CONTRACT NO: AARC XX/20

DETAILS SCHEDULE

PARTIES

COMMONWEALTH OF AUSTRALIA represented by the Department of Defence ABN 68 706 814 312 (Commonwealth)

Commonwealth Representative:

(INSERT NAME)

Notice Details:

Address:

(INSERT POSTAL ADDRESS)

Fax:

(INSERT FAX NUMBER)

Email:

(INSERT EMAIL ADDRESS)

(Insert full name of Contractor) ABN (Insert Contractor's ABN) (Contractor)

Contractor Representative:

(INSERT NAME)

Notice Details:

Address:

(INSERT POSTAL ADDRESS)

Fax:

(INSERT FAX NUMBER)

Email:

(INSERT EMAIL ADDRESS)

INFORMATION TABLE

Item

Information

Item 1

Services:

Refer to Schedule 1

Item 2(clause 1.1)

Term:

Effective Date:

(INSERT DATE OF EXECUTION OF CONTRACT)

Commencement Date:

(INSERT DATE SERVICES ARE TO COMMENCE)

Expiry Date:

(INSERT DATE IF APPLICABLE)

Item 3 (clause 3.1a)

Service Requirements:

Refer to Schedule 1

Item 4 (clause 3.1a)

Location of Services:

Contractor’s Home Organisation

Item 5 (clause 3.1a)

Timing for Delivery of Services:

Refer to Schedule 1

Item 6(clause 3.1b)

Personnel to be used in the Provision of the Services:

Refer to Schedule 1

Item 7(clause 10.1)

Contract Price:

Refer to Schedule 2

Item 8(clause 14.1)

Out of Pocket Expenses:

Refer to Schedule 2

Item 9(clause 25.1)

Contractor Insurance Requirements:

Public liability insurance

Yes

$10M each and every public liability occurrence.

Products liability insurance

No

Professional indemnity insurance

Yes

$5M each claim and in the annual aggregate for all claims. Such insurance shall be maintained for 7 years following the date on which the Contract expires (or any earlier termination).

Item 10(clause 44.1)

Governing Law:

Australian Capital Territory

Item 11

Special Conditions

No

TABLE OF CONTENTS

Page

11.Term

12.Services

13.Provision of Services

14.Replacement Services

15.Nature of Engagement

16.Human Research

27.Inability to Obtain Ethics Approval

28.Public Announcements

29.Removal of Contractor’s Personnel

210.Payment

311.Invoice

312.Deduction from Payment

313.Price Basis

414.Out of Pocket Expenses

415.Intellectual Property Ownership & Licence

416.Moral Rights

417.Intellectual Property Indemnity

518.Provision of Technical Data

519.Government Furnished Material

620.Contractor managed Commonwealth Assets

621.Stoctaking of Contractor managed Commonwealth Assets

722.Termination

723.Termination for Convenience

724.Security and Safety

825.Insurance

926.Set Off

927.Indemnity

928.Privacy

929.CONFIDENTIALITY

1030.Conflict of Interest

1031.Notices

1032.ASSIGNMENT

1033.Subcontracting

1034.Approvals and Compliance

1035.COMMONWEALTH ACCESS

1136.Precedence of Documents

1137.Change to the Contract

1138.Key Persons

1139.Severability

1140.Warranty

1141.Survivorship

1242.Waiver

1243.Workplace Gender Equality

1244.governing law

1245.Entire Agreement

1246.Definitions

16Schedule 1 – PROVISION OF SERVICES

19Schedule 2 – Payment

20Schedule 3 – Publication Guides

22Schedule 4 – style guide

1. Term

1.1 The Contract takes effect on the Effective Date. The Services commence on the Commencement Date and unless terminated earlier in accordance with the Contract or otherwise, end on the Expiry Date or completion of the Services if no Expiry Date is specified.

2. Services

2.1 The Contractor agrees to provide the Services to the Commonwealth and the Commonwealth agrees to purchase the Services in accordance with the terms of the Contract.

3. Provision of Services

3.1 The Contractor shall provide the Services to the Commonwealth:

a. for the period, at the times and locations (as applicable), and in accordance with any requirements for the provision of the Services as specified in the Schedule 1;

b. using the personnel identified in the Schedule 1 or otherwise using appropriately qualified, skilled and experienced personnel;

c. ensure that the Services are provided to a standard of quality not less than industry best practice for services of the same type as those Services and, without limiting clause 3.1a, in a timely manner;

d. to the satisfaction of the Commonwealth Representative; and

e. in accordance with any other requirements specified in the Contract.

3.2 The Contractor shall promptly notify the Commonwealth if the Contractor or any of its officers, employees, agents or subcontractors becomes aware that the Contractor will be unable to provide all or part of the Services in accordance with the requirements of this clause 3.

4. Replacement Services

4.1 If the Contractor fails to provide the Services in accordance with the Contract, the Contractor shall, at its cost, provide replacement Services or take any other action to rectify any aspect of the Services which do not comply with the Contract, as directed by the Commonwealth.

5. Nature of Engagement

5.1 The Commonwealth engages the Contractor to provide the Services as an independent contractor and not as the Commonwealth’s agent or employee. The Contractor has no authority to bind the Commonwealth or act on the Commonwealth's behalf at any time. The Contractor is not entitled to any benefit from the Commonwealth usually attributable to an employee.

6. Human Research

6.1 Human Research on Defence Personnel:

a. The Contractor acknowledges and agrees not to perform Human Research involving Defence Personnel without prior approval (Ethics Approval) from:

(i) the Low Risk Ethics Panel (DPR-LREP); or Departments Defence and Veterans' Affairs Human Research Ethics Committee (DDVA HREC).

b. Once Ethics Approval is granted, the Contractor must conform to the Defence’s Human and Animal Research Manual (including the privacy policy).

c. If Human Research is proposed as noted in Schedule 1, Item 4 the parties agree that subject to Ethics Approval, the Services will incorporate Human Research on Defence Personnel as described in Schedule 1.

6.2 Human Research on persons who are not Defence Personnel:

a. The Contractor acknowledges and agrees not to perform Human Research involving persons who are not Defence Personnel without prior approval (Ethics Approval) from their Home Organisation.

b. The Contractor must conform to the policies of their Home Organisation (including the privacy policy) with respect to any Human Research on persons who are not Defence Personnel.

c. If Human Research is proposed as noted in Schedule 1, Item 4 the parties agree that subject to approval from the Home Organisation, the Services will incorporate Human Research on persons who are not Defence Personnel as described in Schedule 1.

7. Inability to Obtain Ethics Approval

7.1 The parties agree that in the event that Ethics Approval is not granted in accordance with clause 6, the Commonwealth may at its absolute discretion terminate or reduce the scope of the Contract in accordance with clause 22.1c.

8. Public Announcements

8.1 All research outcomes are subject to a review by the Commonwealth to determine an appropriate security classification.

8.2 The Commonwealth, at its sole discretion, may determine that research outcomes are classified for security reasons for internal use only, and are not to be published.

8.3 The Contractor shall consult with the Commonwealth Representative prior to any public announcement which refers or is connected to the Contract. This clause does not apply to:

a. routine marketing activities which to not entail the use of classified, confidential or commercially sensitive information; or

b. the use of information that is publically available other than by breach of this clause.

8.4 The Commonwealth must have first right to publish the Contract Materials.

8.5 The Contractor may not publish or share the Contract Materials until it has the prior written approval of the Commonwealth Representative.

8.6 The Contractor must acknowledge the Commonwealth if publishing the Contract Materials in accordance with this clause 8, in a form and with wording approved by the Commonwealth Representative in writing.

9. Removal of Contractor’s Personnel

9.1 The Commonwealth, acting reasonably, may give notice requiring the Contractor to remove any personnel from work in respect of the Services. The Contractor shall promptly arrange for their replacement with personnel of appropriate qualifications, skills and experience acceptable to the Commonwealth at no additional cost to the Commonwealth.

10. Payment

10.1 Subject to clause 12 and Schedule 2, the Commonwealth shall pay the Contractor the Contract Price within 20 days after receipt of a correctly rendered invoice.

10.2 If Schedule 2 provides for the payment of the Contract Price by way of instalments, the Commonwealth shall pay the Contractor the amount of the relevant instalment to the Contractor within 20 days after receipt of a correctly rendered invoice.

10.3 If Schedule 2 provides for the payment of the Contract Price by way of milestone payments, the Commonwealth shall pay the Contractor the amount of the relevant milestone payment to the Contractor within 20 days after receipt of a correctly rendered invoice.

10.4 If the Details Schedule provides for the reimbursement of Out of Pocket Expenses, the Commonwealth shall pay the Contractor the amount of those Out of Pocket Expenses which have been incurred by the Contractor in accordance with the Contract, within 20 days after receipt of a correctly rendered invoice.

10.5 If the Commonwealth fails to pay a correctly rendered invoice within 20 days after the date of receipt and the Contract Price is valued up to and including A$1 million, the Commonwealth shall pay interest on the unpaid amount at the General Interest Charge Rate calculated in respect of each day that the payment was late.

10.6 The Commonwealth shall pay interest whether or not the Contractor has submitted a separate invoice for the interest amount. Interest shall only be payable in accordance with this clause 10 if the interest amount exceeds A$100.

11. Invoice

11.1 An invoice is correctly rendered under clause 10 if:

a. the amount claimed for payment is calculated in accordance with the Contract and the Details Schedule provides that the amount is due for payment;

b. the Services meet the requirements of the Contract; and

c. the invoice:

(i) is set out in a manner that enables the Commonwealth to ascertain the Services to which the invoice relates and that part of the Contract Price payable in respect of those Services;

(ii) if the Details Schedule provides for the reimbursement of Out of Pocket Expenses, the invoice separately itemises all expenses for which reimbursement is being sought. Copies of invoices substantiating the Out of Pocket Expenses shall be attached to the invoice;

(iii) contains the Contract number, the name and phone number of the Contractor Representative and is addressed as specified in the Details Schedule; and

(iv) is a valid tax invoice in accordance with the GST Act.

11.2 The Contractor shall promptly provide to the Commonwealth such supporting documentation and other evidence reasonably required by the Commonwealth to substantiate performance of the Contract by the Contractor or payment of the Contract Price by the Commonwealth.

12. Deduction from Payment

12.1 The Commonwealth may deduct from any payment of the whole or part of the Contract Price any taxes, charges, insurance premiums or levies imposed by law upon the Commonwealth which are ordinarily required to be paid by the Contractor as a result of the Contractor providing the Services. In doing so, the Contractor will be the entity that is taken to be complying with legislative requirements and the Commonwealth will not be seen to be treating the Contractor or any of its officers, employees, agents and subcontractors as anything other than an independent contractor.

13. Price Basis

13.1 The Contract Price is inclusive of:

a. GST and all taxes, duties and government charges imposed or levied in Australia or overseas;

b. remuneration to the Contractor’s officers, employees, agents and subcontractors, including salaries, wages, fees, superannuation, annual leave, sick leave, long service leave and all other benefits to which any of them may be entitled under any contract with the Contractor or under any award, statute or at common law;

c. costs in respect of procuring and maintaining the insurances required under clause 25; and

d. costs of compliance with all other statutory, award or other legal or contractual requirements with respect to the Contractor's officers, employees, agents and subcontractors.

14. Out of Pocket Expenses

14.1 Except as provided for in the Details Schedule, the Contractor shall perform its obligations under the Contract at its own cost and neither the Contractor nor any of its officers, employees, agents and subcontractors will be entitled to be reimbursed for any Out of Pocket Expenses incurred in providing the Services.

15. Intellectual Property Ownership & Licence

15.1 Nothing in the Contract affects the ownership of Background IP or Third Party IP.

15.2 Ownership of all Contract Material vests on its creation in the Contractor.

15.3 The Contractor grants to, or must obtain for, the Commonwealth a royalty-free, irrevocable, world-wide, perpetual, non-exclusive licence, including the right to sub-licence, in respect of all Contract Material (including any Background IP and Third Party IP insofar as it is incorporated into the Contract Material):

a. to use, maintain, modify, develop and dispose of the Services or Contract Material, including to publish Contract Material on any Defence internet portal, both internal to Defence and external to Defence;

b. to complete the Services upon termination of the Deed or any Contract; and

c. to remedy defects or omissions in the Services in accordance with clause 40.

15.4 The Contractor shall ensure that before a Subcontractor commences work in relation to the Services, the Commonwealth is granted a licence in respect of all Background IP and Foreground IP owned by or licensed to a Subcontractor on the same terms as clause 15.3.

15.5 The Contractor shall ensure that the Commonwealth is granted a licence to exercise all Third Party IP in accordance with clause 15.3 before such Intellectual Property is incorporated into the Contract Material.

15.6 The Commonwealth may, on request, grant the Contractor a licence to exercise Foreground IP owned by the Commonwealth.

16. Moral Rights

16.1 The Contractor represents and warrants that:

a. the provision of the Services and Commonwealth’s use of the Contract Material will not infringe the Moral Rights of any person; and

b. it has the necessary rights to vest the Intellectual Property rights and grant the licences as provided in clause 15.

17. Intellectual Property Indemnity

17.1 The Contractor shall indemnify the Commonwealth its officers, employees, Subcontractors, agents, licensees or sub-licensees against any liability, loss, damage, cost (including the cost of any settlement and legal costs and expenses on a solicitor and own client basis), compensation or expense sustained or incurred by the Commonwealth which arises out of any action, claim, dispute, suit or proceeding brought by any third party in respect of any:

a. infringement or alleged infringement of that third party’s IP rights including Moral Rights when the infringement or alleged infringement arises out of any activity permitted under any licence or assignment under the Contract; or

b. breach or alleged breach of any duty of confidentiality owed to that third party, when the breach is caused by any act or omission on the part of the Contractor or any of its Subcontractors, officers, employees or agents (whether or not such act or omission constitutes a breach of the Contract).

For the purposes of this clause 17, ‘infringement’ includes unauthorised acts which would, but for the operation of section 163 of the Patents Act 1990, section 96 of the Designs Act 2003, section 183 of the Copyright Act 1968, and section 25 of the Circuits Layout Act 1989, constitute an infringement.

18. Provision of Technical Data

18.1 The Contractor shall provide with the Services all Technical Data (TD) necessary for the Commonwealth to exercise its IP rights as defined in clause 15, for the purposes permitted by the IP licence at clause 15.3.

18.2 The Contractor shall ensure that all TD provided to the Commonwealth will enable a reasonably skilled person to efficiently and effectively do the things permitted to be done by the Commonwealth in the exercise of its IP rights under clause 15.

19. Government Furnished Material

19.1 If specified in and required under any Contract, the Commonwealth shall deliver or provide access to, and the Contractor shall manage, GFM in accordance with the Deed and any Contract at the place and times specified in that Contract or otherwise determined by the relevant Authorised Officer.

19.2 Unless otherwise notified to the Contractor by the Commonwealth, GFM remains the property of the Commonwealth. The Commonwealth is entitled to identify GFM as its property and the Contractor shall preserve any means of identification.

19.3 Upon receipt of GFM, the Contractor shall:

a. inspect GFM for physical damage, any defects or deficiencies which impact on, or are likely to impact on, the intended use of the GFM; and

b. report its satisfaction or dissatisfaction with the GFM in writing to the relevant Authorised Officer within five Working Days.

19.4 The Contractor shall:

a. take all reasonable care of, and be liable for loss of or damage to, GFM in its care, custody or control; and

b. utilise the GFM in performing the Services with a high degree of professional skill and care and in accordance with the relevant Contract.

19.5 The Contractor shall return GFM (other than consumable items of GFM) to the Commonwealth as specified in the relevant Contract or as directed by the relevant Authorised Officer.

19.6 The Contractor acknowledges and agrees that the Commonwealth does not give any warranty or representation about the suitability or fitness of any GFM for any particular use or application.

19.7 The Contractor shall not:

a. without the prior written approval of the relevant Authorised Officer:

(i) use GFM other than for the purposes of the relevant Contract;

(ii) modify GFM;

(iii) transfer possession or control of GFM to any other party;

(iv) communicate or divulge GFM to any other party; or

b. create or allow to be created any lien, charge, mortgage or encumbrance over any GFM.

19.8 The Contractor shall not use GFM other than for a purpose for which the GFM was designed, manufactured or constructed.

19.9 The relevant Authorised Officer may notify the Contractor of any IP rights applicable to the GFM and the Contractor shall not act contrary to the existence of such rights.

20. Contractor managed Commonwealth Assets

20.1 The Contractor shall take all reasonable care of CMCA and shall provide facilities to store and handle all CMCA as they are received.

20.2 The Contractor shall, within five Working Days of becoming aware that any CMCA is lost, destroyed, damaged, defective or deficient, notify the Authorised Officer of the event in writing.

20.3 The Contractor shall be liable to the Commonwealth for loss or destruction of, damage to or defects or deficiencies in, the CMCA, caused by any unlawful, wilful or negligent act or omission of the Contractor, Contract Personnel, Subcontractor(s) and Subcontractor Personnel, except to the extent that the loss, destruction, damage, defects or deficiencies result from any unlawful, reckless or negligent act or omission on the part of the Commonwealth or Commonwealth Personnel. Subject to clause 20.4, or an agreement by the parties to replace the CMCA, the Contractor shall compensate the Commonwealth for the loss or destruction of, damage to or defects or deficiencies in, the CMCA and the Commonwealth may recover an amount equivalent to the value of the compensation as a debt due to the Commonwealth.

20.4 If, in the opinion of the Commonwealth Representative, the Contractor has the necessary capacity, the Commonwealth Representative may require the Contractor, by notice in writing, to transport, dispose of or repair, damaged, defective or deficient CMCA. If the Contractor is liable under clause 20.3 for the damage, defect or deficiency, the work performed by the Contractor under this clause 20.4 shall discharge or partially discharge the Contractor’s liability. If the Contractor is not liable under clause 20.3 for the damage, defect or deficiency, the Contractor shall, if the parties agree in advance to the cost of the work, perform the work for no more than the agreed cost.

21. Stoctaking of Contractor managed Commonwealth Assets

21.1 The Contractor shall:

a. institute, maintain and apply a system for, the accounting for and control, handling, preservation, protection and maintenance of CMCA;

b. undertake quarterly stocktakes and other assurance checks of CMCA; and

c. develop and deliver quarterly CMCA stocktaking reports that include the following information:

(i) the stocktake number;

(ii) the storage location of all goods included in the stocktake;

(iii) all stocktake codes;

(iv) stocktake start and end dates; and

(v) statistical data including the quantity and value of all discrepancies, shelf stock held, shelf stock stocktaked, surpluses and deficiencies.

21.2 The Contractor shall promptly conduct investigations into every discrepancy arising from stocktakes of CMCA.

21.3 The Contractor shall immediately notify the Authorised Officer of any deficiencies that are discovered through a stocktake or other assurance checks of CMCA.

22. Termination

22.1 The Commonwealth may terminate the Contract if the Contractor:

a. does not provide, or notifies the Commonwealth that it will be unable to provide, all of the Services for the period, at the times and locations (as applicable), and in accordance with any requirements for the provision of the Services as specified in the Details Schedule;

b. does not provide replacement personnel acceptable to the Commonwealth in accordance with clause 9;

c. breaches the Contract and the breach is not capable of remedy;

d. does not remedy a breach of the Contract which is capable of remedy within the period specified by the Commonwealth in a notice of default issued by the Commonwealth to the Contractor requiring the Contractor to remedy the breach;

e. becomes bankrupt or insolvent; or

f. breaches any of its obligations under clause 24.

23. Termination for Convenience

23.1 In addition to any other rights it has under the Contract, the Commonwealth may at any time terminate the Contract by notifying the Contractor in writing. If the Commonwealth issues such a notice, the Contractor shall stop work in accordance with the notice, comply with any directions given by the Commonwealth and mitigate all loss, costs (including the costs of its compliance with any directions) and expenses in connection with the termination, including those arising from affected subcontracts.

23.2 The Commonwealth will only be liable for payments to the Contractor for Services provided to the Commonwealth before the effective date of termination and any reasonable costs incurred by the Contractor that are directly attributable to the termination, if the Contractor substantiates these amounts to the satisfaction of the Commonwealth.

23.3 The Contractor will not be entitled to profit anticipated on any part of the Contract terminated.

24. Security and Safety

24.1 If the Commonwealth provides the Contractor with access to any Commonwealth place, area or facility, the Contractor shall comply with any security and safety requirements notified to the Contractor by the Commonwealth or of which the Contractor is aware and ensure that its officers, employees, agents and subcontractors are aware of and comply with such security and safety requirements.

24.2 The Contractor shall:

a. comply with, and shall ensure that all subcontractors comply with, the applicable WHS Legislation when performing work under the Contract; and

b. where applicable, comply with, and shall ensure that all subcontractors comply with, the obligation under the WHS Legislation to, so far as is reasonably practicable, consult, co-operate and co-ordinate activities with the Commonwealth, the Contractor or the subcontractors (as the case may be) and any other person who, concurrently with the Commonwealth, the Contractor or the subcontractor (as the case may be), has a work health and safety duty under the WHS Legislation in relation to the same matter.

24.3 Without limiting the Contractor’s obligations under the Contract or at law or in equity (and subject to any relevant foreign government restrictions), the Contractor shall, in connection with or related to the Services, provide, and shall use its reasonable endeavours to ensure that a subcontractor provides, to the Commonwealth within 14 days (or such other period as agreed by the Commonwealth in writing) of a request by the Commonwealth any information or copies of documentation requested by the Commonwealth and held by the Contractor or subcontractor (as the case may be) to enable the Commonwealth to comply with its obligations under the WHS Legislation.

24.4 The Contractor shall not use Asbestos Containing Material in providing the Services and shall not take any Asbestos Containing Material onto Commonwealth premises in connection with providing the Services.

24.5 If a Notifiable Incident occurs in connection with work carried out under the Contract:

a. on Commonwealth premises;

b. which involves Commonwealth personnel; or

c. which involves a Commonwealth specified system of work,

the Contractor shall:

d. immediately report the incident to the Commonwealth;

e. promptly provide the Commonwealth with copies of any notices or other documentation provided to, or issued by, the relevant Commonwealth, State or Territory regulator in relation to the Notifiable Incident;

f. provide the Commonwealth with such other information as may be required by the Commonwealth to facilitate the notification to or investigation by the Commonwealth regulator of the Notifiable Incident in accordance with the WHS Legislation (including the completion of the Department of Defence Form AE527 (as amended or replaced from time to time)); and

g. provide other reasonable assistance required by the Commonwealth to undertake mandatory incident reporting.

24.6 To the extent not inconsistent with the express requirements of the Contract, the Commonwealth may direct the Contractor to take specified measures that the Commonwealth considers reasonably necessary to comply with applicable legislation relating to work health and safety, including the WHS Legislation, in relation to the provision of the Services. The Contractor shall comply with the direction unless the Contractor demonstrates to the reasonable satisfaction of the Commonwealth that it is already complying with the WHS Legislation in relation to the matter to which the direction relates or the direction goes beyond what is reasonably necessary to achieve compliance with the WHS Legislation.

24.7 The Contractor shall ensure that the Commonwealth and Commonwealth personnel are able to make full use of the Services for the purposes for which they are intended, and to maintain, support and develop the Services, without the Commonwealth or Commonwealth personnel contravening any applicable legislation relating to work health and safety including the WHS Legislation, any applicable standards relating to work health and safety or any Commonwealth or Defence policy relating to work health and safety.

24.8 From time to time the Commonwealth may advise the Contractor of hazards to health and safety that have been identified at, or in the proximity of, Commonwealth premises where Contractor and/or subcontractor personnel may be working.

24.9 On receipt of advice from the Commonwealth under clause 24.8, the Contractor shall undertake necessary risk assessments, identify control measures and advise Contractor and/or subcontractor personnel of the hazards and risks and relevant control measures.

25. Insurance

25.1 The Contractor shall procure and maintain:

a. workers compensation insurance or registration as required by law;

b. the insurances specified in the Details Schedule (if any); and

c. such other insurances and on such terms and conditions as a prudent contractor, providing services similar to the Services, would procure and maintain.

26. Set Off

26.1 If the Contractor owes any debt to the Commonwealth in connection with the Contract, the Commonwealth may deduct the amount of the debt from payment of the Contract Price.

27. Indemnity

27.1 The Contractor indemnifies the Commonwealth, its officers, employees and agents against any liability, loss, damage, cost (including the cost of any settlement and legal costs and expenses on a solicitor and own client basis), compensation or expense arising out of or in any way in connection with:

a. a default or any unlawful, wilful or negligent act or omission on the part of the Contractor, its officers, employees, agents or subcontractors; or

b. any action, claim, dispute, suit or proceeding brought by any third party in respect of any infringement or alleged infringement of that third party’s Intellectual Property or moral rights in connection with the Services.

27.2 The Contractor’s liability to indemnify the Commonwealth under clause 27.1a is reduced to the extent that any wilful, unlawful, or negligent act or omission of the Commonwealth, its officers, employees or agents contributed to the liability, loss, damage, cost, compensation or expense.

28. Privacy

28.1 The Contractor shall:

a. if it obtains Personal Information in the course of performing the Contract, use or disclose that Personal Information only for the purposes of the Contract subject to any applicable exceptions in the Privacy Act 1988 (Cth);

b. comply with its obligations under the Privacy Act 1988 (Cth); and

c. as a contracted service provider, not do any act or engage in any practice which, if done or engaged in by the Commonwealth, would be a breach of the Australian Privacy Principles.

28.2 The Contractor shall notify the Commonwealth as soon as reasonably practicable if:

a. it becomes aware of a breach or possible breach of any of the obligations contained, or referred to, in this clause 28, whether by the Contractor, subcontractor or any other person to whom the Personal Information has been disclosed for the purposes of the Contract; or

b. in relation to Personal Information obtained in the course of performing the Contract:

(i) it becomes aware that a disclosure of such Personal Information may be required by law; or

(ii) it is approached by the Privacy Commissioner.

28.3 The Contractor shall ensure that its officers, employees and agents who deal with Personal Information for the purposes of the Contract are aware of, and comply with, this clause 28.

28.4 The Contractor shall ensure that any subcontract entered into for the purposes of fulfilling its obligations under the Contract, contains provisions to ensure that the subcontractor complies with clauses 28.1, 28.2a and 28.4.

29. CONFIDENTIALITY

29.1 The Contractor shall not disclose any Commonwealth Confidential Information to any third party without the prior written consent of the Commonwealth. The Contractor will not be in breach of this clause in circumstances where it is required by law to disclose any Commonwealth Confidential Information.

30. Conflict of Interest

30.1 The Contractor warrants that, to the best of its knowledge after making diligent enquiries at the Effective Date, no conflict of interest exists or is likely to arise in the performance of its obligations under the Contract by itself or by any of its officers, employees, agents or subcontractors.

30.2 The Contractor shall notify the Commonwealth in writing promptly if such a conflict of interest arises, or appears likely to arise.

30.3 Within seven days after giving notice under clause 30.2, the Contractor shall notify the Commonwealth in writing of the steps it will take to resolve the issue. If the Commonwealth considers those steps are inadequate, it may direct the Contractor to resolve the issue in a manner proposed by the Commonwealth. If the Contractor fails to notify the Commonwealth in accordance with clauses 30.2 or 30.3 or is unable or unwilling to resolve the issue in the required manner, the Commonwealth may terminate the Contract in accordance with clause 22.

31. Notices

31.1 Any notice or communication under the Contract will be effective if it is in writing, signed and delivered to the Commonwealth Representative or the Contractor Representative, as the case may be, at the address, email or fax number set out in the Details Schedule.

32. ASSIGNMENT

32.1 The Contractor shall not assign any of its rights under the Contract without the prior written consent of the Commonwealth.

33. Subcontracting

33.1 The Contractor shall not subcontract the whole or part of its obligations under the Contract without the prior written consent of the Commonwealth. Subcontracting the whole or part of the Contractor’s obligations under the Contract will not relieve the Contractor from any of its obligations under the Contract. Upon request the Contractor shall make available to the Commonwealth the details of all subcontractors engaged to provide the Services under the Contract. The Contractor acknowledges that the Commonwealth may be required to disclose such information.

34. Approvals and Compliance

34.1 The Contractor shall obtain and maintain in full force any necessary export licences, licences, accreditations, permits, registrations, regulatory approvals or other documented authority (however described) required by law and necessary for the provision of the Services. The Contractor shall comply with and ensure its officers, employees, agents and subcontractors comply with the laws from time to time in force in the State, Territory or other jurisdictions in which any part of the Contract is to be carried out and all Commonwealth policies relevant or applicable to the Contract.

35. COMMONWEALTH ACCESS

35.1 If the value of the Contract (by itself or cumulatively with previous changes to the Contract) is equal to or greater than A$100,000, the Contractor shall permit the Commonwealth and its nominees timely and sufficient access to its premises, records or accounts relevant to the Contract to conduct audits under the Auditor-General Act 1997. The Commonwealth and its nominees may copy any records or accounts relevant to the Contract and retain or use these records and accounts for this purpose.

36. Precedence of Documents

36.1 If there is any inconsistency between provisions of the Contract, a descending order of precedence shall be accorded to:

(i) the conditions of contract;

(ii) the Schedules; and

(iii) any document incorporated by express reference as part of the Contract,

so that the provision in the higher ranked document, to the extent of the inconsistency, shall prevail.

37. Change to the Contract

37.1 Either party may propose a change to the Contract. The Contract may only be varied by Deed of Variation that is signed by both parties. The parties shall not be liable to each other for any additional work undertaken or expenditure incurred unless the change and subsequent price adjustment is agreed by both parties in accordance with this clause 37.

38. Key Persons

38.1 The Contractor shall use the Key Persons detailed at Schedule 1 to deliver the Services under the Contract.

38.2 If a Key Person is no longer available to deliver the Services, the Contractor is to notify Commonwealth’s Representative as soon as possible but not longer than five (5) working days. Notification is to include details of the proposed replacement, if any, and any anticipated impact on the delivery dates for the Services (contained within Schedule 1).

39. Severability

39.1 If any part of the Contract is or becomes illegal, invalid or unenforceable, the legality, validity or enforceability of the remainder of the Contract shall not be affected and shall be read as if that part had been severed.

40. Warranty

40.1 The Contractor warrants that it has the necessary expertise, experience, capacity and capability required to perform the Services in accordance with a standard of care, skill and diligence that would be exercised by a competent supplier of such services and that the Services shall be fit for purpose and conform with the requirements of the Contract.

40.2 The Contractor warrants that it has obtained any necessary approvals through the Contractor’s Home Organisation to be affiliated with the Commonwealth in the provision of the Services and given effect to clause 6 and 7.

40.3 The Contractor, unless the Commonwealth Representative otherwise allows, shall meet all costs of, and incidental to, the discharge of the warranties under this clause 40.

40.4 The Contractor acknowledges that the Commonwealth enters into the Contract in reliance on the Contractor’s warranties in this clause 40, and the Contractor’s skill and judgment in rendering the Services.

40.5 The rights and remedies provided in this clause 40 are in addition to, and shall not limit, any other rights of the Commonwealth under the Contract or otherwise.

41. Survivorship

41.1 Any provision of the Contract which expressly or by implication from its nature is intended to survive the termination or expiration of the Contract and any rights arising on termination or expiration shall survive, including provisions relating to Sensitive: Commercial Information, Privacy, Intellectual Property, Defence Security and any warranties, guarantees, licences, indemnities or financial and performance securities given under the Contract.

42. Waiver

42.1 Failure by either party to enforce a term of the Contract shall not be construed as in any way affecting the enforceability of that term or the Contract as a whole.

43. Workplace Gender Equality

43.1 The Contractor shall comply with its obligations under the Workplace Gender Equality Act 2012 (Cth) (WGE Act), if any. If the Services constitute a procurement that is at or above the relevant procurement threshold in the Commonwealth Procurement Rules, the Contractor shall notify the Commonwealth Officer if it becomes non-compliant with the WGE Act.

44. governing law

44.1 The laws of the jurisdiction specified in the Details Schedule apply to the Contract.

45. Entire Agreement

45.1 The Contract represents the parties’ entire agreement in relation to the subject matter and supersedes all tendered offers and prior representations, communications, agreements, statements and understandings, whether oral or in writing.

46. Definitions

46.1 In the Contract, unless the contrary intention appears, words, abbreviations and acronyms have the meaning given to them in the Details Schedule or this clause 46:

‘Asbestos Containing Material’ has the meaning given in subregulation 5(1) of the Work Health and Safety Regulations 2011 (Cth).

“Army” means the Australian Army.

‘Australian Privacy Principles’ has the same meaning as in the Privacy Act 1988 (Cth).

“Background IP” means IP, other than Third Party IP, that is in existence at the Effective Date or is subsequently brought into existence other than as a result of the performance of the Contract.

‘Commonwealth Confidential Information’ means any information provided by the Commonwealth to the Contractor or which comes into the possession of the Contractor in connection with the Services which the Commonwealth has identified as confidential or the Contractor ought reasonably to know is confidential.

‘Commonwealth Items’ means any information (including Commonwealth Confidential Information), property or facilities made available by the Commonwealth to the Contractor for the purpose of the Services.

“Commonwealth Representative” means the person holding or performing the position identified in Schedule 1.

“Confidential Information” means any information provided by one party to the other party or which comes into the possession of a party in connection with the Services and has been identified as confidential information, or the receiving party ought reasonably to know is confidential.

‘Contract’ has the meaning an agreement between the Commonwealth and the Contractor comprises the General Conditions of Contract (including the Details Schedule) and Schedules.

“Contract Price” means the amount in Schedule 2 including GST payable.

“Contract Material” means any Material created by the Contractor on or following the Effective Date, for the purpose of or as a result of performing its obligations under the Contract and includes the Contract Material identified in Schedule 1.

“Contractor’s Home Organisation” means the organisation identified in Schedule 1.

“Contractor Managed Commonwealth Assets” or “CMCA” means any item of goods owned by the Commonwealth in the care, custody or control of the Contractor, its officers, employees, agents or Subcontractors and may include, but is not limited to, GFM, assets stored as spares, assets under repair, or assets loaned to the Contractor.

“Defence” means the Department of Defence, including the Australian Defence Force, Australian Army, Royal Australian Navy and Royal Australian Air Force.

“Defence Personnel” includes any Defence Member, as defined by the Defence Force Discipline Act 1982 and any APS employee, as defined by the Public Service Act 1999 that is engaged by the Department of Defence.

“Effective Date” means the date identified in Schedule 1.

‘General Interest Charge Rate’ means the general interest charge rate determined under section 8AAD of the Taxation Administration Act 1953 on the day payment is due, expressed as a decimal rate per day.

‘GST’ means a Commonwealth goods and services tax imposed by the GST Act.

‘GST Act’ means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Government Furnished Material” or “GFM” means the material to be provided to the Contractor under the Contract and which is listed in Schedule 1.

“Human Research” means any research involving human participation including accessing data collected from human volunteers.

‘Intellectual Property’ or ‘IP’ means all copyright and all rights in relation to inventions (including patent rights), registered and unregistered trademarks (including service marks), registered and unregistered designs, and circuit layouts, and any other rights resulting from intellectual activity in the industrial, scientific, literary and artistic fields recognised in domestic law anywhere in the world.

“Key Persons” means the personnel specified in Schedule 1 as personnel required to undertake the Services or part of the work constituting the Services.

“Material” means any documented methodology or process, tools, documentation or other material in whatever form, including without limitation any reports, business rules or requirements, training materials and instructions, and the subject matter of any Intellectual Property.

“Moral Rights” means each and every ‘moral right’ as defined in the Copyright Act 1968 (Cth).

‘Notifiable Incident’ has the meaning given in sections 35 to 37 of the Work Health and Safety Act 2011 (Cth).

‘Personal Information’ has the same meaning as in the Privacy Act 1988 (Cth).

‘Privacy Commissioner’ has the same meaning as in the Australian Information Commissioner Act 2010 (Cth)

“Privacy Policy” means the Department of Defence’s privacy policy as updated from time to time and available at http://www.defence.gov.au/ComplaintResolution/privacy.asp.

‘Relevant Employer’ means an employer who has been a Relevant Employer under the Workplace Gender Equality Procurement Principles for a period of not less than 6 months. The Contractor will continue to be obligated as a Relevant Employer for the period of the Contract until the number of its employees falls below 80.

“Services” means the services and goods to be provided under the Contract, including documents, reports, Intellectual Property, plans, charts, drawings, calculations, tables, schedules, models, information and data stored by any means that are brought, or required to be brought into existence, as part of the Services.

“Subcontractor” means any person, other than the Commonwealth, that for the purposes of the Contract, furnishes goods or services to the Contractor or indirectly to the Contractor through another person; and “Subcontract” has a corresponding meaning.

“Style Guide” means the style guide at Schedule 4.

“Third Party IP” means that IP which is owned by a party other than the Commonwealth or the Contractor and is embodied in, or attaches to, the Services or is otherwise necessarily related to the functioning or operation of the Services, and is not limited to commercial off the shelf or military off the shelf items.

‘WHS Legislation’ means:

a. the Work Health and Safety Act 2011 (Cth) and the Work Health and Safety Regulations 2011 (Cth); and

any corresponding WHS law as defined in section 4 of the Work Health and Safety Act 2011 (Cth)

“Working Day” in relation to the doing of an action in a place means any day other than a Saturday, Sunday or public holiday in that place.

SIGNED AS AN AGREEMENT

SIGNED for and on behalf of

THE COMMONWEALTH OF AUSTRALIA:

Dr Lyndal Thompson

Senior Academic Research Officer

Australian Army Research Centre

(signature)

(print name and position)

(date)

In the presence of:

(signature of witness)

(print name of witness)

(date)

SIGNED for and on behalf of

THE CONTRACTOR:

Executed as an agreement by [NAME OF CONTRACTOR] ABN (Insert Contractor’s ABN) in accordance with section 127 of the Corporations Act 2001 (Cth) by:

)

)

)

Signature of Director

Print name of Director

Date

Signature of Director/Secretary

Print name of Director/Secretary

Date

Schedule 1 – PROVISION OF SERVICES

Issued under Contract AARC XX/20

This Statement of Work is issued under Contract Number: _____________

1. INTRODUCTION

1.1 […INSERT SUMMARY/Background OF REQUIREMENT…]

2. Term of the Contract

2.1 Effective Date: [Insert date]

2.2 End Date of Contract: [Insert date]

3. STATEMENT OF WORK

3.1 The Contractor shall undertake the work, in compliance with the Style Guide at Schedule 2, in the following phases:

a. Phase 1:[…INSERT DETAILS For example ‘Research paper’…];

b. Phase 2:[…INSERT DETAILS For example ‘Presentations’…];

c. Phase 3:[…INSERT DETAILS For example ‘Workshops’…]; etc

3.2 Phase 1: […INSERT DETAILS OF PHASE/NAME… For example ‘Research paper’]

a. The Contractor shall…….

b. The Contractor shall……..

3.3 Phase 2: […INSERT DETAILS OF THE PHASE/NAME… For example ‘Presentations’]

a. The Contractor shall…….

b. The Contractor shall…….etc

4. Services involving Human Research

4.1 [insert details of anticipated Human Research]

5. Contract Material

5.1 The Contractor shall provide the deliverables in accordance with the schedule detailed below:

Contract Materials

Serial

No. Copies (soft/hard)

Deliverable

Location

Delivery Date

1

Soft

Research Plan

By email

2

Soft

Progress Report

By email

3

Soft

By email

5.2 Included in the Contract Materials, the Commonwealth will at its own expense, video record all presentations provided by the Contactor. The recordings of the presentations are included in ‘Contract Material’. The Contractor acknowledges that the Commonwealth will conduct minor editing in those recordings, at its own expense, and may upload those recordings onto Army’s internet page (available on the World Wide Web).

5.3 The final Contract Materials will be reviewed by an editorial panel convened by the Commonwealth. This panel may require amendment to meet style, formatting or content specifications, as detailed in Schedule 3 and 4. Final payments may be withheld if the final Contract Material is not developed to a publishable standard, although reasonable assistance may be sought to achieve an accepted deliverable.

6. Commonwealth representative and Provider representative

a. Commonwealth Representative

Invoices

Project Manager

Contract

Rank:

Dr

Lieutenant Colonel

Name:

Lyndal Thompson

Paul Grey

Position:

Project Manager

Contract Administrator

Telephone:

(02) 6265 2235

0408 653919

Postal Address:

Email:

invoices are to be emailed to invoices@defence.gov.au and must include the Purchase Order number

Lyndal.thompson@defence.gov.au

Paul.grey1@defence.gov.au

b. Contractor’s Representative

Name:

Position:

Telephone:

Postal Address:

Facsimile Number:

Email:

c. Contractor’s Home Organisation

Name:

7. key persons

7.1 The Key Persons identified for the performance of the Contract are:

Personnel Identified for the Performance of the Contract

Name

Task Title/Duties

Chief Investigator

Associate Investigator

8. GOVERNMENT FURNISHED MATERIAL

8.1 The Commonwealth shall provide the Contractor access to information classified up to ‘For Official Use Only’ to be utilised in the provision of the Contract Materials.

8.2 Access to material classified higher than that will be considered on a case-by-case basis and be processed in accordance with the Defence Security Manual.

Government Furnished Material

Item

Date Required

Location Required

Remarks/Intended Purpose

9. Contractor Insurance Requirements

9.1 Any mandatory Workers Compensation insurance to the required amount.

9.2 Public Liability at the minimum amount of $ 10M.

9.3 Professional Indemnity Insurance up to the minimum amount of $5M.

Schedule 2 – Payment

10. BASIS OF PAYMENT

10.1 Either: Subject to clause 4 of the conditions of contract, the Contract Price is (…INSERT DOLLAR AMOUNT PRIOR TO CONTRACT SIGNATURE…). The Contractor may submit a claim for payment of the Contract Price upon delivery of the final deliverable and satisfactory completion of the Services.

10.2 OR: Subject to clause 4 of the conditions of contract, the Contract Price is (…INSERT DOLLAR AMOUNT PRIOR TO CONTRACT SIGNATURE…), and is payable in the following instalments:

a. […INSERT DOLLAR AMOUNT…] upon completion of […INSERT MILESTONE DETAILS…]; and

b. […INSERT DOLLAR AMOUNT PRIOR TO CONTRACT SIGNATURE…] upon completion of […INSERT MILESTONE DETAILS…].

10.3 The Contractor may submit a claim for payment of each instalment following completion of the relevant milestone.

11. REIMBURSABLE EXPENSES

11.1 The Contractor shall perform its obligations under the Contract at its own cost and neither the Contractor nor any of its officers, employees, agents and Subcontractors will be entitled to be reimbursed for any Out of Pocket Expenses incurred in providing the Services.

11.2 OR: The Commonwealth will reimburse the Contractor for the equipment, travel and accommodation expenses for the provision of the Services up to a value of $XXXX incl GST.

11.3 The Commonwealth will not reimburse any additional expense for equipment, travel and accommodation expenses over this amount. All claims for reimbursement are to be supported by tax invoices.

11.4 OR: The Commonwealth will pay for and arrange the majority of travel and accommodation expenses for the Contractor as required for the provision of the Services. Contractor will be advised of the travel and accommodation arrangements once organised.

11.5 The following travel expenses shall be reimbursed to the Contractor:

a. Where the Commonwealth has provided its prior consent, the Contractor shall be entitled to reimbursement for additional travel that has not been specifically arranged (for example taxi fares).

11.6 ON BASE The Contractor will not be reimbursed for meal expenses or any other travel allowances or per diem; however meals will be provided to the Contractor at those occasions where he/she is a guest and/or speaker at a function or event where food is served.

Schedule 3 – Publication Guide

12. InTRODUCTION

12.1 This publication guide provides the Contractor (you) with information on the types of documents the AARC publishes, specific editing considerations and presentation of the final deliverable.

12.2 If the final deliverable does not conform to this Schedule and Schedule 4, the Commonwealth may direct the Contractor to rectify within a specific timeframe.

13. Submission Guidelines for AARC Publications

13.1 These submission guidelines cover the existing and typical publications of the AARC, but should you have an idea beyond the scope of these guidelines, we would encourage you to get in touch as per the details in the Contract Particulars.

13.2 The AARC has three main types of publications:

· Blog posts, for publication on AARC’s blog—The Land Power Forum,

· Journal articles, for publication in the Australian Army Journal (AAJ), and

· Occasional Papers, for publication in the AARC’s various Occasional Paper Series.

13.3 In producing any of these submissions, it is important that you consider the AARC publication guidelines and standards, as outlined below.

13.4 The best way to understand what types of submissions the AARC is looking to publish is to read past publications. Examples may be found under the Library link on the AARC webpage:

https://researchcentre.army.gov.au/

14. General

14.1 Only original, unpublished submissions will be accepted. Please note that the AARC does not review publications that have been submitted elsewhere.

14.2 When writing your submission, it is best to present an argument in a narrative structure and not in a report or brief format. Ideas and findings should address and make a recommendation to the future Army or Australian Defence Force.

14.3 Avoid technical jargon. Explain any specialised terminology or abbreviations.

14.4 Any use of charts, graphs, or illustrations should directly support your argument and should not be considered a substitution for well-written prose (i.e. explain the importance of the illustration, don’t assume it will speak for itself).

14.5 All submissions require an author biography. This biography should be less than 100 words, indicate rank/title, provide a brief summary of current or previous service history (if applicable), detail any educational qualifications and also name institution/s represented (if applicable).

14.6 Journal articles and Occasional Papers require an abstract. The purpose of an abstract is to summarise the major aspects of an article or paper. It should not be a rewrite of the introduction in shorter form. The word limit for an abstract is 200 words. In this abstract you are to:

· Purpose of the article/paper

· Issues or questions that may have arisen during your research/discussion

· Conclusions you have reached, and if relevant, any recommendations

14.7 All submissions to the AARC undergo review by both an academic and military expert. The publication type, length and content will determine the depth of the review and authors should expect to talk with the publications team about any necessary alterations to their original submission, as advised through the review process.

15. Word Length (including footnotes/endnotes)

· Blog posts: 600-1000 words

· Journal articles: 4000-6000 words

· Occasional Papers: 10,000+ words

16. Images, Illustrations and Diagrams

16.1 Must be own original creations or be reproduced from non-copyrighted sources. If copyrighted materials are being used, it is the author’s responsibility to obtain appropriate permissions (evidence of these permissions will need to be supplied).

16.2 For digital publication on the Land Power Forum, all images, illustrations and diagrams must be at least 72dpi and in either .PNG (preferred) or .JPEG format.

16.3 For print publication in the Australian Army Journal or Occasional Paper Series, all images, illustrations and diagrams must be in the CMYK colour profile, 300dpi and in either .TIFF or .JPEG file format. Vectored graphic files (e.g. .AI, .EPS) will also be accepted.

16.4 As a rule, it is best to supply the highest quality imagery available to the AARC publications team, regardless of publication of type.

17. Legal/copyright permissions

17.1 The author maintains copyright over the content of their submission but gives full and exclusive publishing rights to the Australian Army Research Centre. Should the author wish to have their work published elsewhere, permission must be sought from the AARC.

17.2 It is the author’s responsibility to obtain permission to use any copyrighted material that is not their own in their submission. Proof of these permissions will need to be supplied and appropriate acknowledgement given in the submission.

Schedule 4 – style guide

The Deliverables are to be in the format:

18. Format/style guide

· Microsoft Word (.doc or .docx)

· 1.5 line spacing

· 2.5cm margins on all sides

· 12pt Times New Roman

· Left align, no justification

· ‘Single quotes’ are to be used instead of “double quotes” unless ‘a quote is “inside” another quote’

· Minimal use of abbreviations

· All abbreviations should be written out in full upon the first appearance

19. Spelling

19.1 Spelling is to be anglicised (e.g. –ise instead of –ize) and according to the Macquarie Dictionary. References to countries, economies and regions should be in accordance with the Department of Foreign Affairs and Trade (DFAT) website

20. References

20.1 The citation style for all deliverables must be composed in accordance with the Chicago Manual of Style, version 17A (Notes and Bibliography System). The Army does not normally include a bibliography for articles published in the Australian Army Journal or papers published as part of the Occasional Papers series.

20.2 A sample from The Chicago Manual of Style is provided at the link below:

http://www.chicagomanualofstyle.org/tools_citationguide.html

20.3 All references should be automatically formatted in Microsoft Word as endnotes. Table and figure captions and cross-references should also be automatically formatted in Word.

20.4 We strongly recommend you use a referencing software program.

General Conditions of Contract (V2.3)

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General Conditions of Contract (V2.3)

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