Manager, Legal

To the Consultant:[Consultant’s Address for Notices]Facsimile: [Consultant’s Fax Number]Attention: [Consultant’s Nominee for Notices]

Governing Law: Victoria

Does AEMO require Undertakings from the Consultant’s Representatives?

Yes

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Operative Provisions

1 InterpretationDefinitions1.1 Unless a contrary intention appears, these meanings apply in this document:

Agreed Expenses means:

(a) the Expenses; and

(b) any other expenses incurred by the Consultant in performing the Consultancy Services in accordance with this Agreement and approved by the AEMO Contact subsequent to their being incurred.

Confidential Information means any information, regardless of form, concerning AEMO’s financial information, intellectual property (including know-how and trade and other secrets), discoveries, designs, computer systems, including software and source code used in AEMO's computer systems, and any information, or material derived from or incorporating any part of any of the above sources of information, any information concerning the operation of the National Electricity Market, or a Gas Market, and all information concerning the business or affairs of:

(a) AEMO (including the location and layout of AEMO’s premises);

(b) any one or more participants in the National Electricity Market or a Gas Market; and

(c) any person AEMO is in any way associated or concerned with in the course of its business,

of which the Consultant has, or will, become aware in the course of the Consultant’s performance of the Consultancy Services, or is developed by the Consultant in performing the Consultancy Services, other than information that:

(d) is or becomes part of the public domain other than through a breach of this Agreement;

(e) has rightfully been received by the Consultant from a third party who is under no obligation of confidence to AEMO; or

(f) the Consultant can prove by contemporaneous documentation has been developed by the Consultant other than in connection with the Consultancy Services.

Corporations Act means the Corporations Act 2001 (Cth).

Gas Market means any market for natural gas operated and administered by AEMO under the National Gas Law, including any ‘declared wholesale gas market’.

Insolvent means, in relation to a party, that:

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

(b) it has had a controller (as that term is defined in the Corporations Act) appointed or is in liquidation, in provisional liquidation, under administration or wound up or has had a receiver (as that term is defined in the Corporations Act) appointed to any part of its property;

(c) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this agreement);

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

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

(f) it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or makes a statement from which it can be reasonably inferred it is so subject);

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

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(h) something having a substantially similar effect to paragraphs (a) to (g) happens in connection with that person under the Law of any jurisdiction.

Intellectual Property includes all patents, copyright, moral rights, registered designs, registered and unregistered trademarks, trade secrets, knowhow and confidential information and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.

Law means Commonwealth, state, or local legislation, judicial, administrative, or regulatory decrees, judgments, awards or orders and all common laws and equity.

National Electricity Market means the wholesale exchange and power system operated and administered by AEMO under the National Electricity Law.

National Electricity Law is contained in the Schedule to the National Electricity (South Australia) Act 1996 (SA).

National Gas Law is contained in the Schedule to the National Gas (South Australia) Act 2008 (SA).

Representative means any director, officer, employee, contractor, agent and any other authorised representative of a person.

Capitalised terms not otherwise defined in this clause 1.1 are defined in the Details or in a Schedule.

Construction1.2 Unless a contrary intention appears in this document, a reference to:

(a) this Agreement includes any schedules and annexures;

(b) a document (including this Agreement) includes the document as novated, varied, or replaced, and despite any change in the identity of the parties;

(c) a clause, paragraph, schedule, or annexure is a reference to a clause, paragraph, schedule, or annexure to this Agreement;

(d) a clause is a reference to all its subclauses;

(e) legislation includes subordinate legislation and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them;

(f) the singular includes the plural and vice versa and a gender includes all genders;

(g) the word “person” includes a firm, a body corporate, a partnership, an unincorporated association or a government agency and any successor entity to those persons;

(h) the words “includes”, “including” or “such as” are not words of limitation, and when introducing an example, do not limit the meaning of the words to which the example relates to examples of a similar kind;

(i) a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(j) a party includes, where the context requires it, that person’s directors, officers, employees, contractors, agents and any other persons authorised by that party;

(k) an agreement, representation or warranty:

(i) in favour of two or more persons is for the benefit of them jointly and each of them severally;

(ii) by two or more persons binds them jointly and each of them severally;

(l) a thing (including an amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively, and to each of them individually;

(m) “dollars” or “$” means Australian dollars; and

(n) writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes facsimile transmissions.

1.3 If a word or phrase is defined in this Agreement, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

1.4 Headings are inserted for convenience and do not affect the interpretation of this Agreement.

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1.5 If, and to the extent of, any inconsistency between the Operative Provisions, schedules, or annexures to this document, the Operative Provisions will prevail over the schedules and annexures, and the schedules will prevail over the annexures.

1.6 No rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it.

2 EngagementAgreement between the parties2.1 In consideration of AEMO’s paying the Consultancy Fee, the Consultant agrees to provide the

Consultancy Services in accordance with this Agreement.

Prior Work and Consultancy Services2.2 Where the Commencement Date is before the date of this Agreement, all work provided by the

Consultant to AEMO before the date of this Agreement is taken to have been provided by the Consultant under this Agreement.

Timetable & Completion Date2.3 The Consultancy Services must be performed in accordance with the Timetable, or if there is no

Timetable, in a manner that ensures the Consultancy Services are completed by the Completion Date. If the Consultancy Services are likely to be delayed for any reason, the Consultant must follow the procedure set out in clause 14.

3 TermInitial Term3.1 This Agreement commences on the Commencement Date and continues until the Completion Date,

unless terminated earlier in accordance with this Agreement.

Options to Extend3.2 AEMO may extend the term of this Agreement for two periods of up to 12 months each by giving the

Consultant notice to that effect at least three months before the Completion Date, whereupon the Completion Date will be taken to have been amended to accord with the Completion Date referred to in the notice (New Completion Date).

3.3 Within [six] months of the New Completion Date, AEMO may request the Consultant to provide AEMO with details of the Consultancy Fee the Consultant proposes to charge AEMO should AEMO extend the terms of this Agreement for a period of up to 12 months from the New Completion Date. If AEMO accepts the Consultancy Fee proposed by the Consultant, AEMO will give the Consultant notice to that effect at least three months before the New Completion Date, whereupon the Completion Date will be taken to have been amended to accord with the New Completion Date referred to in the notice,

4 Personnel Nominated Personnel4.1 The Consultant agrees that the Nominated Personnel will perform the Consultancy Services.

4.2 The Consultant must not remove or replace Nominated Personnel without AEMO’s prior consent. AEMO may require the removal and prompt replacement of Nominated Personnel who are not performing the Consultancy Services to AEMO’s reasonable satisfaction. Any person who replaces Nominated Personnel must have comparable qualifications and experience and be reasonably acceptable to AEMO.

Criminal Offences4.3 If any of the Nominated Personnel are charged with having committed, or are convicted of, any criminal

offence other than a traffic or parking offence in any jurisdiction, the Consultant must immediately notify the AEMO Contact and respond in accordance with any direction given by the AEMO Contact concerning the Nominated Personnel.

Protection of Confidential Information and Intellectual Property 4.4 If indicated in the Contract Details, prior to commencing the performance of any obligation under this

Agreement, the Consultant must procure from each person nominated in the Contract Details an undertaking in the form contained in the Attachment.

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5 Consultant’s responsibilitiesConsultancy Services5.1 The Consultancy Services must be performed with due care and skill and all Deliverables must conform

with the requirements of this Agreement and be performed to the reasonable satisfaction of the AEMO Contact. Without limiting this requirement, the Consultancy Services must be performed at least to the standards referred to in:

(a) Standard on Assurance Engagements ASAE 3000 Assurance Engagements Other than Audits or Reviews of Historical Financial Information;

(b) Standard on Related Services ASRS 4400 Agreed-Upon Procedures Engagements to Report Actual Findings; and

(c) Standard on Assurance Engagements ASAE 3100 Compliance Engagements.

Compliance with Laws etc.5.2 The Consultant must comply with all relevant laws, rules, policies and procedures, including those

related to occupational health and safety and both physical and electronic security, that are in effect at AEMO’s premises, or apply to AEMO and its facilities. AEMO will notify the Consultant of relevant policies and procedures at all times.

Australian Auditing Standards5.3 Reviews are to be conducted in accordance with Australian Auditing Standards agreed with AEMO

(depending on the context), which include (without limitation):

Standard on Assurance Engagements ASAE 3000 Assurance Engagements Other than Audits or Reviews of Historical Financial Information;

Standard on Related Services ASRS 4400 Agreed-Upon Procedures Engagements to Report Actual Findings; and

Standard on Assurance Engagements ASAE 3100 Compliance Engagements.

AEMO will determine, in consultation with the Consultant, the type of reviews the Consultant must undertake.

Records & Audit5.3 The Consultant must keep accurate and complete records necessary to demonstrate compliance with

this Agreement and must allow AEMO and its statutory auditors access to inspect and copy those records at reasonable times on reasonable notice at any time up to a period of 3 years after this Agreement ends.

Conflict of interest5.4 The Consultant represents and warrants that, to the best of its knowledge, as at the date of this

Agreement neither it, nor any of the Nominated Personnel has any conflicts of interest. If the Consultant subsequently becomes aware of any conflict of interest, the Consultant must bring it to the attention of the AEMO Contact as soon as practicable, and comply with any directions for managing the conflict that the AEMO Contact, acting reasonably, may make.

5.5 For the purposes of clause 5.4, the Consultant’s entry into any agreement to provide services similar to the Consultancy Services with any operator of any wholesale or retail energy market in Australia not operated by AEMO will constitute a conflict of interest.

Interaction with other Consultants/Contractors5.6 The Consultant agrees that it will work co-operatively and harmoniously with AEMO and AEMO’s other

contractors and consultants.

No Solicitation5.7 For the duration of this Agreement and a period of 12 months thereafter, the Consultant must not, either

itself or through any other person, offer any employment or other engagement as a contractor or consultant to any AEMO employee or contractor.

Representations and Warranties 5.8 The Consultant represents and warrants to AEMO as at the date of this Agreement and at all times

thereafter that, in addition to any warranties that might be implied by Law:

(a) it will comply with all applicable Laws;

(b) it will not cause AEMO to be in breach of its legal obligations;

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(c) it will act in good faith towards AEMO;

(d) the Consultant’s Representatives are duly qualified and skilled to provide the Consultancy Services to AEMO;

(e) it will act with due care and skill at all times in the performance of the Consultancy Services and in accordance with applicable professional standards;

(f) it has, or will acquire, any necessary technology to enable it to perform the Consultancy Services in accordance with this Agreement; and

(g) it has full corporate power and authority to enter into, perform and observe its obligations under this Agreement, and that the execution, delivery and performance of this Agreement by it has been duly and validly authorised by all necessary corporate action.

6 AEMO’s responsibilitiesAccess to Premises etc6.1 The Consultant may request access to AEMO’s premises, systems, personnel and information that are

relevant to the provision of the Consultancy Services in accordance with any relevant AEMO policies or procedures.

6.2 Upon receipt of a request from the Consultant under clause 6.1 and provided the Consultant complies with any policies or procedures relating to the requested access, AEMO will make the requested premises, systems, personnel or information available to the Consultant as soon as reasonably possible unless AEMO, in its reasonable opinion, determines that the provision of such access would be:

(a) contrary to any confidentiality obligation owed by AEMO to a third party; or

(b) otherwise not in AEMO’s best interests.

7 Payments to ConsultantConsultancy Fee7.1 Subject to clause 7.3, the Consultant acknowledges that the Consultancy Fee fully compensates the

Consultant for all costs associated with the provision of the Consultancy Services, including the cost of any goods supplied with the Consultancy Services and any incidental services provided.

7.2 The Consultant must not charge AEMO for any level of resourcing applied to the performance of the Consultancy Services that exceeds what a properly qualified and experienced professional would have reasonably required to perform the Consultancy Services.

Agreed Expenses7.3 Provided they are reasonable having regard to the Consultancy Services performed, AEMO shall

reimburse the Consultant for the Agreed Expenses.

Invoicing and Payment7.4 The Consultant must submit invoices in accordance with Schedule 2.

7.5 Invoices forwarded by the Consultant must:

(a) include a reasonably detailed breakdown of the Consultancy Services covered by the invoice, including relevant milestones;

(b) give a breakdown for each day of the time taken by each Nominated Personnel performing the Consultancy Services covered by that invoice; and

(c) include details of any Agreed Expenses for which reimbursement is claimed.

7.6 AEMO will pay any undisputed invoice within the Payment Period. If AEMO disputes an invoice, AEMO will promptly notify the Consultant of AEMO’s reasons for the dispute and will pay the undisputed part (if any) within the Payment Period; the disputed part will then be dealt with in accordance with clause 16.

Payment not evidence7.7 No payment made by AEMO to the Consultant under this Agreement is conclusive evidence that the

Consultancy Services have been provided according to this Agreement unless that payment is accompanied by a certificate to that effect.

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8 GSTSums Exclude GST8.1 All sums payable, or consideration under this Agreement, are exclusive of GST.

Responsibility for GST8.2 If a supply is subject to GST, the recipient must pay to the supplier an additional amount equal to the

Consultancy Fee multiplied by the applicable GST rate at the same time as payment is made for the supply.

Administration8.3 Each party must provide valid tax invoices and assist the other party to claim input tax credits for GST

where relevant in connection with this Agreement and to provide such other reasonable assistance to facilitate the management by each party of its GST affairs in connection with this Agreement.

Defined Terms 8.4 In clause 8, the expressions “GST”, “consideration”, “input tax credit”, “recipient”, “supplier”,

“supply” and “tax invoice” have the meanings given to those terms in the in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

9 Confidential InformationNegative Undertaking 9.1 The Consultant agrees that at all times it will not:

(a) disclose the Confidential Information in any manner to any person other than:

(i) to its Representatives who require such Confidential Information for the proper performance of this Agreement;

(ii) as required by Law;

(iii) to its legal and other advisers and auditors; and

(iv) to a bona fide purchaser of the Consultant, or its business,

and will ensure that any such disclosure is made on an expressly confidential basis.

(b) use or permit to be used in any manner the Confidential Information for any purpose other than the performance of the Consultancy Services; and

(c) copy, exhibit or communicate or otherwise make use of any documentation relating to or concerning the Confidential Information, except to the extent necessary for the performance of the Consultancy Services.

Protection of Information9.2 The Consultant must take proper and adequate precautions to preserve the secrecy and confidentiality

of the Confidential Information and ensure that its handling and storage (both physical and electronic) of the Confidential Information is effective to restrict access to the persons detailed in clause 9.1(a).

9.3 If there is any uncertainty over whether any information is Confidential Information, the Consultant agrees to treat it as Confidential Information unless notified by AEMO to the contrary.

Consultant’s Responsibility for Representatives’ Conduct9.4 The Consultant must procure that its Representatives (regardless of whether they are still employed or

engaged by the Consultant) do not do or omit to do anything that:

(a) if done or omitted to be done by the Consultant, would be a breach of the Consultant’s obligations under this Agreement or an obligation of confidence owed to AEMO; or

(b) may cause any Representative to be in breach of the undertaking required to be given, or given under clause 10.2.

Recipient Assistance9.5 The Consultant must give AEMO all assistance it requires to take any action or bring proceedings in

relation to any act or omission giving rise to a breach of:

(a) this Agreement;

(b) an obligation of confidence owed to AEMO; or

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(c) an undertaking given under clause 10.2.

Publication of Articles9.6 The Consultant undertakes that it will not without AEMO’s prior consent, publish either alone, or in

conjunction with others, articles, photographs, and other illustrations relating to the Consultancy Services, or the fact that the Consultant has performed Consultancy Services for AEMO under this Agreement.

Return of Materials9.7 Subject to any requirements imposed by Law on the retention of documents applicable to the

Consultant, in which case the Consultant may retain as many copies as is necessary to meet those requirements, if AEMO notifies the Consultant that it requires it, the Consultant must deliver to AEMO (or with AEMO’s consent, destroy or erase) all documents and other information in any material form (be it visible or not) in the possession, power, or control of the Consultant relating to, or concerning the Confidential Information, including any copies of those documents and incidental materials then in existence.

10 DisclosureDisclosure required by Law10.1 If the Consultant is required by any Law to disclose any Confidential Information, the Consultant must:

(a) first give reasonable notice to and consult with AEMO;

(b) disclose no more Confidential Information than is strictly required; and

(c) do whatever is necessary to ensure that the disclosed Confidential Information is treated confidentially.

Disclosure to Representatives10.2 Before any Confidential Information is disclosed to any of its Representatives, the Consultant must:

(a) inform AEMO of the name and role of each Representative to whom it is to be Disclosed;

(b) cause each of those Representatives to sign an undertaking in favour of AEMO as set out in the Attachment; and

(c) deliver each of the signed undertakings to AEMO.

Representatives no longer requiring Confidential Information10.3 Whenever a Representative who has had access to Confidential Information:

(a) ceases to be employed by, or otherwise severs its business relationship with, the Consultant; or

(b) otherwise no longer requires the Confidential Information,

the Consultant must immediately notify AEMO and retrieve from the Representative, apart from a copy for audit purposes (if appropriate), all Confidential Information in the Representative’s possession or control.

11 Intellectual PropertyIntellectual Property in Deliverables11.1 Any Intellectual Property rights created in the development of the Deliverables will be owned by AEMO

and, if requested by AEMO, the Consultant will execute any necessary documents to secure appropriate protection of those Intellectual Property rights for AEMO.

Consultant’s Intellectual Property Unaffected11.2 Nothing in this Agreement affects the Consultant’s rights to existing Intellectual Property owned by the

Consultant that is used in the supply of the Consultancy Services and the Deliverables, but AEMO has an unrestricted right to use and deal with the Deliverables.

Third Party Rights not Infringed11.3 The Consultant warrants that the supply of the Consultancy Services and AEMO’s use of the

Deliverables as contemplated by this Agreement will not infringe the Intellectual Property of any other person.

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Protection against Third Party Claims11.4 The Consultant will indemnify AEMO against any loss, liability, cost or expense (including legal costs

and expenses on a full indemnity basis) suffered or incurred in connection with any claim alleging that the supply of the Consultancy Services or AEMO’s use of the Deliverables as contemplated by this Agreement, infringes the Intellectual Property of any other person. AEMO will notify the Consultant promptly of any such claim, and in any event within 7 days of becoming aware of it.

Handling of Claims11.5 The Consultant will be responsible for the defence of any claim covered by the indemnity under clause

11.4. On request, AEMO will provide the Consultant with reasonable assistance, provided the Consultant meets AEMO’s costs of doing so, including legal costs and expenses on a full indemnity basis. The Consultant must not agree to any settlement of a claim that would involve AEMO’s doing or refraining from doing anything, or would affect AEMO’s reputation, without AEMO’s prior consent.

12 Liability Unlimited Liability12.1 Neither party excludes liability in connection with this Agreement for:

(a) liability arising from a breach of clause 9;

(b) liability under clause 11.4; or

(c) fraud by the party.

Limit of Liability12.2 Subject to clause 12.1, the total liability of a party in connection with this Agreement (whether in

contract, tort, including negligence, or otherwise) is limited to the party’s Liability Cap.

Excluded Liability12.3 Subject to clause 12.1, neither party will be liable (whether in contract, tort (including negligence) or

otherwise) for loss of profits, business, revenue, goodwill, opportunity, or anticipated savings or for any other form of indirect or consequential loss or damage.

Relationship with National Electricity Law & National Gas Law 12.4 This Agreement does not vary or exclude the operation of section 119, 120 or 120A of the National

Electricity Law, or section 91BQ, 91BR, 91K and 91KB of the National Gas Law.

13 InsuranceMandatory insurance13.1 The Consultant must maintain:

(a) workers’ compensation insurance against any liability that might arise under any relevant Law;

(b) professional indemnity insurance from the commencement of the provision of the Consultancy Services until the expiration of 6 calendar years following the date of completion of the Consultancy Services for at least the amount specified in the Details; and

(c) public liability insurance for at least the amount specified in the Details,

on terms and with an insurer reasonably acceptable to AEMO.

Evidence of Currency13.2 The Consultant must provide AEMO with evidence of the currency of the required insurances on the

Commencement Date and thereafter upon renewal, and on AEMO’s request.

14 GovernanceMeetings and Reports14.1 The Consultant must provide the Reports and attend the Meetings specified in Schedule 3.

Variations to the Consultancy Services14.2 Either party may request a variation in the nature, scope or timing of the Consultancy Services.

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14.3 Upon the issue of a request under clause 14.2, the Consultant must prepare a proposal detailing the impact of the request on the Consultancy Services, the Consultancy Fee, Timetable, Completion Date and any other relevant issues.

14.4 The Consultant must not commence to perform any work other than the Consultancy Services until AEMO has agreed to the proposal.

Contacts14.5 AEMO appoints the AEMO Contact to be the point of contact with the Consultant for the administration

of this Agreement. The AEMO Contact’s actions are taken to be AEMO’s.

14.6 The Consultant appoints the Consultant Contact to be the point of contact with AEMO for the administration of this Agreement. The Consultant Contact’s actions are taken to be the Consultant’s.

15 DelayNotice of Delay15.1 As soon as it becomes apparent that an obligation under this Agreement might not be met on time, the

Consultant must promptly notify AEMO. The notice must include:

(a) the cause of the delay;

(b) the steps being taken by the Consultant to minimize the delay; and

(c) the extension of time requested.

Extension of Time15.2 AEMO will extend the time for meeting the affected obligation by a period AEMO considers reasonable

having regard to the extent to which performance has been delayed by causes beyond the Consultant’s control. The Timetable or Completion Date (as the case may be) will be revised to reflect any extension granted.

Failure to Notify of Delay15.3 If the Consultant does not notify AEMO of a delay in accordance with clause 15.1:

(a) AEMO is not obliged to grant an extension of time for the completion of the Consultancy Services;

(b) the Consultant must perform its obligations in accordance with the Timetable or Completion Date (as the case may be); and

(c) any principle of Law that might otherwise make the date of achievement of an obligation uncertain will not apply.

16 Dispute resolutionActivation of Dispute Resolution Process16.1 If a party claims that a dispute has arisen in relation to this Agreement they must give the other party a

notice (“Dispute Notice”).

16.2 A Dispute Notice must include details of:

(a) the nature of the dispute and the circumstances giving rise to the dispute;

(b) the party’s proposed resolution of the dispute; and

(c) contact details of the relevant delegate of that party with authority to resolve the dispute (“Delegate”).

Referral to Delegates 16.3 If a Dispute Notice is given by a party the parties’ Delegates must meet within 7 days of receipt of the

Dispute Notice and use their best endeavours to agree to a resolution of the dispute.

Referral to Chief Executive Officers 16.4 If the parties’ Delegates do not resolve the dispute within 7 days of their first meeting, the parties agree

to refer the dispute to each party’s Chief Executive Officer, who must meet within 7 days of receipt of the Dispute Notice and use their best endeavours to agree to a resolution of the dispute.

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Referral to Independent Expert 16.5 If the parties’ Chief Executive Officers do not resolve the dispute within 7 days of their first meeting, the

parties agree to refer the dispute to an independent expert for determination, where:

(a) the independent expert must be nominated by the Chairman, Institute of Arbitrators & Mediators Australia (Victorian Chapter);

(b) any meetings required by the independent expert may be held at a venue and time as reasonably determined by the independent expert in consultation with the parties; and

(c) the referral will be performed in accordance with the Institute of Arbitrators & Mediators Australia rules and standard form agreement current at the time.

16.6 Unless otherwise agreed, the costs of the independent expert are to be borne equally by the parties.

16.7 A party has no recourse to litigation in relation to a dispute under, or in relation to, this Agreement unless that party has complied with clause 16.

Urgent Interlocutory Relief16.8 Clause 16.7 does not prevent a party seeking an urgent interlocutory injunction from a court of

competent jurisdiction.

Parties to Continue Performance of this Agreement16.9 Unless otherwise agreed, the parties must continue to perform their obligations under this Agreement

despite the existence of a dispute.

17 TerminationTermination for Insolvency17.1 Either party may terminate this Agreement by 7 days’ notice to the other if the other party becomes

Insolvent.

Termination by AEMO for breach17.2 AEMO may terminate this Agreement if the Consultant commits a material breach of this Agreement

and the breach:

(a) is not capable of being cured; or

(b) is capable of being cured, but the Consultant fails to cure it within 7 days of receiving a notice of the breach from AEMO.

Termination by the Consultant for breach17.3 The Consultant may terminate this Agreement if AEMO fails to pay an undisputed invoice within 30 days

of receiving notice of failure to pay the invoice in accordance with clause 7.

Termination by AEMO for convenience17.4 AEMO may terminate this Agreement without cause by giving the Consultant 30 days’ notice.

Consequences of Termination17.5 On termination of this Agreement under clause 17:

(a) the Consultant must deliver to AEMO promptly the Deliverables, regardless of whether they are complete; and

(b) AEMO must pay the Consultant for Consultancy Services satisfactorily performed in accordance with this Agreement and any Agreed Expenses up to the date of the notice of termination on receipt of a proper invoice.

18 Notices18.1 A notice, approval, consent, agreement, or other communication (“communication”) required by this

Agreement must be:

(a) in writing;

(b) given by, or to the Representatives nominated for this purpose in the Details; and

(c) left at, sent by ordinary pre-paid post or by facsimile to, the address or number specified in the Details.

18.2 Unless a later time is specified in it, a communication takes effect from the time it is received.

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18.3 A communication is taken to be received:

(a) in the case of a posted letter, on the 3rd (7th, if posted to or from a place outside Australia) day after posting; and

(b) in the case of facsimile, at the time shown on a transmission report by the machine from which it was sent indicating that it was sent in its entirety to the facsimile number of the recipient.

19 MiscellaneousAssignment & Subcontracting19.1 The Consultant must not assign, transfer, novate or encumber its rights or obligations under this

Agreement or declare itself a trustee in relation to this Agreement without first obtaining AEMO’s consent.

19.2 The Consultant must not subcontract the performance of any Consultancy Services without the prior approval of the AEMO Contact. The AEMO Contact may give their approval subject to conditions. Such an approval does not relieve the Consultant of any of its obligations under this Agreement.

Waiver 19.3 A right may only be waived in writing, signed by the party giving the waiver and:

(a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right, or otherwise prevents the exercise of the right;

(b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and

(c) the exercise of a right does not prevent any further exercise of that right or of any other right.

Amendment19.4 An amendment to this Agreement will be effective only if made in writing and signed by the parties.

Approvals and consent19.5 AEMO may exercise its rights, remedies or powers in any way it considers appropriate.

Remedies cumulative19.6 A party’s rights, powers and remedies under this Agreement are in addition to the rights, powers or

remedies provided by Law.

Indemnities19.7 Any indemnities in this Agreement are continuing obligations, independent from the parties’ other

obligations under this Agreement and continue after this Agreement ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this Agreement.

Severance19.8 If a provision of this Agreement is void, unenforceable, or illegal in a jurisdiction, it is severed for that

jurisdiction. The remainder of this Agreement remains effective and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause 19.8 has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.

No merger19.9 The warranties, undertakings and indemnities in this Agreement do not merge on the expiry or

termination of this Agreement.

Supervening Law19.10 Any present or future Law that operates to vary the obligations of the Consultant under this Agreement

with the result that AEMO’s rights, powers, or remedies are adversely affected (including by way of delay or postponement) is excluded, except to the extent that its exclusion is prohibited or rendered ineffective by Law.

Counterparts19.11 This Agreement may consist of a number of copies, each signed by one or more parties to this

Agreement. If so, the signed copies make up one document and the date of this Agreement will be the date on which the last counterpart was signed.

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Entire agreement19.12 This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes

any previous agreements, understandings and negotiations on that subject matter.

Survival19.13 Clauses 5.3, 9, 10, 11, 12, 13, 16, 17, 18, 19 and 20 survive the end of this Agreement.

20 Governing law etc20.1 This Agreement is governed by the Law in force in the place specified in the Details. Each party

submits to the non-exclusive jurisdiction of the courts of that place.

EXECUTED as an agreement

SIGNED by Consultant’s signatory as authorised representative for SUCCESSFUL TENDERER PTY LTD in the presence of:

..............................................................................Signature of witness

..............................................................................Name of witness (block letters)

..............................................................................Address of witness

..............................................................................Occupation of witness

)))))))))))))))

..............................................................................By executing this agreement the signatory warrants that the signatory is duly authorised to execute this agreement on behalf of Successful Tenderer

SIGNED by AEMO’s signatory as authorised representative for AUSTRALIAN ENERGY MARKET OPERATOR LIMITED in the presence of:

..............................................................................Signature of witness

..............................................................................Name of witness (block letters)

..............................................................................Address of witness

..............................................................................Occupation of witness

)))))))))))))))))

..............................................................................By executing this agreement the signatory warrants that the signatory is duly authorised to execute this agreement on behalf of Australian Energy Market Operator Limited

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Schedule 1 – Consultancy Services

S1 Description of Consultancy Services [To be completed following agreement with successful Tenderer and based on the contents of the ITT]

S2 Description of Deliverables

[To be completed following agreement with successful Tenderer and based on the contents of the ITT]

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Schedule 2 – Consultancy Fee and Expenses

S2 Capped Time-based ratesS2.1 Rates

AEMO will pay the Consultancy Fee calculated at the rates set out below for work properly performed in the performance of the Consultancy Services and delivery of the Deliverables.

Personnel Title Rate

Financial Year Capped Amount

2015-16

2016-17

2017-18

2018-19 (should option be exercised)

S2.2 InvoicingThe Consultancy Fees are payable in instalments. A payment schedule will be agreed in the detailed plan reflecting the timing of the services provided.

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Schedule 3 - Governance

S3.1 Meetings(a) Schedule of meetings

Meeting Date

Risk and Compliance Committee meetings

As required, but at least 4 a year

(b) Meetings on 24 hours’ noticeThe Consultant will ensure that Nominated Personnel attend any Meeting convened by AEMO to discuss the Consultancy Services provided the Consultant is given at least 24 hours’ notice.

S3.2 Reports(a) Contents & timing of reports

The Consultant must provide the following reports at the times and to the persons indicated in the table below:

Subject matter of report

Issues to be covered Date to be delivered

Person to be delivered to

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Attachment – Undertaking

Date:

To: Australian Energy Market Operator Limited ABN 94 072 010 327 of Level 22, 530 Collins Street, MELBOURNE VIC 3000

I, (name of signatory), of (address of signatory) AGREE THAT:

Confidential Information1. I have been granted access to the Consultancy Agreement between AEMO and Successful

Tenderer and understand the nature of Successful Tenderer’s obligations to AEMO.

2. I will not, without AEMO’s prior consent, disclose any Confidential Information to anyone else.

3. I will not use any Confidential Information for any purpose other than the proper performance of the Consultancy Agreement.

4. If I am uncertain as to whether any information is Confidential Information, I will treat it as Confidential Information, unless AEMO advises me to the contrary.

Intellectual Property 5. I will disclose to AEMO all inventions, discoveries, improvements, designs, trade marks, work or

other subject matter created by me during the course of, or in connection with, the Consultancy Agreement.

6. By this Deed, I assign to AEMO any Intellectual Property that may arise, in any inventions, discoveries, improvements, designs, trade marks, work or other subject matter created by me during the course of, or in connection with, the Consultancy Agreement.

General7. Clause 1 of the Consultancy Agreement applies to this document.

EXECUTED as a )Deed Poll in the presence of: )

) ……...………………………….. Signature

Witness ………………………………….

Name of Witness (print) ………………………………….

Date of Signing: ………………

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