SCOPE GLOBAL PTY LTDACN 054 575 567

(“Principal”)

and

THE PARTY NAMED IN ITEM 2 OF SCHEDULE 1

(“Supplier”)

DEED OF STANDING OFFER – SERVICES

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I N D E X

1. Recitals.........................................................................................................................12. Interpretation and definitions........................................................................................13. Operation......................................................................................................................64. Agreement for the Supply of Services..........................................................................75. Provision of Services....................................................................................................86. Confidentiality.............................................................................................................107. Privacy........................................................................................................................118. Intellectual Property....................................................................................................129. Deed Management.....................................................................................................1310. Indemnity....................................................................................................................1511. Insurance....................................................................................................................1612. Dispute Resolution.....................................................................................................1613. Termination................................................................................................................1714. Miscellaneous.............................................................................................................18Schedule 1 – Key Details.........................................................................................................1Schedule 2 – Head Contract Terms.........................................................................................3Schedule 3 – Terms and Conditions for the Supply of Services............................................18

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THIS DEED OF STANDING OFFER made on 2020

BETWEEN SCOPE GLOBAL PTY LTD ACN 054 575 567 of Level 1, 41 Dequetteville Terrace, Kent Town South Australia 5067 ("Principal")

AND THE PARTY NAMED IN ITEM 2 OF SCHEDULE 1 (“Supplier”)

RECITALS

A. The Principal has entered into the Head Contract with DFAT.

B. The Principal is establishing a panel of prequalified suppliers (Panel) that may be invited to quote from time to time for the provision of services in connection with the Head Contract (Services).

C. The Supplier submitted a tender to participate in the Panel. The Supplier's tender documentation represented to the Principal that the Supplier has the necessary skill, experience, resources, legal capacity and professional competence to supply Services in accordance with this Deed.

D. This deed sets out the basis on which the Supplier will participate in the Panel and provide Services under an Agreement for the Supply of Services entered into in accordance with the provisions of this Deed.

THIS DEED WITNESSES as follows:

1. Recitals

The parties acknowledge the recitals are true and form part of this Deed.

2. Interpretation and definitions

2.1 Definitions

In this Deed, unless qualified by or inconsistent with the context:

“Agreement for Supply of Services” means a contract formed between the Principal and the Supplier under clause 4 of this Deed;

“AOQ” means an "Acceptance of Quote" issued by the Principal to the Supplier pursuant to clause 4.2.1;

“Authorisation” means any authorisation, agreement, approval, licence, permit, consent, qualification, accreditation, filing, registration, certificate, resolution, direction, declaration or exemption and any renewal and variation of them by or with a Governmental Agency;

“Business Day” means any day other than a Saturday, Sunday or public holiday in South Australia;

“Claim” means, in relation to any person, a damage, loss, cost, expense or liability incurred by the person or a claim, demand, action, proceeding or judgment made against the person, however arising and whether present or future, fixed or unascertained, actual or contingent;

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“Commencement Date” means the date specified in Item 1 of Schedule 1

“Confidential Information” means any information obtained by one party concerning the other party or its business activities and that:

(a) is by its nature is confidential;

(b) is labelled or marked by the disclosing party as confidential; or

(c) the recipient knows or ought to know is confidential,

but excludes information that:

(d) is publicly available except as a result of a breach of this Deed;

(e) was disclosed to the recipient by a third party who was not under a duty of confidentiality in relation to that disclosure.

“Consequential Loss” means loss of profit, loss of production, loss of use of any plant or facility, business interruption, loss of business opportunity or any other indirect, consequential, special or contingent damage or loss;

“Contract Material” has the meaning given in clause 8.3.

“Corporations Act” means the Corporations Act 2001 (Cth);

“Deed” means this Deed of Standing Offer;

“DFAT” means the Commonwealth of Australia represented by the Department of Foreign Affairs and Trade ABN 47 065 634 525;

“Expiry Date” means the date specified in Item 3 of Schedule 1 or, if the option to extend under clause 3.2 is exercised, the expiry date of the Extended Term;

“Extended Term” means an extension of the term of this Deed in accordance with clause 3.2;

“Government Agency” means a government or a governmental, semi-governmental or judicial entity or similar authority, and includes a self-regulatory organisation established under statute or a stock exchange;

“Head Contract” means the DFAT - Goods and Services Contract (Contract 72209: dated 14 September 2016) between the Principal and DFAT;

“Head Contract Terms” means the terms set out in Schedule 2;

“Insolvency Event” means any of the following:

(a) the threatened or actual appointment of a voluntary administrator, liquidator, provisional liquidator, receiver, receiver and manager, controller, trustee in bankruptcy, administrator or other person of similar office, including any application to a court for such an appointment;

(b) entry into or proposing an arrangement or compromise for the benefit of creditors;

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(c) the levy or enforcement of a writ of execution, order or judgment;

(d) becoming unable to pay debts as and when they fall due for payment;

(e) the taking of possession or control of any asset by a person under an encumbrance or security interest; or

(f) failing to satisfy or to apply to have set aside a statutory demand, a bankruptcy notice or other similar form of statutory notice within the time specified in the demand or notice;

“Intellectual Property” means all intellectual property rights including, without limitation:

(a) patents, copyright, registered designs, rights in circuit layouts, trademarks, inventions, secret processes, discoveries and improvements and modifications of any kind;

(b) the right to have confidential information kept confidential; and

(c) any application or right to apply for registration of any of the rights described above;

“Law” means any statutes, regulations, by-laws, orders, award, proclamations and any enforceable policy or Government Agency certificates, licences, consents, permits, approvals and requirements of Government Agencies, applicable codes of practice, applicable standards, obligations under the common law and in equity;

“Material” includes property, equipment, information, data, photographs, documentation or other material in any form, including any software, reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions;

“Moral Rights” means the rights of authors in relation to attribution and integrity of authorship or the right against false attribution;

“Nominated Services” means those Services which the Supplier nominated in its Tender Response Form, as set out Item 7 of Schedule 1.

“Panel” means the panel of prequalified service providers established by the Principal for the purpose of the Skills for Employment Program under the Head Contract.

“Panel Participant” means a service provider who participates on the Panel.

“Personnel” means subcontractors, employees, agents, advisors and other persons engaged by the Supplier to perform the obligations under this Deed or an Agreement for the Supply of Services;

“Principal's Representative” means the person identified as such in Item 5 of Schedule 1, or as otherwise notified by the Principal to the Supplier;

“Privacy Act” means the Privacy Act 1988 (Cth);

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“Quote” means a quote provided by the Supplier under clause 4.1 in response to a Request for Services issued by the Principal;

“Quote Validity Period” means the period specified in a Request for Services during which the Principal may in its absolute discretion accept the Quote;

“Relevant List” means any similar list to the World Bank List maintained by any other donor of development funding;

“Request for Services” means a request for services issued by the Principal in accordance with clause 4.1.1;

“Specified Acts” means the use, reproduction, adaptation or exploitation of any Contract Material;

“Supplier” means the party named as such in Item 2 of Schedule 1;

“Supplier's Representative” means the person identified as such in Item 6 of Schedule 1, or as otherwise replaced by the Supplier in accordance with clause 11.3;

“Tender” means the tender submitted by the Supplier to the Principal in response to the Request for tender for the provision of accredited and non-accredited Technical and Vocational Education and Training (TVET) course delivery and local capacity development for the Skills for Employment Program, Kiribati Facility;

“Term” means the period determined under clause 3.1 or, if applicable, clause 3.2;

“Terms and Conditions for the Supply of Services” means the terms and conditions set out in Schedule 3, or as varied by agreement of the parties;

“Territory” means the country where the supply of the Services is being carried out; and

“World Bank List” means a list of organisations maintained by the World Bank in its “Listing of Ineligible Firms” or “Listings of Firms, Letters of Reprimand” posted at: http://web/worldbank.org.

2.2 Interpretation

In this Deed, unless qualified by or inconsistent with the context:

2.2.1 any schedule attached to this Deed forms part of it. Subject to clause 2.3.2, if there is any inconsistency between any clause of this Deed and any provision in any schedule, the clause of this Deed prevails to the extent of the inconsistency;

2.2.2 a reference to the Deed means this Deed and includes any variation or replacement of it;

2.2.3 a reference to a document includes a reference to that document as amended, novated, assigned or otherwise varied;

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2.2.4 a reference to a statute or other law includes regulations and other instruments under it and any consolidations, amendments, re-enactments or replacements of it;

2.2.5 the singular includes the plural number and vice versa;

2.2.6 a reference to a gender includes a reference to each gender;

2.2.7 the word "person" includes a firm, corporation, body corporate, unincorporated association or a government department or authority, association or other legal entity;

2.2.8 a reference to a person includes a reference to the person's legal personal representatives, successors, liquidators, trustees in bankruptcy and the like, and permitted assigns;

2.2.9 an agreement on the part of, or in favour of, two or more persons binds or is for the benefit of them or any one or more of them together and separately;

2.2.10 a reference to a party means a person who is named as a party to, and is bound to observe the provisions of, this Deed;

2.2.11 "includes" (or similar wording) means “includes but without limitation”;

2.2.12 where a word or phrase is given a defined meaning in this Deed, any other part of speech or grammatical form in respect of such word or phrase has a corresponding meaning;

2.2.13 a reference to an act includes an omission and a reference to doing an act includes executing a document;

2.2.14 headings are for reference only and do not affect the meaning or interpretation of this Deed;

2.2.15 if any day appointed or specified by this Deed for the payment of any money falls on a day which is not a Business Day, the day so appointed or specified is deemed to be the next day which is a Business Day;

2.2.16 if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

2.2.17 a reference to a day is to be interpreted as the 24 hour period ending at midnight at the end of that day; and

2.2.18 a reference to a clause, schedule or annexure is a reference to a clause of, or a schedule or an annexure to this Deed.

2.3 Head Contract Terms

2.3.1 The Supplier acknowledges and agrees that the Head Contract Terms are terms of this Deed.

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2.3.2 To the extent of any inconsistency between the Head Contract Terms and the other terms of the Deed, the Head Contract terms will prevail.

2.3.3 To the extent that the Head Contract Terms provides for rights or benefits of DFAT, the Supplier agrees that those rights may be exercised or benefits may be realised directly by DFAT or may be enforced on behalf of DFAT by the Principal.

2.3.4 The Supplier acknowledges and agrees that DFAT and the Principal may vary the terms of the Head Contract and this may necessitate amendment of the Head Contract Terms by the Principal.

3. Operation

3.1 Term

This Deed commences on the Commencement Date and ends at 4.00pm on the Expiry Date, unless terminated earlier according to its terms.

3.2 Extended Term

3.2.1 The parties may agree to extend the Term of this Deed as provided for in Item 4 of Schedule 1.

3.2.2 The terms and conditions set out in this Deed will apply to any Extended Term.

3.3 No guarantee of work

3.3.1 The Supplier acknowledges that this Deed governs the terms on which the Supplier will participate on the Panel.

3.3.2 The Principal is not, by executing this Deed, bound to engage the Supplier to provide any Services.

3.4 No exclusivity

3.4.1 The Supplier acknowledges that if it is engaged to provide Services, this will be on a non- exclusive basis and the Principal may contract with other providers in respect of the same or similar Services.

3.4.2 The Supplier acknowledges and agrees that the Principal can at any time appoint other providers to the Panel or engage a service provider which is not on the Panel.

3.5 No representation

The Supplier acknowledges that:

3.5.1 the Principal makes no representation as to the quantity or type of Services which may be provided through the Panel; and

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3.5.2 the quantity and type of Services to be provided through the Panel will be influenced by factors outside of the Principal’s control.

4. Agreement for the Supply of Services

4.1 Quote

4.1.1 The Principal may from time to time during the Term request the Supplier to submit a Quote for the provision of Services by issuing a Request for Services.

4.1.2 By submitting a Quote the Supplier is offering to provide the Services the subject of the request on the terms of the Agreement for the Supply of Services.

4.1.3 A Supplier may propose amendments to the terms of the Agreement for the Supply of Services for the consideration of the Principal at the time of submitting the Quote.

4.1.4 Any Quote provided by the Supplier must be:

4.1.4.1 provided by the date specified in the Request for Services;

4.1.4.2 include pricing for the Services, inclusive of all costs to the Supplier of providing the Services; and

4.1.4.3 available for acceptance by the Principal (at its sole discretion) during the Quote Validity Period.

4.2 Evaluation of Quotes

4.2.1 During the evaluation of Quotes, the Principal may seek further information from any or all Panel Participants invited to submit a Quote regarding the submitted Quote or capacity of the Panel Participant to provide the requested Services.

4.2.2 Quotes will be evaluated to identify the Panel Participant which provides:

4.2.2.1 optimum value for money; and

4.2.2.2 the ‘best fit’ for the Services.

4.2.3 The Principal may take into account information provided by the Supplier in its Tender and other information available to the Principal regarding the capacity of the Supplier to provide the Services.

4.2.4 The decision of the Principal in respect of the evaluation of Quotes will be final.

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4.3 AOQ

4.3.1 The Principal may accept the Quote submitted by the Supplier by issuing an AOQ to the Supplier.

4.3.2 The parties acknowledge and agree that the issuing of an AOQ creates a binding contract between the parties on the terms of the Agreement for the Supply of Services which accompanied the Request for Services except as varied under clause 4.1.3.

4.4 Electronic Documents

4.4.1 Each party acknowledges that documents referred to in this clause 4 may be issued or submitted by electronic means. The parties agree that the issue or submission of such documents electronically (irrespective of whether the relevant document is signed) will be deemed to be of the same effect as if the document had been issued or submitted as a signed hard copy.

4.4.2 The Supplier must ensure that any documents it provides, including by electronic means, are in the file structure and format for such documents as may be specified by the Principal from time to time.

4.4.3 The Principal will not be liable to the Supplier or to any other person for any loss or damage suffered in relation to any document transmitted electronically, including any loss or damage under, out of, or in connection with:

4.4.3.1 the transmission of any harmful code (such as viruses) to the Supplier by email (including in any document attached to email); or

4.4.3.2 any failure by the Principal to notify the Supplier that the Principal may have received any harmful code (such as viruses) from the Supplier in any email (including in any document attached to email).

5. Provision of Services

5.1 Supplier obligations

5.1.1 The Supplier must during the term of any Agreement for the Supply of Services provide the Services in accordance with the terms of:

5.1.1.1 this Deed (including the Head Contract Terms); and

5.1.1.2 the Terms and Conditions for the Supply of Services.

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5.2 Supplier warranties

5.2.1 The Supplier warrants that:

5.2.1.1 it has the resources and legal capacity to provide the Nominated Services in a competent and professional manner, except as expressly indicated in the Tender Response Form or as otherwise notified to the Principal;

5.2.1.2 all Authorisations required for:

(a) its entry into this Deed;

(b) exercise of its rights and performance and compliance with its obligations under this Deed; and

(c) for provision of Nominated Services,

have been obtained and will be maintained throughout the Term;

5.2.1.3 all Services will be performed in full compliance with all applicable Laws;

5.2.1.4 all information given to the Principal orally or in any document by the Supplier (including a Quote) is accurate, is not in any way misleading and discloses all material matters relating to the Supplier which should have been disclosed to the Principal or which would or may affect the Principal’s decision to engage the Supplier to provide the Services;

5.2.1.5 that it is not currently the subject of any Court proceedings for debt recovery, bankruptcy, insolvency or breach of contract;

5.2.1.6 that it is not currently the subject of any formal or informal investigation or temporary suspension by the World Bank or any similar donor of development funding which may lead to the Supplier becoming listed on the World Bank List or a Relevant List;

5.2.1.7 that it does not hold any office, is not engaged in any business, trade or calling and does not have any obligations by virtue of any contract under which, directly or indirectly, duties or interests are or might be created in conflict with or might appear to be created in conflict with its duties and interests under this Deed, except as notified to the Principal;

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5.2.1.8 it has the insurance coverage required by clause 13.1 of this Deed as at the date of this Deed and warrants that such insurance coverage will be maintained throughout the Term and for the term of any Agreement for the Supply of Services;

5.2.1.9 it is not entitled to receive compulsory superannuation contributions from the Principal for the purposes of the Superannuation Guarantee (Administration) Act 1992 (Cth) as amended or replaced from time to time;

5.2.1.10 it is not entitled to receive annual leave or any other type of leave pursuant to the Fair Work Act 2009 (Cth) or any instruments made pursuant to that legislation;

5.2.1.11 it is not entitled to receive long service leave in accordance with the Long Service Leave Act 1992 (SA);

5.2.1.12 no tax is required to be withheld by the Principal from the Services Fees on a PAYG (instalment) basis; and

5.2.1.13 it has a valid Australian Business Number, if registered to undertake business in Australia.

5.2.2 The warranties provided by the Supplier in clause 5.2.1 are made on the date that the Supplier executes this Deed and are to remain current during the Term or any Extended Term. Each warranty is remade on each occasion that the Supplier submits a Quote for the purposes of clause 4.1.

5.2.3 The Supplier must notify the Principal immediately if the Supplier becomes aware that it is no longer able to provide a warranty set out in clause 5.2.1 with sufficient detail to enable the Principal to the evaluate the Supplier’s circumstances.

5.2.4 The Supplier indemnifies the Principal in respect of any claims made against the Principal by third parties (including the Personnel) in respect of a breach of the warranties including any costs incurred by the Principal in respect of such claims on an indemnity basis.

5.2.5 Without prejudicing the Principal’s ability to otherwise enforce a breach of the warranties, the Principal may recover from the Supplier the amount of any liability which arises or amount which is required to be withheld by the Principal as a result of a breach of the warranties as a debt or deduct such an amount from any amounts that the Principal owes to the Supplier at the Principal’s discretion.

5.2.6 This clause 5.2 survives the expiry or termination of this Deed.

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6. Confidentiality

6.1 Each party owns all of its Confidential Information.

6.2 During the Term of this Deed and after its expiry or termination, each party can use or disclose the other party’s Confidential Information only:

6.2.1 to the extent necessary to perform the Services;

6.2.2 if the disclosing party has consented in writing; or

6.2.3 if required by law, statutory reporting process or Parliamentary convention.

6.3 Upon the earlier of:

6.3.1 the expiry or termination of this Deed; or

6.3.2 a demand from the disclosing party,

the recipient of Confidential Information must:

6.3.3 at the disclosing party’s discretion, deliver to the disclosing party or destroy all Confidential Information in the recipient’s possession or under its control; and

6.3.4 delete all Confidential Information held electronically in any medium in the recipient’s possession or under its control.

6.4 If a party is unable to comply with clause 6.3 because it is not technically feasible to return or destroy the Confidential Information or compliance would place the party in breach of a legal obligation, then the party must notify the other party of the relevant circumstances (including identifying the Confidential Information which will be retained). The party retaining the Confidential Information agrees that the obligation to maintain the confidentiality of the Confidential Information under clause 6.2 will continue for so long as the information remains in that party’s possession.

6.5 This clause 6 survives the expiry or termination of this Deed.

7. Privacy

7.1 The privacy of the Supplier’s personal information and credit related personal information (“credit information”) is important to the Principal.

7.2 The Supplier acknowledges that any personal or credit information collected by the Principal is subject to the Principal’s Privacy Policy, available at http://www.scopeglobal.com/privacy/

7.3 The Principal’s Privacy Policy sets out:

7.3.1 the purposes for which the Supplier’s personal and credit information is collected;

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7.3.2 the consequences if the Supplier’s personal or credit information is not provided to the Principal;

7.3.3 the third parties to which the Principal discloses the Supplier’s personal and credit information;

7.3.4 how the Supplier may seek access or correction of its personal and credit information;

7.3.5 whether the Supplier’s personal and credit information is likely to be disclosed to overseas entities and in which countries; and

7.3.6 how the Supplier can complain about a breach of the Principal’s obligations in respect of the Supplier’s personal and credit information and how such a complaint will be dealt with.

7.4 The Supplier will comply with the Privacy Act when dealing with personal information or credit information in connection with this Deed or any Agreement for the Supply of Services.

8. Intellectual Property

8.1 No provision of this Deed has the effect of transferring the ownership of any intellectual property owned by the Principal to the Supplier or any other person.

8.2 The Supplier owns all right, title and interest in Intellectual Property developed, owned or acquired by the Supplier prior to the Commencement Date or which has been developed by the Supplier independently of the provision of Services under an Agreement for the Supply of Services (“Supplier Intellectual Property”).

8.3 The Supplier agrees that DFAT will own all right, title and interest in Intellectual Property and Material made, written or developed by the Supplier in the course of and for the purpose of providing the Services (“Contract Material”) from the creation of the Contract Material. The Supplier will do and sign all things necessary to give effect to this assignment.

8.4 For the purpose of enabling the Principal and DFAT to enjoy the benefit or end result of the Services and Contract Material, the Supplier grants to the Principal and DFAT a perpetual, worldwide, non-exclusive, irrevocable, royalty free licence (with the right to grant sub-licences) to use, reproduce, adapt, modify and communicate the Supplier’s Intellectual Property to the extent incorporates into the Services or Contract Material.

8.5 The Supplier must deliver all Contract Material to DFAT or the Principal as may be directed in writing by the Principal.

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8.6 The Supplier warrants that:

8.6.1 the Contract Material, and DFAT’s or Supplier’s use of the Contract Material, will not infringe the Intellectual Property rights or Moral Rights of any person; and

8.6.2 it has the necessary rights to vest the Intellectual Property and grant the licences as provided in this clause 8.

8.7 If a third party claims, or the Principal or DFAT reasonably believes that a third party is likely to claim, that all or part of the Contract Material infringes their Intellectual Property or Moral Rights, then the Supplier must promptly, at the Supplier’s expense:

8.7.1 secure the rights for DFAT to continue to use the affected Contract Material free of any Claim for infringement; or

8.7.2 replace or modify the affected Contract Material so that the Contract Material or the use of it does not infringe the Intellectual Property or Moral Rights of any other person without any degradation of the performance or quality of the affected Contract Material.

8.8 The Supplier warrants or undertakes that the author of any Contract Material has given or will give written consent to the Specified Acts (whether those Specified Acts occur before or after the consent is given) and that such consent extends directly or indirectly to DFAT.

9. Head Contract

9.1 The Supplier acknowledges that the arrangements contemplated by this Deed are dependent on the operation of the Head Contract.

9.2 The Supplier agrees to provide all reasonable assistance to the Principal to enable the Principal to meet its obligations under the Head Contract.

9.3 Without limiting the obligation under clause 9.2, the Supplier will participate in good faith as required by the Principal or DFAT in any dispute resolution process under the Head Contract.

9.4 The Supplier acknowledges that it is aware that the Principal may be liable under the Head Contract if the Supplier fails to provide the Services in accordance with this Deed and any Agreement for the Supply of Services. The Supplier indemnifies the Principal in respect of all Claims it suffers or incurs under the Head Contract as a direct or indirect result of the Supplier failing to satisfy its obligation under this Deed or any Agreement for the Supply of Services.

9.5 Clauses 9.2 and 9.4 survive the expiry or termination of this Deed.

10. Subcontracting and Deed of Novation

10.1 The Supplier must not, without the prior written consent of the Principal in its absolute discretion, subcontract its obligations under an Agreement for the Supply of Services to any third party.

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10.2 The Supplier must ensure that any subcontractor engaged by it complies with all obligations imposed on the Supplier by the Agreement for the Supply of Services.

10.3 The Supplier will not as a result of any subcontracting arrangement be relieved from the performance of any obligation under the Agreement for the Supply of Services and will be liable for all acts and omissions of a subcontractor as though they were the actions of the Supplier itself.

10.4 Any subcontract entered into by the Supplier for the performance of any part of an Agreement for the Supply of Services must contain clauses:

10.4.1 that authorise the Commonwealth to publish details of the name of the subcontractor and the nature of the Services that the subcontractor is subcontracted to perform;

10.4.2 under which the subcontractor assumes all the Supplier’s obligations (including all obligations under Law and government policies) and gives all the warranties the Supplier gives under the Agreement for the Supply of Services, to the extent they are relevant to the Services the subcontractor is subcontracted to perform; and

10.4.3 that gives the Principal the right of substitution under a deed of novation and substitution in the form provided by the Principal, to further novate the subcontract to another contractor. The Supplier entering into a subcontract for the provision of parts or elements of the performance of the Services does not create any contractual relationship between the Principal and the subcontractor.

10.5 The Supplier must execute and deliver up an executed copy of a deed of novation and substitution on or before the Commencement Date in the form required by the Principal.

11. Deed Management

11.1 Principal's Representative

11.1.1 The Principal must ensure that at all times there is a Principal's Representative who may exercise all of the powers of the Principal under this Deed.

11.1.2 The Principal may name another person as its Representative by notice in writing to the Supplier.

11.2 Directions by the Principal's Representative

11.2.1 The Principal's Representative must issue any direction to the Supplier in writing.

11.2.2 The Supplier must comply, and ensure that its Personnel comply, with all reasonable directions given by the Principal or the Principal's Representative with respect to the Supply of Services, including directions in relation to:

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11.2.2.1 compliance by the Supplier or its Personnel with any Law concerning safety; and

11.2.2.2 any practice or procedure of the Supplier or its Personnel that the Principal considers is unsafe.

11.2.3 Notwithstanding that the Principal may issue directions to the Supplier under clause 11.2.2, the Supplier acknowledges and agrees that it retains responsibility for providing the Services in a safe and legally compliant manner.

11.3 Supplier's Representative

11.3.1 The Supplier must ensure that at all times there is a Supplier's Representative who may exercise all of the powers of the Supplier under this Deed.

11.3.2 The Supplier may only replace Supplier's Representative with the Principal’s prior consent (which will not be unreasonably withheld) and provided that:

11.3.2.1 the person proposed as the replacement for the Supplier’s Representative is of an equal or higher seniority as the currently nominated Supplier’s Representative; and

11.3.2.2 the change in the person proposed as the replacement for the Supplier's Representative will not adversely affect the quality of the relationship between the Principal and the Supplier.

11.3.3 The Supplier must ensure that the Supplier’s Representative is contactable and available to meet on reasonable notice by the Principal's Representative.

12. Indemnity

12.1 The Supplier will release, defend and indemnify the Principal for all Claims arising out of, relating to, or in connection with:

12.1.1 physical loss of or damage to property of the Supplier or Personnel;

12.1.2 personal injury, disease, illness or death of any of the Personnel;

12.1.3 any act or omission involving fault on the Supplier’s or the Personnel’s part in connection with this Deed, an Agreement for the Supply of Services or the Services;

12.1.4 any breach of this Deed or an Agreement for the Supply of Services by the Supplier or Personnel;

12.1.5 an infringement or an alleged infringement of the Intellectual Property of any person, which occurred by reason of the

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performance of the Services or use of the Contract Materials; or

12.1.6 an investigation carried out by the Ombudsman which arises directly or indirectly as a result of or due to the conduct of the Supplier or the Personnel,

except to the extent that such Claim is caused by the negligence or default of the Principal.

12.2 Neither party will be liable to the other party for Consequential Loss.

12.3 The Supplier acknowledges that it is aware that the Principal may be liable under the Head Contract if the Supplier fails to provide the Services in accordance with this Deed and any Agreement for the Supply of Services. The Supplier indemnifies the Principal in respect of all Claims it suffers or incurs under the Head Contract as a direct or indirect result of the Supplier failing to satisfy its obligation under this Deed or any Agreement for the Supply of Services.

12.4 This clause 12 will survive the expiry or termination of this Deed.

13. Insurance

13.1 The Supplier must effect the insurances set out in Item 8 of Schedule 1 prior to the Commencement Date and maintain such insurances at all times during the Term, unless the Supplier has provided evidence which satisfies the Principal of the adequacy of self-insurance arrangements with respect to the Supplier and the provision of Services.

13.2 Upon request by the Principal at any time during the Term, the Supplier is required to provide to the Principal evidence of its compliance with clause 13.1.

13.3 Neither the arrangement and maintenance of insurance nor any failure to arrange and maintain such insurance shall in any way limit, reduce or otherwise affect any of the obligations, responsibilities and liabilities of the Supplier under the other provisions of this Deed, any Agreement for the Supply of Services or at Law.

13.4 In the event of an insurance claim, any deductible or excess payable under a policy of insurance will be the responsibility of the Supplier.

14. Dispute Resolution

14.1 Any dispute in relation to or in connection with this Deed or any Agreement for the Supply of Services (“Dispute”) is to be resolved in accordance with the procedure provided in this clause 14 prior to either party seeking resolution by a court.

14.2 In the event of a Dispute, the party seeking to have the Dispute resolved must issue to the other parties a notice setting out all details relevant to the Dispute (“Dispute Notice”).

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14.3 Within 14 days of receipt of a Dispute Notice, the senior management of the parties to the Dispute respectively must meet in Adelaide, South Australia to negotiate resolution of the Dispute unless the parties agree to hold such discussions by teleconference or via other electronic means. The parties agree that those negotiations must be conducted in good faith.

14.4 In the event that the Dispute is not resolved in accordance with clause 14.3, either party may notify the other party that the matter will be referred for mediation.

14.5 Within 14 days of receipt of a notice under clause 14.4, the parties will appoint a mediator by agreement. If agreement cannot be reached by the parties as to the identity of the mediator then the matter will be referred to the Resolution Institute for the appointment of a mediator.

14.6 A mediation for the purposes of this clause 14 will take place in Adelaide, South Australia no later than 21 days after the appointment of the mediator under clause 14.5. Each party will bear its own costs of the mediation and will share the costs of the mediator and mediation process equally.

14.7 Nothing contained in this clause 14 will prevent a party from seeking urgent interlocutory relief.

15. Termination

15.1 Termination of this Deed

15.1.1 Without prejudice to any other right or remedy that the Principal may have under this Deed or otherwise, the Principal may by written notice terminate this Deed with immediate effect if:

15.1.1.1 the Head Contract terminates or expires;

15.1.1.2 the Supplier fails to comply with clause 13.1;

15.1.1.3 the Supplier:

(a) subject to clause 15.1.1.2, breaches a term of this Deed and fails to remedy the breach within 20 Business Days after receiving written notice from the Principal to do so;

(b) breaches a term of this Deed that in the Principal's opinion is incapable of remedy;

(c) becomes subject to an Insolvency Event; or

15.1.1.4 any Agreement for Supply of Services to which the Supplier is a party is terminated by the Principal.

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15.1.2 Without limiting or otherwise restricting clause 15.1.1, the Principal may at any time for its sole convenience terminate this Deed without cause by giving the Supplier not less than 20 Business Days’ notice in writing. Without limiting or otherwise restricting clause 15.1.3, the Principal will have no liability to the Supplier for any costs, claims or amounts whatsoever arising out of or in respect of the termination of this Deed pursuant to this clause 15.1.2.

15.1.3 The Principal and the Supplier agree that if this Deed is terminated, discharged or becomes frustrated, any Agreement for Supply of Services between the parties will not be affected and must be fulfilled in accordance with its terms (including compliance with terms provide for in this Deed), unless the relevant Agreement for Supply of Services is terminated in accordance with its terms or the parties otherwise agree in writing.

15.1.4 The participation of the Supplier on the Panel will cease from the date on which this Deed terminates.

15.1.5 Termination of this Deed will not prevent either party from relying on rights accrued under this Deed prior to such termination.

15.2 Termination of an Agreement for Supply of Services

Subject to clause 15.1.1, the Principal and the Supplier agree that the termination, discharge or frustration of any of Agreement for Supply of Services between the parties will not affect the operation of this Deed or the operation of any other Agreement for Supply of Services between the parties.

16. Miscellaneous

16.1 Entire Agreement

16.1.1 This Deed contains the entire agreement between the parties in respect of the participation of the Supplier on the Panel.

16.1.2 This Deed supersedes any prior agreement or understanding (if any) between the parties in relation to the subject matter of this Deed.

16.2 Amendments

Any amendment to a term of this Deed must be made in writing executed by the parties.

16.3 Assignment

16.3.1 The Principal may assign its interest under this Deed at any time.

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16.3.2 The Supplier can only assign its interest under this Deed with the prior written consent of the Principal, which must not be unreasonably withheld.

16.4 Severability

Every provision of this Deed will be deemed severable as far as possible from the other provisions of this Deed. If any provision is found to be void, illegal or unenforceable for any reason, it will be deemed to be severed and omitted from this Deed. This Deed, with the offending provision severed and omitted and with any consequential amendment if necessary, will otherwise remain in full force.

16.5 Notices

16.5.1 Any notice provided under this Deed must:

16.5.1.1 be in writing;

16.5.1.2 be signed by the party giving the notice or by one of its officers or its duly authorised attorney or agent; and

16.5.1.3 be hand delivered or sent by prepaid post, facsimile or electronic mail to the address, facsimile number or electronic mail address (as the case may be) set out in this Deed (or any other address, facsimile number or electronic mail address that a party notifies to the other party from time to time).

16.5.2 Notice will be deemed sufficiently given:

16.5.2.1 in the case of hand delivery, on the date of delivery;

16.5.2.2 in the case of pre-paid post, 3 Business Days after being sent;

16.5.2.3 in the case of facsimile, on receipt by the sender of a successful transmission message; or

16.5.2.4 in the case of electronic mail, on the day of transmission provided that the sender can give evidence of transmission and the intended recipient does not give evidence of non-receipt.

16.6 Further assurances

Each party must do all things and execute all further documents necessary to give full effect to this Deed.

16.7 No representations

Each party acknowledges and confirms that it does not enter into this Deed in reliance on any representation or other inducement by or on

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behalf of any other party, except for any representation or inducement expressly set out, or referred to, in this Deed.

16.8 Counterparts and effectiveness

16.8.1 This Deed may be executed in any number of counterparts and all counterparts taken together will constitute one and the same instrument. Satisfactory evidence of execution of this Deed will include evidence of execution sent by facsimile or electronic transmission by the relevant party and in such case, the executing party undertakes to produce the original as soon as reasonably practicable thereafter.

16.8.2 This Deed will only come into effect and be binding on the parties when it is duly executed by both parties.

16.9 Governing law

This Deed will be construed according to the laws of South Australia and the parties submit themselves to the non-exclusive jurisdiction of the Courts of South Australia and any competent appellate courts.

16.10 Costs

16.10.1 The parties will pay their own costs in respect of the negotiation, preparation and execution of this Deed.

16.10.2 If the Supplier breaches this Deed, the Supplier will pay all Claims incurred by the Principal in consequence of that breach but without limit to any other rights or remedies which the Principal may have as a result of that breach.

16.11 Survival

The expiry or termination of this Deed will not extinguish or affect any rights of either party against the other accrued prior to termination or arising at any future time from any breach or non-observance of obligations under this Deed prior to the date of expiry or termination.

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EXECUTED as a deed

EXECUTED by a duly authorised representative of SCOPE GLOBAL PTY LTD ACN 054 575 567:

………………………………………………Signature of authorised representative

………………………………………………Print Full Name

Date ………………………………………...

………………………………………………Signature of Witness

……………………………………………… Print Full Name

Date ………………………………………..

EXECUTED by a representative of the SUPPLIER duly authorised to execute a deed for and on behalf of the SUPPLIER:

………………………………………………Signature of authorised representative

……………………………………………… Print Full Name

Date ………………..

………………………………………………Signature of Witness

……………………………………………… Print Full Name

Date ………………..

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Schedule 1 – Key Details

Item 1. Commencement Date

Date on which this Deed has been executed by both parties.

Item 2. Supplier Name: [INSERT]

ACN: [INSERT]

ABN: [INSERT]

Street Address: [INSERT]

Postal Address: [INSERT]

Telephone: [INSERT]

E-mail: [INSERT]

Item 3. Expiry Date

(Clause 3.1)

15 March 2023

Item 4. Extension of Term - Number of additional periods

(Clause 3.2)

This Deed may be extended by the parties for such further period or periods as agreed up to a maximum end date of 15 March 2026

Item 5. Principal's Representative: (Clause 11.1)

Name: Amber Hall

Street Address: Level 5, 12 Pirie Street

ADELAIDE SA 5000

Postal Address: Level 5, 12 Pirie Street

ADELAIDE SA 5000

Telephone: +61 87120 8457

E-mail: amber.hall@scopeglobal.com

DCRXXXXX Principal Initials ……………

Supplier Initials …………..171499_2737742_2

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Item 6. Supplier’s Representative: (Clause 11.3)

Name: [INSERT]

Street Address: [INSERT]

Postal Address: [INSERT]

Telephone: [INSERT]

E-mail: [INSERT]

Item 7. Nominated Services

[Insert tables provided in Tender Response Form]

Item 8. Insurance

The Supplier must either provide evidence of:

(a) appropriate self-insurance arrangements; or

(b) current insurance meeting the following requirements:

public liability insurance with a limit of at least AUD20 million for each and every claim which covers loss of, or damage to, or loss of use of any real or personal property and/or any personal injury to, illness or death of any person arising from the performance of the Deed of Standing Offer and any Agreement for the Supply of Services;

professional indemnity insurance with a limit of at least $10 million for each and every claim to cover the Contractor’s obligations under the Agreement;

workers’ compensation insurance or the equivalent as required by law in the Suppliers country of origin/registration;

adequate property insurance covering any material, supplies and the reinstatement of any data while in the care, custody or control of the Supplier for its full replacement value;

adequate medical and dental insurance for all Supplier personnel engaged to operate outside of their country of permanent residence;

adequate insurance for medical evacuation and evacuation resulting from an insured event for all Supplier personnel; and

all other insurances required to be held by the Supplier by law.

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Schedule 2 – Head Contract Terms

PART 1 – PROVISIONS

1. Branding

The Supplier must:

1.1 identify, and with prior Principal approval, implement appropriate opportunities for publicising the Project/Program (including signage at each Project/Program site that acknowledges the funding of the Project/Program) in accordance with “DFAT Guidelines for managing Contractors (or NGOs or multilateral agencies) on the use of logos and other forms of acknowledgement” at all times;

1.2 only use the Australian Government/DFAT crest logo with prior approval (in-line version or stacked version) in Australia or the Australian Aid identifier overseas to denote association with Australia, the Australian Government or DFAT in any publicity or other project related materials; and

1.3 promptly remove Supplier signs at the completion of the Project/Program unless otherwise instructed by the Principal.

2. Publicity

The Supplier may not make media or other announcements or releases relating to this Deed or any Agreement for Supply of Services without the Principal’s written approval except to the extent that the announcement or release is required to be made by law.

3. Investigation by the Ombudsman

3.1 In carrying out the Services, the Supplier, and an employee or subcontractor of the Supplier, may be a “Commonwealth service provider” under Section 3BA of the Ombudsman Act 1976 (Cth).

3.2 The Supplier must use its best endeavours, and must ensure that employees and subcontractors of the Supplier use their best endeavours, in undertaking the Services, not to engage in conduct that:

3.2.1 would, if the Supplier or an employee or subcontractor were an officer of DFAT, amount to a breach of duty or to misconduct; or

3.2.2 should be brought to the attention of the principal officer of DFAT as defined in the Ombudsman Act 1976 (Cth).

3.3 If the Commonwealth Ombudsman commences an investigation of conduct of the Supplier, as a Commonwealth service provider, the Supplier, at the cost of the Supplier, must cooperate with the investigator including:

3.3.1 providing all documentation required by the investigator;

3.3.2 making Personnel available to assist the investigator; and

3.3.3 allowing the investigator, at any reasonable time of the day, to enter a place occupied by the Supplier and carry on the investigation at that place.

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3.4 If the Ombudsman brings evidence to the notice of DFAT concerning the conduct of the Supplier, or of an employee or subcontractor of the Supplier, the Supplier must, at the cost of the Supplier, take whatever remedial action is required by DFAT or by the Ombudsman to rectify the situation.

4. Counter-Terrorism

The Supplier must ensure that funds provided under this Deed (whether through a subcontract or not) do not provide direct or indirect support or resources to:

4.1 organisations or individuals associated with terrorism; and

4.2 organisations and individuals for whom Australia has imposed sanctions under: the Charter of the United Nations Act 1945 (Cth) and regulations made under that Act; the Autonomous Sanctions Act 2011 (Cth) and regulations made under that Act or the World Bank List or a Relevant List.

5. Fraud

5.1 The Supplier must not, and must ensure that Personnel do not, engage in any Fraud and must prevent and detect Fraud, including Fraud by its Personnel.

5.2 Within 14 days of the Commencement Date, the Supplier must conduct a Fraud risk assessment and produce a Fraud control strategy in compliance with the Commonwealth Fraud Control Framework available at www.ag.gov.au. The risk assessment and strategy must contain appropriate fraud prevention, detection, investigation and reporting processes and procedures.

5.3 The Supplier is responsible for preventing and detecting Fraud including Fraud within those functions outsourced/performed by a subcontractor or under any other arrangement established by the Supplier relating to the performance of this Deed or any Agreement for Supply of Services.

5.4 The Supplier must ensure that Personnel are responsible and accountable to the Supplier for preventing and reporting any Fraud as part of their routine responsibilities. The Supplier must ensure that Personnel who are not employed by the Supplier report Fraud to the Supplier within five Business Days.

5.5 If the Supplier becomes aware of a Fraud, it must report the matter to the Principal in writing within five Business Days. The written report must be signed by a Supplier authorised person and must include the following (where known):

5.5.1 the name of the Project under which DFAT funding is being provided;

5.5.2 name of any Personnel (including any subcontractors) involved;

5.5.3 the allegation(s), including a chronological account of the facts giving rise to the allegation(s);

5.5.4 the name of the suspected offender(s) (where known);

5.5.5 details of witnesses;

5.5.6 copies of relevant documents;

5.5.7 references to any relevant legislation;

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5.5.8 a nominated contact officer;

5.5.9 any other relevant information (e.g. political sensitivities, any other party or agency that has been informed, involved or that can assist with investigations); and

5.5.10 the current status of any inquiries commenced by the Supplier.

5.6 If a report has been made in accordance with clause 5.5 of this Schedule 2 above, the Supplier must respond within two Business Days to any further requests for information the Principal may make.

5.7 If the Supplier becomes aware of a Fraud, the Supplier must, in consultation with the Principal, develop and implement a strategy to investigate the Fraud based on the principles set out in the Australian Government Investigations Standards.

5.8 The Supplier must investigate any fraud at the Supplier’s cost and in accordance with any directions or standards required by the Principal. Whether the Supplier conducts an investigation or appoints an investigator to conduct an investigation, the person conducting the investigation must possess the minimum qualifications specified in the Australian Government Investigation Standards or an equivalent agreed to by the Principal.

5.9 The Supplier acknowledges and agrees that DFAT and the Principal have the right to appoint an investigator, conduct their own investigations or report Fraud to the appropriate law enforcement agencies or any other person or entity which DFAT or the Principal deems appropriate in Australia or in the Partner Country for investigation. If DFAT or the Principal exercises its rights under clause 5.9 of this Schedule 2, the Supplier must provide all reasonable assistance that may be required at its sole expense.

5.10 After the investigation is finished, if a suspected offender has been identified or at the direction of the Principal, the Supplier must promptly report the Fraud to the local police and any other appropriate law enforcement agency in the country where the incident has occurred, unless the Principal agrees otherwise in writing.

5.11 If the investigation finds the Supplier or Personnel have engaged in Fraud, the Supplier, in consultation with the Principal, must:

5.11.1 if DFAT funds have been misappropriated, pay to DFAT the full value of the misappropriated funds; and

5.11.2 if DFAT-funded property has been misappropriated, either return the property to DFAT or, if the property cannot be recovered or has been damaged, replace the property with property of equal or greater value or quality, or repair the property, at no cost to DFAT.

5.12 If the investigation finds that a person other than the Supplier or Personnel has engaged in Fraud, the Supplier must, at the Supplier’s cost, take all reasonable action to recover any DFAT funds or DFAT-funded property acquired or distributed through the Fraud, including taking recovery action in accordance with recovery procedures (including civil litigation) available in the Partner Country.

5.13 The Supplier must keep the Principal informed, in writing, on a monthly basis, of the progress of its efforts to recover the DFAT funds or DFAT-funded property, including any recovery action.

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5.14 If the Supplier considers that all reasonable action has been taken to recover the DFAT funds or DFAT-funded property and recovery has not been achieved or recovery has only been achieved in part, the Supplier may seek approval from the Principal that no further recovery action be taken.

5.15 If an investigation finds that the Supplier or Personnel have engaged in Fraud, or if DFAT discovers that a Fraud has not been reported to the Principal in accordance with clause 5.5 of this Schedule 2, the Principal has the right to:

5.15.1 terminate this Deed or any Agreement for Supply of Services (whether or not requested to by DFAT) by giving the Supplier notice in writing specifying the date on which the termination will take effect; and

5.15.2 not enter into any further agreements with the Supplier until such time as the Principal is satisfied that any recommended changes to the Supplier’s management and procedures have been made in order to prevent any further Fraud from occurring and to ensure timely reporting of fraud to the Principal.

5.16 Without limitation to the Principal’s rights pursuant to clause 12 of this Deed and clause 5.15 of this Schedule 2, if the Supplier fails to comply with its obligations under this clause 5 with respect to Fraud, the Principal may give the Supplier a written notice which specifies:

5.16.1 the obligation(s) with which the Supplier has not complied;

5.16.2 the action that the Supplier must take to rectify the failure; and

5.16.3 the date by which the Supplier must rectify the failure.

5.17 If the Supplier does not comply with a notice issued pursuant to clause 5.16 of this Schedule 2, the Principal reserves the right to:

5.17.1 terminate the Deed and any Agreement for the Supply of Services in accordance with clause 12 of this Deed;

5.17.2 exercise its rights pursuant to clause 5.15 of this Schedule 2; or

5.17.3 withhold payments (or parts of payments) due to the Supplier under this Deed and any Agreement for the Supply of Services until the Supplier has complied with the notice.

6. Anti-Corruption

6.1 The Supplier warrants that neither it nor its Personnel will make or cause to be made, receive or seek to receive any offer, gift or payment, or benefit of any kind, which could be construed as an illegal or corrupt act, either directly or indirectly to any party, in relation to the execution of this Deed.

6.2 Any breach of clause 6 of this Schedule 2 will entitle the Principal to issue a notice under clause 12 of the Deed to terminate this Deed and any Agreement for the Supply of Services immediately.

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7. Compliance with Laws and Policies

7.1 The Supplier is responsible for ensuring that it and Personnel comply with applicable laws, Treaties or MOUs of the Commonwealth, any State, Territory or local authority and applicable Commonwealth Government policies as set out in this Deed or as notified to the Supplier from time to time.

7.2 In performing any part of this Deed outside Australia, the Supplier and its Personnel and subcontractors must:

7.2.1 not engage in any political activity in the relevant country during the provision of the Services;

7.2.2 observe all laws and respect all religions and customs of that country; and

7.2.3 conduct themselves in a manner consistent with the Public Service Act 1999 (Cth) (including the Australian Public Service Values and Employment Principles and Code of Conduct).

8. Security

8.1 The Supplier is responsible for the security of Personnel, ensuring that both the Supplier and its Personnel comply with clause 8 of this Schedule 2.

8.2 If, during the Term, the Supplier is required to access or otherwise gains access to Official Information or Security Classified Information, it agrees to comply with:

8.2.1 all relevant security requirements specified in the Commonwealth Protective Security Policy Framework as minimum standards;

8.2.2 the security requirements specified in this Deed; and

8.2.3 any variations or additions to the security requirements under this clause 8 of this Schedule 2 that DFAT or the Principal notifies to the Supplier in writing. Such changes to the security requirements must be implemented by the Supplier from the date specified in the notice (or five Business Days after it receives the notice if no date is specified).

8.3 The Supplier must ensure that all its Personnel, when using DFAT's premises or facilities, comply with all DFAT procedures and directions relating to security.

8.4 If required by DFAT or the Principal each of the Personnel engaged by or on behalf of the Supplier, must meet all necessary security assessments and standards required by DFAT or the Principal including:

8.4.1 an identity check;

8.4.2 a National Police Clearance check or equivalent;

8.4.3 signing any forms notified to the Supplier by DFAT from time to time;

8.4.4 holding Australian Government security clearances to the level requested by DFAT in accordance with the Commonwealth Protective Security Policy Framework, or as otherwise required by DFAT;

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8.4.5 attending and completing a DFAT Security Awareness Course prior to or as soon as possible after the Commencement Date at the Supplier’s cost; and

8.4.6 complying with any other security awareness requirements reasonably requested by DFAT.

8.5 The Principal will facilitate the obtaining of security clearances for Personnel. The Supplier must bear the cost of security clearances for its Personnel.

8.6 All Personnel, where DFAT or the Principal consider this appropriate, must:

8.6.1 attend and complete a Departmental Security Awareness Course prior to or as soon as possible after the Commencement Date at the Supplier’s cost; and

8.6.2 comply with any other security awareness requirements reasonably requested by DFAT or the Principal.

8.7 The Supplier acknowledges that if any of its Personnel lose their security clearance or causes a security breach, the Principal may:

8.7.1 after consultation with the Supplier and DFAT, require the replacement of that Personnel; or

8.7.2 terminate this Deed and any Agreement for the Supply of Services for breach.

8.8 The Supplier must:

8.8.1 notify the Principal immediately on becoming aware of any security incident or security breach and comply with all of the Principal’s directions to rectify the security problem; and

8.8.2 participate in security reviews of its procedures at least annually as requested by DFAT or the Principal and participate in any security audit in relation to this Deed, providing full cooperation to the Principal, DFAT or its independent auditors (as applicable), including the Australian National Audit Office.

9. Work Health and Safety

9.1 The Supplier must perform its, and must ensure that its Personnel perform their, obligations under this Deed and any Agreement for the Supply of Services in strict compliance with the Work Health and Safety Act 2011 (Cth) ("WHS Act") and are able to participate in:

9.1.1 any necessary inspections of work in progress;

9.1.2 any necessary consultation with the Principal regarding implementation of the WHS Act provisions; and

9.1.3 any necessary consultation with the Principal regarding implementation of the WHS Act provisions; and

9.1.4 tests and evaluations of the Services.

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9.2 The Supplier agrees, when using DFAT's premises or facilities, to comply with all reasonable directions and procedures relating to work health and safety and security in effect at those premises or in regard to those facilities, as notified by DFAT or as might be inferred from the use to which the premises or facilities are being put.

9.3 Without limiting any other provision of this Deed, the Supplier agrees to, on request, give all reasonable assistance to DFAT or the Principal, by way of provision of information and documents, to assist the Principal, DFAT and their officers as defined in the WHS Act to comply with the duties imposed on them under the WHS Act.

9.4 The Supplier acknowledges that DFAT or the Principal may direct it to take specified measures in connection with the Supplier’s work under this Deed that DFAT or the Principal considers reasonably necessary to deal with an event or circumstance that has or is likely to have, an adverse effect on the health or safety of persons. The Supplier must comply with the direction at its own cost.

10. DFAT Confidential Information

10.1 DFAT Data (including DFAT Confidential Information) must not be removed from Australia or the relevant Partner Country.

10.2 If a party is required to disclose DFAT Confidential Information by law or for legal proceedings, the disclosing party must provide reasonable notice to the other party.

10.3 The Supplier must obtain from any Personnel who will have access to DFAT Confidential Information, a written undertaking in the form provided by the Principal relating to non-disclosure of that information.

10.4 The Supplier acknowledges and agrees to allow DFAT to publish details and report lists of contracts valued over certain thresholds, and identify confidentiality agreements in accordance with Senate Order requirements.

10.5 The Supplier acknowledges and agrees to allow DFAT to periodically publish detailed information about work under this Deed and any Agreement for Supply of Services on the DFAT website. This will include information about the Supplier’s policies, plans, processes, the results of the Supplier’s aid activities and DFAT’s evaluations of the Supplier’s performance. DFAT and the Supplier will consult prior to publication or release of information regarded as sensitive (for example, Fraud or corruption matters).

10.6 The identity of the Personnel is not Confidential Information, nor is this Deed.

10.7 The Supplier must ensure that it obtains any necessary consent from its Personnel in relation to the requirements of clause Error: Reference source notfound of this Schedule 2.

10.8 Upon expiry or earlier termination of this Deed, the Supplier’s must either destroy or deliver to DFAT all DFAT Confidential Information as requested by the Principal or DFAT.

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11. Privacy

11.1 The Supplier is a 'Contracted Service Provider' within the meaning of the Privacy Act 1988 (Cth) and, to the extent that it deals with personal information in the provision of Services, agrees to:

11.1.1 comply with the Australian Privacy Principles as they apply to DFAT and the Principal, including:

11.1.1.1 to use or disclose personal information only for the purposes of this Deed and any Agreement for Supply of Services;

11.1.1.2 take necessary steps to ensure adequate security measures are in place to protect personal information from misuse, interference and loss and from unauthorised access, modification or disclosure;

11.1.1.3 comply with the requirements of Australian Privacy Principle 8 regarding the disclosure of personal information to an overseas recipient;

11.1.2 not do any act, or engage in any practice, that would - if done or engaged in by DFAT or the Principal – breach the Australian Privacy Principles;

11.1.3 comply with any reasonable request or direction of the Principal, DFAT or the Privacy Commissioner in relation to access to, or handling of, personal information;

11.1.4 immediately notify the Principal if it becomes aware of a breach or possible breach of any obligations referred to in this clause, or the initiation of any action by the Privacy Commissioner relevant to this Deed; and

11.1.5 investigate any complaint arising out of a breach or possible breach of any obligations referred to in this clause, and notify the Principal of that investigation and outcome.

11.2 The Supplier agrees to indemnify DFAT and the Principal in respect of any loss, liability or expense suffered or incurred by DFAT and the Principal which arises directly or indirectly from a breach by the Supplier of any obligations referred to in this clause.

12. Review

12.1 At any time DFAT and the Principal may themselves, or may appoint an independent person or persons to, conduct a review of any matter capable of affecting the performance of this Deed and any Agreement for Supply of Services.

12.2 The Supplier and Personnel must participate cooperatively in any reviews conducted by DFAT or the Principal or their nominees, while continuing to perform its obligations under this Deed, and respond in writing to any draft review report within 28 Business Days after the date of receipt by the Supplier of the draft report.

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12.3 The Supplier must bear its own costs of any such reviews conducted by or on behalf of DFAT or the Principal.

13. Performance Assessment

13.1 The Supplier acknowledges and agrees that DFAT or the Principal may request that the Supplier participate in performance assessments in relation to this Deed.

13.2 The Supplier will participate in any performance assessments requested by the Principal or DFAT and provide all information requested by the Principal or DFAT in connection with the performance assessments.

13.3 The Supplier must insert clauses in any subcontracts relating to the Deed that require the subcontractor to agree to participate in any performance assessments as required by the Principal or DFAT.

14. Record Keeping

14.1 The Supplier must ensure that it and its Personnel at all times to the satisfaction of the Principal:

14.1.1 keep accurate and up-to-date accounts and records relating to the performance of its obligations under this Deed and any Agreement for Supply of Services (including receipts and expenses) in a manner that enables them to be conveniently and properly audited;

14.1.2 record all operational activities in relation to the provision of the Services, including to enable the prevention, detection and investigation of Fraud as required by clause 5 of this Schedule 2;

14.1.3 comply with any standards prescribed by DFAT or the Principal from time to time for the creation, care, access, storage, preservation and return or legal destruction of its accounts and records (including Contract Material);

14.1.4 provide all reasonable assistance requested by DFAT and the Principal for any administrative or statutory review concerning this Deed and any Agreement for Supply of Services; and

14.1.5 retain copies of all accounts and records for a period of seven years after termination or expiration of this Deed or completion of any legal action arising out of or in connection with this Deed or any Agreement for Supply of Services, whichever occurs later.

14.2 DFAT retains legal ownership of all records created for the provision of the Services by the Supplier. Upon termination or completion of this Deed, the Supplier must transfer all records created and maintained for Services provided by the Supplier under this Deed to DFAT in a format and manner which allows the records to be quickly and easily retrieved, reviewed and utilised by DFAT.

14.3 The Supplier must store, dispose of, or transfer custody or the ownership of any Commonwealth records in accordance with standards issued under the Archives Act 1983 (Cth) and any specific instructions provided from time to time by the Australian Government through the NAA.

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14.4 The Supplier must comply with any direction given by DFAT or the Principal for the purpose of transferring Commonwealth records to the possession, custody or control of the NAA or providing the NAA with full and free access to those records.

14.5 The Supplier must maintain up-to-date records of the names of all subcontractors engaged by the Supplier to perform part of the Services.

14.6 The Supplier may keep one copy of all records created during the course of the provision of the Services for legitimate risk management and audit purposes.

15. Adviser Information

15.1 In this clause 15, "Adviser Information" means the information which the Supplier must give DFAT and the Principal in accordance with clause 15.2 of this Schedule 2 below, if requested to do so by the Principal or DFAT. Adviser information may be Personal Information.

15.2 The Supplier must give the Principal and DFAT the following information about each Adviser if and when requested by the Principal:

15.2.1 position title;

15.2.2 nature of engagement (short term/long term);

15.2.3 ARF discipline category;

15.2.4 ARF job level;

15.2.5 gender;

15.2.6 nationality;

15.2.7 work location;

15.2.8 contract start and end date;

15.2.9 number of days/months worked in the time period specified by the Principal;

15.2.10 monthly or Daily Remuneration Rate;

15.2.11 Mobility Allowance, if any;

15.2.12 Special Location Allowance, if any;

15.2.13 Adviser Support Costs including Housing Costs, if any; and

15.2.14 any other information regarding remuneration or costs associated with Advisers and identified by the Principal or DFAT in the request.

15.3 The Supplier must provide the information specified in clauses 15.2.1 to 15.2.14 within five Business Days of receiving a written request from DFAT or the Principal.

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15.4 The Supplier acknowledged and agrees that DFAT may disclose Adviser Information in accordance with clause Error: Reference source not found of this Schedule 2 (Confidentiality).

15.5 The Supplier must ensure that Advisers, before they are engaged, consent in writing to DFAT and the Principal using the Adviser Information which may be collected under this clause 15 and are aware that:

15.5.1 DFAT and the Principal may request, and the Supplier may provide to DFAT and the Principal, the Adviser Information;

15.5.2 DFAT may disclose the Adviser Information to Commonwealth Government Departments and Agencies, Commonwealth Ministers and Parliamentary Secretaries, and to the Commonwealth Parliament; and

15.5.3 they are entitled to access their own Personal Information which is held by DFAT or the Principal, unless DFAT or the Principal has a lawful right to refuse access.

16. Access to Premises and Records

The Supplier must:

16.1 produce records, books and accounts for inspection by DFAT or the Principal immediately upon request (including where entering into a subcontract and executing a Deed of Novation and Substitution) at the same time or within 10 Business Days of execution of the subcontract by the Supplier;

16.2 permit each of the Principal, DFAT, the Commonwealth Auditor-General and the Information Privacy Commissioner or Privacy Commissioner as appropriate at reasonable times and on reasonable notice, through their officers, agents or advisers authorised on their behalf, to:

16.2.1 access the Supplier’ s premises;

16.2.2 examine, inspect, audit and copy any accounts and records relating to this Deed, any Agreement for Supply of Services, or the Services;

16.2.3 provide all necessary facilities for this purpose; and

16.2.4 in the case of documents or records stored on a medium other than in writing, make available to DFAT or the Principal on request reasonable facilities necessary to enable a legible reproduction to be created.

17. Audit

17.1 DFAT and the Principal have the inspection and audit rights described in clause 16 (Access to Premises and Records) and clause 17 of this Schedule 2 and, subject to these provisions, the Supplier is to bear its own costs in relation to any audit.

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17.2 DFAT or the Principal, or a representative of DFAT or the Principal (as the case may be), may conduct audits relevant to the performance and compliance by the Supplier with any of its obligations under the Deed and any Agreement for Supply of Services, including audits of the Supplier’s relevant:

17.2.1 operational practices and procedures;

17.2.2 project and financial management governance;

17.2.3 oversight practices and procedures;

17.2.4 invoices and reports;

17.2.5 material (including records, books and accounts) in the possession of the Supplier; and

17.2.6 other matters determined by DFAT or the Principal to be relevant to the performance of the Supplier’s obligations under this Deed or any Agreement for the Supply of Services.

17.3 Where DFAT or the Principal have reasonable concerns regarding the Supplier’s financial management systems, DFAT or the Principal (as the case may be) must provide the Supplier with written notification of those concerns outlining the action to be undertaken by the Supplier. These actions include:

17.3.1 a request that the Supplier’s Company Director provide a Statutory Declaration confirming that he/she has sighted the necessary supporting documentation and confirms the veracity of the claim for payment;

17.3.2 the Supplier providing DFAT or the Principal (as applicable) with additional documentation to support the claim for payment; and

17.3.3 a direction that the Supplier engage an independent, suitable organisation to undertake an audit of those financial management systems, including its invoicing procedures and practices, with a copy of the audit report to be provided to DFAT or the Principal as applicable.

17.4 The Supplier must respond to any notice received under clause 17.3 above within 14 Business Days.

17.5 The Principal reserves the right, at any time to direct the Supplier engage an independent audit firm and to provide DFAT and the Principal with a copy of the audit report from the independent auditor.

17.6 If the Principal directs the Supplier to undertake an independent audit it must do so at the Supplier’s cost, and the Supplier must comply with any directions given by the Principal or DFAT regarding terms of reference or required auditing standards.

17.7 Clause 17 of this Schedule 2 applies for the term of this Deed and for a period of seven years from the date of its expiration or termination.

17.8 The requirement for access and participation in audits does not in any way reduce the Supplier’s responsibility to perform its obligations in accordance with this Deed and any Agreement for Supply of Services.

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18. Early Notification

18.1 The Supplier must immediately notify the Principal if the Supplier (including Personnel) or a subcontractor:

18.1.1 undergoes a change in Control of the Supplier’s legal entity;

18.1.2 is listed on a World Bank List or on a Relevant List;

18.1.3 is subject to any proceedings or an informal process which could lead to listing on a World Bank List or listing on a Relevant List;

18.1.4 is temporarily suspended from tendering for World Bank contracts by the World Bank, pending the outcome of a sanctions process;

18.1.5 is temporarily suspended from tendering by a donor of development funding other than the World Bank; or

18.1.6 is the subject of an investigation (whether formal or informal) by the World Bank or another donor of development funding.

18.2 If the Supplier becomes aware of any issue that may affect its performance of this Deed and any Agreement for Supply of Services, it must notify the Principal immediately.

19. Compliance with DFAT Policies

The Supplier must ensure that it and its Personnel comply with all DFAT policies including:

19.1 the ‘Preventing Sexual Exploitation, Abuse and Harassment Policy”, accessible on the DFAT website at: www.dfat.gov.au;

19.2 the disability inclusive strategy: 'Development for All 2015-2020: Strategy for strengthening disability-inclusive development in Australia's aid program', accessible on the DFAT website at: http://dfat.gov.au/aboutus/publications/Pages/development-for-all-2015-2020.aspx. Particular attention must be directed towards the Strategy's guiding principles;

19.3 the child protection compliance standards in the 'Child Protection Policy' for the DFAT - Australian Aid Program, accessible on the DFAT website at: www.dfat.gov.au;

19.4 the 'Family Planning and the Aid Program: Guiding Principles' (2009) for the DFAT - Australian Aid Program, accessible on the DFAT website at: www.dfat.gov.au;

19.5 information accessibility requirements contained in the 'Guidelines for preparing accessible content' (2012) for the DFAT – Australian Aid Program, accessible on the DFAT website at: www.dfat.gov.au;

19.6 the 'Environment Protection Policy for the Aid Program' (2014), accessible on the DFAT website at: www.dfat.gov.au;

19.7 the Displacement and Resettlement of People in Development Activities Policy, accessible on the DFAT website at: www.dfat.gov.au; and

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19.8 'Promoting Opportunities for All: Gender Equality and Women's Empowerment' (November 2011), accessible on the DFAT website at: www.dfat.gov.au .

20. Indigenous Procurement Policy

20.1 The Supplier acknowledges and agrees that it is Commonwealth policy to stimulate indigenous entrepreneurship and business development, providing indigenous Australians with more opportunities to participate in the economy.

20.2 The Supplier must use its reasonable endeavours to increase its:

20.2.1 purchasing from Indigenous enterprises; and

20.2.2 employment of indigenous Australians,

in the delivery of the Services.

20.3 Purchases from Indigenous enterprises may be in the form of engagement of an Indigenous enterprise as a subcontractor, and use of indigenous suppliers in the Supplier’s supply chain.

20.4 In this clause 20, "Indigenous enterprise" means an organisation that is 50 per cent or more indigenous owned that is operating a business.

20.5 The Supplier will notify the Principal when there is a purchase from an Indigenous enterprise as outlined in clause 20.4 above.

21. Gender Equality

21.1 The Supplier must comply with its obligations, if any, to promote gender equality in the workplace under the Workplace Gender Equality Act 2012 (Cth) (“WGE Act”).

21.2 If the Supplier becomes non-compliant with the WGE Act during the Term of this Deed, the Supplier must notify the Principal and the Principal reserves the right to provide the Supplier with directions regarding compliance.

21.3 If the Term of the Deed exceeds 18 months, the Supplier must provide a current letter of compliance with the WGE Act within 18 months from the Commencement Date and, following this, annually, to the Principal.

22. Service Fees & Aid Advisor Remuneration Framework

22.1 All fees charged by the Supplier in connection with Personnel must comply with the DFAT Aid Advisor Remuneration Framework (“ARF”).

22.2 The Supplier represents and warrants to the Principal that the Service Fees payable by the Principal under an Agreement for Supply of Services comply with the ARF.

23. Survival

The following clauses of this Schedule 2 survive termination and expiry of this Deed and any Agreement for the Supply of Services:

23.1 clause 3 (Investigation by the Ombudsman);

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23.2 clause 5 (Fraud);

23.3 clause 11 (Privacy); and

23.4 clause 14 (Record Keeping).

24. Definitions

24.1 “Adviser” means an individual who provides advice (excluding technical, leadership/oversight) on the strategic direction or implementation of the Project/Program and is engaged under this Deed or any Agreement for Supply of Services by the Supplier, but does not include locally engaged staff employed in non-specialist roles associated with this Deed or any Agreement for Supply of Services (including staff engaged in administrative or logistical roles, Supplier’s head office staff or contractor representatives);

24.2 “Control” of a corporation means having the power (directly or indirectly) to control more than 50% of the membership of the board of directors, more than 50% of the voting shares of the corporation, or otherwise direct or cause the direction of the management and policies of the corporation;

24.3 “Data” includes any information provided by the Supplier under this Deed from any source, or collected or created by the Supplier in connection with the Services, whether in magnetic, electronic, hardcopy or any other form;

24.4 “DFAT” means the Commonwealth of Australia represented by the Department of Foreign Affairs and Trade;

24.5 “DFAT Confidential Information” means information of DFAT that is by its nature confidential or is designated as confidential in Part 4 of this Schedule 2;

24.6 “Fraud” means dishonestly obtaining a benefit, or causing a Loss, by deception or other means, and includes alleged, attempted, suspected or detected fraud;

24.7 “Loss or Losses” means any damage, liability, cost or expense including legal expenses;

24.8 “NAA” means the National Archives of Australia;

24.9 “Partner Country” means a country in which Services are to be delivered;

24.10 “Project/ Program” means the Kiribati Facility;

24.11 “Relevant List” means any similar list to the World Bank List maintained by any other donor of development funding; and

24.12 “Service Fees” means fees payable to a Supplier by the Principal for the provision of Services under an Agreement for the Supply of Services.

24.13 “World Bank List” means a list of organisations maintained by the World Bank in its “Listing of Ineligible Firms” or “Listings of Firms, Letters of Reprimand” posted at: http://web/worldbank.org.

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Schedule 3 – Terms and Conditions for the Supply of Services

(Please refer to Part C Annex 1_Terms and Conditions for the Supply of Services Template)

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