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DEFENCE ENVIRONMENT AND HERITAGE PANEL

From ASDEFCON (Standing Offer for Services)

DEED OF STANDING OFFER

FOR

DEFENCE ENVIRONMENT AND

HERITAGE PANELVersion 2.0

DEHP Conditions of Deed 1



RECITALSA. The Commonwealth may from time to time require the provision of Services. The Services

are broadly categorised as environment and heritage services (including contamination and unexploded ordnance assessment, management and remediation services). The Services may include both professional advisory services (desk based services) and works (field based services).

B. The Commonwealth has established a Panel of suppliers that may be requested to provide Services to the Commonwealth.

C. The Contractor is one of the suppliers on the Panel. The Contractor has made a standing offer to provide the Services on the terms set out in this Deed. The Commonwealth has accepted the Contractor’s standing offer to provide the Services on the terms set out in this Deed.

D. The terms of Contracts for Service Category A – E Services (which are predominately desk based services) are significantly different to the terms of Contracts for Service Category F Services (which are predominately field based for contamination and unexploded ordnance remediation works).

E. The Contractor acknowledges that this Deed does not guarantee that the Commonwealth will request any Quotation or enter into any Contract with the Contractor. The Contractor acknowledges that the Commonwealth may seek services that are the same as, or similar to, the Services from other persons.

THE PARTIES AGREE AS FOLLOWS




DEED OF STANDING OFFERTABLE OF CONTENTS

Page

1 DEED FRAMEWORK.................................................................................................................1

1.1 Definitions......................................................................................................................1

1.2 Interpretation..................................................................................................................1

1.3 Term.............................................................................................................................. 2

1.4 Entire Agreement............................................................................................................2

1.5 Precedence of Documents..............................................................................................2

1.6 Operation of Deed..........................................................................................................3

1.7 Notice of Material Changes.............................................................................................3

1.8 Ordering Services and Creating Contracts......................................................................3

1.9 Services to Other Providers............................................................................................5

1.10 Services to Other Commonwealth Agencies....................................................................5

1.11 No Assurance of Orders.................................................................................................6

1.12 Provision of Services......................................................................................................6

2 ROLES AND RESPONSIBILITIES............................................................................................82.1 Commonwealth Panel Manager......................................................................................8

2.2 Commonwealth Contract Representative........................................................................8

2.3 Contractor Panel Representative....................................................................................8

2.4 Contractor Contract Representative................................................................................8

2.5 Notices........................................................................................................................... 8

3 PROVISION OF THE SERVICES.............................................................................................103.1 Language and Measurement........................................................................................10

3.2 Personnel and Key Persons..........................................................................................10

3.3 Government Furnished Material....................................................................................11

3.4 Government Furnished Facilities...................................................................................11

3.5 Contractor Managed Commonwealth Assets.................................................................12

3.6 Stocktaking of Contractor Managed Commonwealth Assets..........................................12

3.7 Authorisations...............................................................................................................12

3.8 Commonwealth Information Systems............................................................................13

4 INTELLECTUAL PROPERTY..................................................................................................144.1 Ownership of Intellectual Property.................................................................................14

4.2 Intellectual Property Licence.........................................................................................14

4.3 Third Party IP...............................................................................................................14

4.4 Content Register...........................................................................................................14

4.5 Provision of Technical Data..........................................................................................14

4.6 Moral Rights................................................................................................................. 15

DEHP Conditions of Deed i



5 PRICE AND PAYMENT...........................................................................................................165.1 Price and Price Basis....................................................................................................16

5.2 Payment....................................................................................................................... 16

5.3 Claims for Payment......................................................................................................16

5.4 Ownership and Control of Services...............................................................................17

5.5 Taxes and Duties..........................................................................................................17

5.6 Adjustments................................................................................................................. 17

5.7 Late Payments.............................................................................................................18

5.8 Cost Principles..............................................................................................................18

5.9 All Work........................................................................................................................ 18

6 INSURANCE AND LIABILITY..................................................................................................196.1 Indemnity...................................................................................................................... 19

6.2 Intellectual Property Indemnity......................................................................................19

6.3 Proportionate Liability Excluded....................................................................................19

6.4 Insurance..................................................................................................................... 19

7 WARRANTIES......................................................................................................................... 217.1 Fitness for Purpose Warranty.......................................................................................21

7.2 Capability Warranty......................................................................................................21

7.3 Defects Warranty..........................................................................................................21

7.4 IT Equipment Warranty.................................................................................................21

7.5 Warranties Generally....................................................................................................21

7.6 Conflict of Interest.........................................................................................................22

8 DEED MANAGEMENT............................................................................................................238.1 Records........................................................................................................................ 23

8.2 Performance Measurement and Reporting....................................................................23

8.3 Change to this Deed or a Contract................................................................................23

8.4 Waiver.......................................................................................................................... 23

8.5 Commercial-in-Confidence Information..........................................................................23

8.6 Assignment and Novation.............................................................................................24

8.7 Negation of Employment and Agency............................................................................24

8.8 Commonwealth Access................................................................................................25

8.9 Contractor Access........................................................................................................25

8.10 Auditing........................................................................................................................ 25

8.11 Subcontracts................................................................................................................26

8.12 Cooperation with Other Providers.................................................................................26

8.13 Defence Security..........................................................................................................27

8.14 Safe Base Alert State System.......................................................................................28

8.15 Post Defence Separation Employment..........................................................................28

DEHP Conditions of Deed ii



9 POLICY AND LAW.................................................................................................................. 309.1 Applicable Law.............................................................................................................30

9.2 Policy Requirements.....................................................................................................30

9.3 Work Health and Safety (WHS).....................................................................................31

9.4 Workplace Gender Equality..........................................................................................33

9.5 Environmental Obligations............................................................................................33

9.6 Severability................................................................................................................... 33

9.7 Privacy......................................................................................................................... 33

9.8 Building Code...............................................................................................................35

9.9 Freedom of Information.................................................................................................35

9.10 Public Announcements.................................................................................................36

10 DISPUTES AND TERMINATION.............................................................................................3710.1 Resolution of Disputes..................................................................................................37

10.2 Contractor Default........................................................................................................37

10.3 Termination or Reduction for Convenience....................................................................38

10.4 Right of Commonwealth to Recover Money...................................................................39

10.5 Survivorship.................................................................................................................. 39

SCHEDULE1. DEED PARTICULARS………………………………………………………………………………..1-1

ATTACHMENTSA. SCOPE OF SERVICES........................................................................................................A-1

B. MAXIMUM RATES AND ALLOWANCES..............................................................................B-1

C. REQUEST FOR QUOTATION AND TASKING STATEMENT TEMPLATE............................C-1

D. QUOTATION TEMPLATE....................................................................................................D-1

E. OFFICIAL ORDER TEMPLATE............................................................................................E-1

F. ADJUSTMENT FORMULA....................................................................................................F-1

G. PARTS OF DEED THAT ARE C-I-C INFORMATION...........................................................G-1

H. CONTROLLED CONTENT REGISTER TEMPLATE.............................................................H-1

I. GLOSSARY........................................................................................................................... I-1

J. NEW CUSTOMER DEED TEMPLATE..................................................................................J-1

K. PERFORMANCE MANAGEMENT AND REPORTING SYSTEM...........................................K-1

L. NOT USED........................................................................................................................... L-1

M. DEED OF CONFIDENTIALITY AND FIDELITY TEMPLATE.................................................M-1

N. SPECIAL CONDITIONS.......................................................................................................N-1

O. GENERAL REMEDIATION CONTRACT TERMS.................................................................O-1

P. TOXIC REMNANTS OF WAR REMEDIATION CONTRACT TERMS....................................P-1

DEHP Conditions of Deed iii



1 DEED FRAMEWORK1.1 Definitions

1.1.1 In this Deed and in any Contract, unless the contrary intention appears, words, abbreviations and acronyms have the meanings given to them by the Glossary at Attachment I. The Glossary also contains a list of documents referred to in this Deed and details of the version that is applicable to this Deed and any Contract.

1.2 Interpretation

1.2.1 In this Deed and in any Contract, unless the contrary intention appears:

a. headings are for the purpose of convenient reference only and do not form part of this Deed or any Contract;

b. the singular includes the plural and vice-versa;

c. a reference to one gender includes the others;

d. a reference to a person includes a body politic, body corporate or a partnership;

e. if the last day of any period prescribed for the doing of an action falls on a day which is not a Working Day, the action shall be done no later than the end of the next Working Day;

f. a reference to an Act is a reference to an Act of the Commonwealth, State or Territory of Australia, as amended from time to time, and includes a reference to any subordinate legislation made under the Act;

g. a reference to a clause includes a reference to a subclause of that clause;

h. a reference to a ‘dollar’, ’$’, ’$A’ or ’AUD’ means the Australian dollar unless otherwise stated;

i. a reference to a specification, publication, Commonwealth policy or other document is a reference to that specification, publication, Commonwealth policy or document:

(i) if the document relates to the Deed, in effect on the Deed Effective Date and updated from time to time;

(ii) if the document relates to a Contract, in effect on the Contract Award Date and updated from time to time; or

(iii) another version of the document if agreed in writing between the parties;

j. the word ‘includes’ in any form is not a word of limitation; and

k. a reference to a party includes that party’s administrators, successors, and permitted assignees, including any person to whom that party novates any part of this Deed or any Contract.

1.2.2 The interpretation of one Contract formed under the Deed does not affect the interpretation of any other Contract formed under the Deed. In particular, the parties:

a. recognise that the Contract terms for Service Category A to E Services are significantly different to the Contract terms for Service Category F Services; and

b. agree that the inclusion or absence of a provision in a Contract for Service Category A to E Services does not affect the interpretation of any Contract for Service Category F Services (and vice versa).

1.2.3 The objectives of the parties in entering into this Deed and any Contract are:

a. to ensure that the Contractor delivers the Services on time, on budget, to the required safety, quality and capability, in accordance with this Deed and any Contract;

b. to provide an effective capability to the Australian Defence Force (ADF) that:

(i) supports the ADF’s mission to ‘fight and win’;




(ii) supports the Commonwealth’s policy of Defence self-reliance; and

(iii) minimises the lifecycle costs to the Commonwealth.

c. to develop, maintain and enhance appropriate skill sets and capabilities within both the Commonwealth and the Contractor;

d. to obtain value for money for the Commonwealth on an ongoing basis in relation to the procurement and delivery of the Services;

e. to obtain for the Contractor as a commercial entity a reasonable return on its investment when it performs this Deed and any Contract efficiently and successfully, being a return that appropriately reflects the properly managed risks assumed by the Contractor in the performance of this Deed and any Contract;

f. to have appropriate Contract Material and Intellectual Property rights to allow the Commonwealth to have the full benefit of the Services;

g. to facilitate the retention and enhancement of industry capabilities within Australia and New Zealand;

h. to work within a framework that ensures the safety of persons and materiel safety, and assures compliance with all laws and other regulatory requirements;

i. to achieve these joint objectives through a culture of mutual respect and co-operation, and in an environment that fosters innovation, continuous improvement, cost efficiency, transparency and open, honest and timely communication; and

j. the protection of the environment and heritage sites.

1.2.4 Without in any way affecting or overriding the other terms of this Deed and any Contract, each party agrees to perform its obligations and enforce its rights under this Deed and any Contract having regard to, and with the aim of, satisfying the objectives described in clause 1.2.3.

1.3 Term

1.3.1 This Deed is legally binding from the Deed Effective Date. Unless terminated earlier and subject to this clause 1.3, this Deed expires on the date set out in Item 2 (Initial Expiry Date) of the Deed Particulars.

1.3.2 The Commonwealth may at its option extend the Term of this Deed for a period or periods not extending beyond the date set out in Item 3 (Latest Expiry Date) of the Deed Particulars by giving the Contractor an extension notice in writing not less than three months before the then current expiry date of the Term.

1.3.3 The Commonwealth may set out, in an extension notice given under clause 1.3.2, changes to this Deed. The changes specified in the extension notice take effect from the day after the date on which the Term would have expired if the Commonwealth did not give the extension notice.

1.3.4 If the Contractor does not agree to changes specified in an extension notice, the Contractor shall notify the Commonwealth, within 1 month of receiving the extension notice, that the Contractor does not accept the changes. If the Contractor provides notice under this clause 1.3.4, the Term is not extended.

1.3.5 If the Deed expires, the Contractor shall continue to perform the Contracts. This clause 1.3.5 applies even if completion of the Contract occurs after the date on which this Deed expires.

1.4 Entire Agreement

1.4.1 This Deed, and each 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.

1.5 Precedence




1.5.1 If there is any inconsistency between the terms of any documents that form part of this Deed, a descending order of precedence shall be accorded to:

a. the conditions of Deed, Schedule 1 (Deed Particulars) and Attachment I (Glossary);

b. the Attachments to this Deed, other than the Glossary; and

c. any document incorporated by express reference as part of this Deed;

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

1.5.2 This clause 1.5 relates to the precedence of documents that form part of the Deed. The order of precedence for Contracts is addressed in clause 1.8.10.

1.6 Operation of Deed

1.6.1 This Deed constitutes a standing offer for the Term during which the Commonwealth may require the Contractor to provide Services as and when required by the Commonwealth in accordance with clause 1.8.

1.6.2 The range of Services which the Contractor offers the Commonwealth are detailed at Attachment A to this Deed.

1.6.3 The Contractor acknowledges that:

a. the Commonwealth has established the Panel; and

b. the Contractor is one of a number of suppliers on the Panel which may be requested to provide Services.

1.6.4 The Commonwealth may by notice remove the Contractor from the Panel if:

a. the Contractor fails to participate in the Performance Management and Reporting System in accordance with Attachment K;

b. the Contractor is given an Engagement Performance Review rating of ‘minimum standard’ for three or more Engagement Performance Reviews during the Term;

c. the Contractor is given an Engagement Performance Review rating of ‘unsatisfactory standard’ for two or more Engagement Performance Reviews during the Term;

d. the Contractor is given an Annual Performance Review rating of ‘minimum standard’ or ‘unsatisfactory standard’ for one or more APRs during the Term; or

e. the Commonwealth considers that a Contractor Material Change will adversely affect the Contractor’s ability to perform its obligations under this Deed.

1.6.5 If the Commonwealth gives notice in accordance with clause 1.6.4, the change will take effect from the date specified in the notice (or if no date is specified, from the date that the notice is received by the Contractor).

1.6.6 The Contractor is not and will not be entitled to make any claim or proceeding against the Commonwealth arising out of or in connection with any decision by the Commonwealth to remove the Contractor from the Panel.

1.7 Notice of Contractor Material Changes

1.7.1 The Contractor shall:

a. provide immediate notice in writing to the Commonwealth Panel Manager on the occurrence of any Contractor Material Change; and

b. provide annual notice in writing to the Commonwealth, within one month of the anniversary of the Deed Effective Date, confirming that each Contractor Material Change that occurred in relation to the Contractor in the 12 months preceding the anniversary of the Deed Effective Date has been notified to the Commonwealth in accordance with clause 1.7.1a.




1.8 Ordering Services and Creating Contracts

1.8.1 If the Commonwealth requires Services, the Commonwealth Panel Manager or Commonwealth Contract Representative may seek competitive Quotations from one or more Panellists on the Panel by issuing a Request for Quote and Tasking Statement in a form similar to Attachment C.

1.8.2 A Request for Quote and Tasking Statement issued under clause 1.8.1 may seek Quotations on a fixed price or other price basis. The Contract Price proposed by the Contractor in its Quotation shall be based on rates which do not exceed the Maximum Rates and Allowances in Attachment B.

1.8.3 The Contractor shall either submit a written Quotation or give a notice declining to quote by the date that the quote is required as specified in the Request for Quote and Tasking Statement. The Contractor shall submit the Quotation or give the notice to the Commonwealth Contract Representative with a copy to the Panel Email Address set out in Item 10 of the Deed Particulars.

1.8.4 The Quotation shall be in a form similar to Attachment D and contain:

a. the Contractor’s approach to performing the requested Services;

b. the time for completing the requested Services;

c. curricula vitae of the personnel that the Contractor proposes to use in performing the Services;

d. the proposed Contract Price for performing the Services;

e. the Contractor's acceptance of the Special Conditions (if any) specified in the relevant Request for Quotation and Tasking Statement; and

f. all other information required by the Request for Quote and Tasking Statement.

1.8.5 A Quotation, when submitted to the Commonwealth, constitutes an offer by the Contractor to perform the Services requested.

1.8.6 The Commonwealth shall evaluate Quotations on the basis of best value for money consistent with Commonwealth procurement policies. Neither the lowest priced Quotation nor any Quotation will necessarily be accepted by the Commonwealth.

1.8.7 If a Quotation submitted by the Contractor is acceptable to the Commonwealth, the Commonwealth may accept the Quotation by giving a signed Official Order to the Contractor. The Official Order will typically be in a similar form to Attachment E.

1.8.8 If the Commonwealth Panel Manager or Commonwealth Contract Representative delivers an Official Order to the Contractor, the Official Order creates a Contract for the Services required by the Commonwealth.

1.8.9 The Contract Award Date is:

a. if the Official Order expressly states a Contract Award Date, the date specified in the Official Order; or

b. if the Official Order does not expressly state a Contract Award Date, the date on which the Commonwealth gives the Official Order to the Contractor.

1.8.10 The terms of the Contract are those set out in the following documents, in a descending order of precedence (unless the Official Order expressly states that a term will have a different order of precedence to the order set out below and the Official Order has been signed by both the Commonwealth Panel Manager and the Commonwealth Contract Representative):

a. if the Services to be provided under the Contract are Service Category A, B, C, D or E Services:

(i) the conditions of this Deed as applicable to the Contract;

(ii) the Attachments to the conditions of Deed;

(iii) the Official Order (including all Special Conditions); and




(iv) any documents incorporated by express reference as part of the Contract (including the Request for Quote and Tasking Statement and Quotation to the extent they are referenced in the Official Order).

b. if the Services to be provided under the Contract are Service Category F Services (Contamination and Unexploded Ordnance Remediation Works):

(i) Attachment O (General Remediation Contract) or Attachment P (Toxic Remnants of War Remediation Contract) as specified in the Official Order;

(ii) the conditions of this Deed as applicable to the Contract;

(iii) the Attachments to the conditions of Deed;

(iv) the Official Order (including all Special Conditions); and

(v) any documents incorporated by express reference as part of the Contract (including the Request for Quote and Tasking Statement and Quotation to the extent they are referenced in the Official Order).

1.8.11 If a Special Condition:

a. is not a special condition set out in Attachment N; or

b. imposes a limit on the Contractor’s liability,

the Special Condition only forms part of the Contract if the Official Order expressly incorporates the Special Condition and the Official Order has been signed by both the Commonwealth Panel Manager and the Commonwealth Contract Representative.

1.8.12 No Services shall be carried out by the Contractor, and no amount shall become payable to the Contractor in respect of the Services unless and until a Contract has been formed in accordance with this clause 1.8.

1.8.13 The Contractor shall provide Services in accordance with any Contract, and fulfil all other obligations as specified in that Contract.

1.8.14 The Contractor shall not at any time solicit, provide a Quotation for, or enter into a Contract to perform Services in a Service Category or for a skill level for which it is not on the Panel. The Contractor’s Panel appointment and Service Category appointments as at the Deed Effective Date are set out in Items 8 and 9 of the Deed Particulars.

1.9 Services to Other Providers

1.9.1 If a Commonwealth project being undertaken by an Other Provider requires services that are the same as or similar to the Services:

a. the Commonwealth may require the Other Provider to engage as a subcontractor a Panellist from the Panel to perform those services;

b. the Contractor shall offer to the Other Provider to enter into a contract on the same terms that would apply if the Contractor was engaged directly by the Commonwealth under this Deed subject only to such changes as may be reasonably required to take account of the fact that it is a contract with the Other Provider and not the Commonwealth; and

c. the Contractor shall comply with any contract which it enters into under clause 1.9.1b.

1.9.2 The Contractor acknowledges and agrees that neither the Commonwealth nor any Other Provider guarantees any volume of work or makes any other representation to the Contractor under this clause 1.9.

1.10 Services to Other Commonwealth Agencies

1.10.1 The Contractor irrevocably offers to provide any Other Commonwealth Agency with any and all Services during the Term in accordance with the provisions of this Deed (including in relation to price and payment).




1.10.2 To accept the offer made by the Contractor pursuant to clause 1.10.1, an Other Commonwealth Agency will issue a New Customer Deed to the Contractor in the form of Attachment J.

1.10.3 On receipt by the Contractor of the New Customer Deed executed by the Other Commonwealth Agency and the Lead Customer, a separate Deed of standing offer will be created between the Contractor and the Other Commonwealth Agency on the terms of this Deed with the exception that:

a. references to the Commonwealth of Australia (as represented by the Department of Defence) and to Defence will be references to the Other Commonwealth Agency as detailed in the New Customer Deed;

b. the following clauses shall be replaced with ‘Not used’:

(i) Defence Security;

(ii) Safe Base Alert State System;

(iii) Post Defence Separation Employment;

(iv) Services to Other Defence Providers;

(v) clauses relating to Defence specific objectives; and

(vi) clauses relating to Defence Information Systems.

c. any Contract formed pursuant to this Deed does not form part of the standing offer with the Other Commonwealth Agency; and

d. references to relevant information in this Deed as set out in the New Customer Deed will be varied as set out in the New Customer Deed.

1.10.4 The Contractor acknowledges and agrees that neither the Commonwealth nor any Other Commonwealth Agency guarantees any volume of work or makes any other representation to the Contractor under this clause 1.10.

1.11 No Assurance of Orders

1.11.1 The Commonwealth does not make any representation nor in any way binds itself to placing any specific number of orders, or any orders at all, during the Term of this Deed.

1.11.2 Subject to clause 1.6.1, this Deed or any Contract is not to be interpreted as providing that the:

a. Contractor has the right to be the sole provider of the Services, or any part of the Services, to the Commonwealth; or

b. Commonwealth is prevented from seeking the Services from other Panellists on the Panel or from other suppliers.

1.12 Provision of Services

1.12.1 The Contractor acknowledges and agrees that:

a. the specification of the requirements for the Services in any Contract is the result of resource-intensive Commonwealth definition, approval and procurement processes;

b. the Commonwealth has relied on the Contractor’s representations about schedule (including as reflected in the Contract);

c. the Commonwealth has determined that the Contract is value for money on the basis that the provision of all Services is achieved in accordance with this Deed and the Contract and with no delay; and

d. it is reasonable that the Commonwealth at all times during the period of this Deed and any Contract has current knowledge and be advised by the Contractor of:

(i) progress under the Contract;

(ii) risks to the timely provision of the Services including potential minor omissions and defects;




(iii) any other potential or actual non-compliance with this Deed or any Contract;

(iv) risk management, including management of emerging risks; and

(v) any potential delay in meeting any timing obligation in this Deed or any Contract, for any reason, and whether or not the delay risk was foreseeable or has been previously identified.


a. proactively ensure that the Commonwealth is kept informed of matters relevant to the issues in clause 1.12.1, using the communication channels and reporting processes in this Deed and any Contract; and

b. comply with any directions by the Commonwealth or the exercise of any other Commonwealth powers under or in relation to this Deed or any Contract in dealing with such matters, including providing any additional information or knowledge that the Commonwealth requires.

1.12.3 The Contractor:

a. acknowledges that the industry for providing the Services changes quickly, with evolving technologies and methodologies;

b. shall seek to continuously improve the quality and efficiency of Services it provides; and

c. shall remain current with, and utilise as appropriate, leading-edge concepts, technologies and methodologies.


2 ROLES AND RESPONSIBILITIES2.1 Commonwealth Panel Manager

2.1.1 The Commonwealth Panel Manager is responsible for administering this Deed on behalf of the Commonwealth.

2.1.2 The Contractor shall comply with the reasonable directions of the Commonwealth Panel Manager made within the scope of the administration of this Deed.

2.1.3 The Commonwealth Panel Manager has no authority to waive, amend or vary the terms of this Deed or a Contract except as expressly provided in this Deed or a Contract.

2.1.4 The Commonwealth Panel Manager has no responsibility for the day to day management of a Contract except:

a. as otherwise expressly provided in this Deed; or

b. if the Commonwealth Panel Manager is also the Commonwealth Contract Representative for the Contract.

2.2 Commonwealth Contract Representative

2.2.1 The Commonwealth Contract Representative is the person identified as the Commonwealth Contract Representative in a Request for Quote and Tasking Statement and Official Order. The Commonwealth Contract Representative is responsible for administering the Contract on behalf of the Commonwealth.

2.2.2 The Contractor shall comply with the reasonable directions of the Commonwealth Contract Representative made within the scope of the administration of the Contract.

2.2.3 The Commonwealth Contract Representative has no authority to waive, amend or vary the terms of this Deed or a Contract except as expressly provided in this Deed or a Contract.

2.3 Contractor Panel Representative

2.3.1 The Contractor Panel Representative is responsible for administering this Deed on behalf of the Contractor.

2.3.2 The Contractor Panel Representative shall:

a. keep the Contractor’s personnel and Subcontractors informed of the Commonwealth’s requirements; and

b. keep the Commonwealth informed on issues which affect the Commonwealth’s activities connected with the Services and the Panel; and

c. ensure that the most appropriate resources are allocated to Services that the Contractor is engaged to perform under a Contract; and

d. take action to establish, maintain and further a collaborative relationship between the Commonwealth and the Contractor.

2.3.3 The Contractor Panel Representative shall manage the Contractor’s interaction with the Commonwealth Information Systems.

2.4 Contractor Contract Representative

2.4.1 The Contractor Contract Representative nominated in any Quotation shall be responsible for administering any resultant Contract on behalf of the Contractor with full authority to act on behalf of the Contractor in relation to that Contract.

2.5 Notices

2.5.1 A notice or communication under this Deed shall be effective if it is signed (unless it is sent by email), in writing and delivered to the Commonwealth Panel Manager or Contractor Panel Representative at the address specified in Item 4 or Item 5 of the Deed Particulars (or an alternative address as notified to the other party in writing from time to time).


2.5.2 A notice or communication under a Contract shall be effective if it is signed (unless it is sent by email), in writing and delivered:

a. to the Commonwealth Contract Representative or the Contractor Contract Representative at the address for service specified in the Contract (or an alternative address as notified to the other party in writing from time to time); or

b. if an address for service is not specified in the Contract, to the Commonwealth Panel Manager or Contractor Panel Representative at the address specified in Item 4 or Item 5 the Deed Particulars (or an alternative address as notified to the other party in writing from time to time).

2.5.3 Subject to clause 2.5.4, a notice or communication shall be deemed to have been delivered:

a. by prepaid post in three Working Days if sent within Australia and in eight Working Days if sent by air mail from one country to another;

b. by facsimile, at the time recorded by the transmitting machine, unless within one Working Day the sender is informed that the transmission was received in incomplete or garbled form; or

c. by email:

(i) where the email is sent during a Business Hour (being an hour in the period between 8am to 5pm on a Working Day) on a Working Day, upon the return of a receipt which confirms successful transmission of the email to the email address of the recipient or, where no return receipt is produced by the recipient’s email system, by the end of the last Business Hour on the day the email was sent; or

(ii) where the email is sent after the end of the last Business Hour on a Working Day or on a non-Working Day, the email will be deemed to be received at the beginning of the first Business Hour on the next Working Day.

2.5.4 For a notice pursuant to clause 1.7 (Notice of Contractor Material Changes),3.2.6 (Personnel and Key Persons), 3.5.2 or 3.6.3 (Contractor Managed Commonwealth Assets), 6.4.7 (Insurance), 7.6.2 (Conflict of Interest), 9.4.2 (Workplace Gender Equality), 9.5.2 (Environmental Obligations), 9.7.2 (Privacy), 10.2.1 or 10.2.3 (Contractor Default) or 10.3.1 (Termination or Reduction for Convenience), the notice or communication shall be deemed to have been delivered in accordance with clause 2.5.3(a) only if sent by registered prepaid post and the party that sent the notice has documentation to establish that the notice was sent by registered post.

2.5.5 Clauses 2.5.2, and 2.5.4 do not apply to Contracts for Service Category F Services.

2.6 Subcontractors

2.6.1 Notwithstanding any other provision of this Deed, if a Contractor Material Change results in a Subcontractor that was nominated in the Contractor’s Tender becoming unavailable during the Term of the Deed to provide Services under a Contract, the Contractor must:

a. provide notice to the Commonwealth in accordance with clause 1a; and

b. put forward a replacement Subcontractor for the Commonwealth’s consideration,

and the Commonwealth may:

c. approve the replacement Subcontractor;

d. allow the Contractor to remain on the Panel without the Subcontractor that is no longer available or its proposed replacement Subcontractor; or

e. terminate this Deed, or reduce the scope of this Deed, in accordance with clause 10.2.


3 PROVISION OF THE SERVICES 3.1 Language and Measurement

3.1.1 All information delivered as part of the Services under this Deed and any Contract shall be written in English. Measurements of physical quantity shall be in Australian legal units as prescribed under the National Measurement Act 1960 or, if supplies are imported, units of measurement as agreed by the Commonwealth Contract Representative.

3.2 Personnel and Key Persons

3.2.1 The Contractor shall ensure that the Services are undertaken by personnel who:

a. are suitably qualified, with appropriate skills and experience; and

b. hold an appropriate current certificate, licence, authorisation or accreditation at all times during the provision of the Services.

3.2.2 The Contractor shall ensure that its personnel:

a. report all security incidents to the Commonwealth in accordance with the applicable site instructions (including Base Security Instructions);

b. observe all local orders and regulations relating to the daily operations of each site, including orders and regulations relating to traffic, parking and induction training;

c. wear a Contractor approved uniform that is suitable for the role (for example, personal protective equipment for any work with hazardous chemicals);

d. observe, respect and support Defence’s culture, values and military tradition;

e. contribute to maintaining a safe and secure environment, and adhere to the emergency, lockdown and security procedures for each site;

f. do not display on their person, equipment or vehicles any badge, emblem or slogans of any political or social cause or movement while at a site; and

g. do not provide public comment to any media outlet on any defence security related matter.

3.2.3 The Contractor shall maintain records of its personnel’s competencies, qualifications and Authorisations and make such records available to the Commonwealth Panel Manager on request.

3.2.4 The Contractor shall ensure that personnel performing Services under a Contract satisfy the minimum requirements set out in:

a. for Service Categories A to E, Table 2 of Attachment A;

b. for Service Category F1, Table 3 of Attachment A; and

c. for Service Category F2, Table 4 of Attachment A.

3.2.5 The Contractor shall ensure that the Key Persons named in the Official Order deliver the Services under the Contract.

3.2.6 In the event that a Key Person will or may become unavailable for the performance of the work under the Contract, the Contractor shall:

a. notify the Commonwealth of the impending unavailability immediately that the Contractor becomes aware of the situation; and

b. nominate, at its earliest opportunity, a suitable replacement (including in relation to qualifications, skills and experience) for the Commonwealth’s consideration.

3.2.7 The Commonwealth may, at its discretion and at any time, give a notice in writing, including reasons, directing the Contractor to remove a Key Person or other Contractor personnel from work in respect of the Services. The Contractor shall arrange for their replacement at the earliest opportunity with personnel of appropriate skills and experience.


3.2.8 If the Contractor is unable to provide a replacement with suitable skills or in a sufficient time or make suitable alternative arrangements to the Commonwealth’s satisfaction to enable the Contractor to complete the Services in accordance with the Contract, the Commonwealth may terminate the Contract in accordance with clause 10.2.

3.2.9 Any requirement to replace any of the Contractor’s personnel during the course of any Contract (whether at the request of the Commonwealth or not) shall not constitute an act or event that is beyond the reasonable control of the Contractor in meeting the requirements of the Contract.

3.3 Government Furnished Material

3.3.1 If specified in and required under any Contract, the Commonwealth will deliver or provide access to the GFM listed in the Official Order to the Contractor at the place and times specified in that Contract or otherwise determined by the relevant Commonwealth Contract Representative. GFM may include templates for draft and final reports and other deliverables.

3.3.2 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 Commonwealth Contract Representative.


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.

3.3.4 The Contractor shall return GFM (other than consumable items of GFM) to the Commonwealth as required by the Contract or as directed by the relevant Commonwealth Contract Representative.

3.3.5 The Contractor acknowledges and agrees that the Commonwealth does not give any warranty or representation about the suitability or fitness of GFM for any particular use or application. This clause 3.3.5 does not apply to the extent that GFM is Commonwealth Mandated GFM.

3.3.6 The Contractor shall not:

a. without the prior written approval of the relevant Commonwealth Contract Representative:

(i) use GFM other than for a purpose for which the GFM was designed, manufactured or constructed;

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

(iii) modify GFM;

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

(v) 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.

3.3.7 The relevant Commonwealth Contract Representative may notify the Contractor of any Intellectual Property rights applicable to the GFM and the Contractor shall not act contrary to the existence of such rights.

3.4 Government Furnished Facilities


3.4.1 If required under any Contract and specified in the Official Order, the Commonwealth shall grant to the Contractor a non-exclusive licence to occupy and use the GFF listed in the Official Order for the purpose of performing work under the Contract.

3.5 Contractor Managed Commonwealth Assets

3.5.1 The Contractor shall take all reasonable care of Contractor Managed Commonwealth Assets (CMCA) and shall provide facilities to store and handle all CMCA as they are received.

3.5.2 The Contractor shall, within seven days of becoming aware that any CMCA are lost, destroyed, damaged, defective or deficient, notify the Commonwealth Contract Representative of the event in writing.

3.5.3 Without limiting clause 6.1, the Contractor shall be liable to the Commonwealth for loss or destruction of, damage to or defects or deficiencies in, the CMCA, except to the extent that the loss, destruction, damage, defects or deficiencies result from any unlawful or negligent act or omission on the part of the Commonwealth, its officers, employees or agents. Subject to clause 3.5.4, 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 under clause 10.4 as a debt due to the Commonwealth.

3.5.4 If in the opinion of the Commonwealth Contract Representative the Contractor has the necessary capacity, the Commonwealth Contract 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 3.5.3 for the damage, defect or deficiency, the work performed by the Contractor under this clause 3.5.4 shall discharge or partially discharge the Contractor’s liability. If the Contractor is not liable under clause 3.5.3 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.

3.6 Stocktaking of Contractor Managed Commonwealth Assets


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

b. undertake quarterly stocktakes 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 stocktaken, surpluses and deficiencies.

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

3.6.3 The Contractor shall immediately notify the Commonwealth Panel Manager and the relevant Commonwealth Contract Representative of any deficiencies that are discovered through a stocktake of CMCA.

3.7 Authorisations

3.7.1 The Contractor shall, and shall ensure that its Subcontractors:

a. obtain and maintain in full force all Authorisations required for provision of the Services;

b. provide a copy of any Authorisations to the Commonwealth within 10 Working Days of request by the Commonwealth; and


c. ensure that the Services are provided in accordance with all Authorisations.

3.7.2 The Contractor shall notify the Commonwealth within 5 Working Days after receiving notification of refusal to grant, or an intent to revoke or qualify, an Authorisation required for provision of the Services.

3.8 Commonwealth Information Systems


a. do everything within its control (including by providing information for all fields and in the format required by the Commonwealth) to ensure that all information relating to this Deed and Contracts that is able to be stored in a Commonwealth Information System is accurately recorded in the relevant Commonwealth Information Systems;

b. check the accuracy of all information relating to this Deed and Contracts that is stored in the Commonwealth Information Systems;

c. ensure the timely payment of all licence and other relevant fees, charges and expenses payable by the Contractor arising out of or in connection with the Commonwealth Information Systems;

d. ensure that the Contractor does not infringe any Intellectual Property rights arising out of or in connection with the Commonwealth Information Systems;

e. establish appropriate security and access procedures relating to the Contractor’s interaction with Commonwealth Information Systems;

f. ensure that all passwords and security data relating to a Commonwealth Information System are stored in accordance with the Defence Security Manual;

g. keep the Contractor’s personnel informed on matters relating to Commonwealth Information Systems that affect the Contractor’s performance of this Deed or a Contract; and

h. notify the Commonwealth of issues which affect a Commonwealth Information System (including any malfunctions or potential improvements).

3.8.2 The Commonwealth may, in respect of any data or information in a Commonwealth Information System do any of the following:

a. access the data or information;

b. generate reports from or interrogate any data or information; and

c. disclose the data or information.

3.8.3 The table below sets out some key Commonwealth Information Systems and some of the information and data stored in those systems:

System Information

Defence Estate Management System (or its replacement)

Maintenance and operation of buildings, plant and equipment, (including costs for replacement, maintenance requirements, asset design life, warranties)

Geographical Facilities Information System

Site plans, physical location of buildings, services, property details, topography

Panel Database RFQTS, Quotation and Official Order information, Key Persons (name, skills, CV, location, security clearance, current Commonwealth projects, referees, position)

3.8.4 The Commonwealth may provide up to two nominated Contractor personnel with access to the Defence Restricted Network to ensure connectivity if this is reasonably required for the performance of the Services.




4 INTELLECTUAL PROPERTY4.1 Ownership of Intellectual Property

4.1.1 Nothing in this Deed affects the ownership of Background IP or Third Party IP.

4.1.2 Ownership of all Foreground IP vests on its creation in the Contractor.

4.2 Intellectual Property Licence

4.2.1 The Contractor grants to the Commonwealth a royalty-free, irrevocable, world-wide, perpetual, non-exclusive licence (including the right to sub-license) to exercise all rights in respect of all Background IP and Foreground IP owned or controlled by the Contractor to use (including maintain, adapt, modify, develop, copy, retain and dispose) the Services and any Contract Material arising out of or in connection with the Services.

4.3 Third Party IP

4.3.1 The Contractor shall not use or supply any Third Party IP in the course of or in connection with the performance of the Services without either:

a. the prior written consent of and on terms agreed by the Commonwealth Panel Manager; or

b. obtaining in favour of the Commonwealth from the third party a licence (or sub-licence) for the Third Party IP on the same terms as clause 4.2.1.

4.3.2 The Commonwealth Panel Manager, when giving a consent under clause a, may attach conditions to that consent which may include an obligation on the Contractor to obtain in favour of the Commonwealth a licence on the same terms as clause 4.2.1 to exercise all rights in respect of the Third Party IP.

4.3.3 The Contractor warrants that by exercising its rights in respect of the Third Party IP in accordance with this Deed, the Commonwealth will not infringe any Third Party IP.

4.4 Content Register

4.4.1 The Contractor shall for each Contract prepare and deliver to the Commonwealth Contract Representative, within one month of the Contract Award Date, a Contract Content Register in the form set out in Attachment H setting out any details of the Material, Commercial-in-Confidence Information, Intellectual Property and other content which is or will be supplied or used by the Contractor under or in connection with that Contract.

4.4.2 The Contractor shall submit to the relevant Commonwealth Contract Representative an updated Contract Content Register for each Contract prior to the final claim for payment under that Contract.

4.4.3 The Contractor shall submit to the Commonwealth Panel Manager an updated and accurate Consolidated Content Register by combining each Contract Content Register prior to each annual Deed Review Meeting. Failure to provide a Consolidated Content Register shall be a breach of this Deed which entitles the Commonwealth to terminate this Deed.

4.4.4 The Contractor shall provide such evidence as the Commonwealth Contract Representative or Commonwealth Panel Manager reasonably requires to substantiate any information in a Content Register.

4.4.5 The Consolidated Content Registers are for record management purposes and do not in any way alter or limit the licences or rights granted to the Commonwealth in pursuant to this Deed or a Contract.

4.5 Provision of Technical Data

4.5.1 The Contractor shall provide with the Services all Technical Data (TD) necessary for the Commonwealth to exercise the IP rights that it has pursuant to or in connection with this Deed or a Contract.

4.5.2 The Contractor shall ensure that the Contract Material and Technical Data provided to the Commonwealth under this Deed and a Contract is in sufficient detail to enable a person




reasonably skilled in the relevant area to utilise the Services, Contract Material and Technical Data efficiently and effectively without further reference to the Contractor.

4.6 Moral Rights

4.6.1 The Contractor represents and warrants that the use of the Services for Defence Purposes or other purposes permitted by this Deed or any Contract will not infringe the Moral Rights of the officers, employees or agents of the Contractor or its Subcontractors.

4.6.2 The Contractor shall ensure that none of its:

a. officers, employees or agents;

b. Subcontractors; or

c. Subcontractors' officers, employees or agents,

institute, maintain or support any claim or proceeding against the Commonwealth or its officers, employees or agents for infringement of any of their Moral Rights.




5 PRICE AND PAYMENT5.1 Price and Price Basis

5.1.1 Attachment B outlines the Maximum Rates and Allowances that shall apply to all work performed under this Deed and any Contract. The Maximum Rates and Allowances set out in Attachment B are unalterable unless adjusted in accordance with clauses 5.6 and 8.3.

5.1.2 The Contract Price shall be based on rates and allowances that do not exceed the Maximum Rates and Allowances listed in Attachment B. The Contract Price will be as set out in the relevant Official Order, and is payable, subject to satisfactory performance of the Services, in accordance with this Deed and the relevant Contract.

5.1.3 If the Contract Price proposed in a Quotation or included in a Contract is a fixed price, the Contractor shall, if requested by the Commonwealth, provide calculations and supporting materials to show that the Contract Price has been calculated based on rates and allowances that do not exceed the Maximum Rates and Allowances set out in Attachment B.

5.1.4 The Commonwealth shall be entitled, without derogating from any other rights it may have, to defer payment of a claim until the Contractor has completed, to the satisfaction of the Commonwealth Contract Representative, that part of the Services to which the claim relates.

5.2 Payment

5.2.1 This clause 5.2:

a. applies to Contracts for Service Category A to E Services; and

b. does not apply to Contracts for Service Category F Services.

5.2.2 The Contractor shall submit a claim for payment in accordance with clause 5.3.

5.2.3 On receipt of a claim for payment the Commonwealth Contract Representative shall either:

a. approve the claim if it is submitted in accordance with clause 5.2.1; or

b. reject the claim if it is not submitted in accordance with clause 5.2.1, or on the basis of clause 5.1.4.

5.2.4 If a claim is approved under clause a, the Commonwealth shall make payment within 30 days of receipt of the claim.

5.2.5 If the Commonwealth Contract Representative rejects the claim under clause b, the Commonwealth Contract Representative shall, within 14 days of receipt of the claim, notify the Contractor in writing of the need to resubmit the claim and the reasons for rejection and any action to be taken by the Contractor for the claim to be rendered correct for payment.

5.2.6 Upon receipt of a notice issued pursuant to clause 5.2.5, the Contractor shall immediately take all necessary steps to make the claim for payment conform to the requirements of this Deed and the relevant Contract and shall submit a revised claim to the Commonwealth Contract Representative when such action is complete. The resubmitted claim shall be subject to the same conditions as if it were the original claim.

5.2.7 If the Commonwealth agrees to accept the Services despite any minor omissions or defects or other non-compliance, the Commonwealth may, after consultation with the Contractor:

a. determine a revised Contract Price reflecting the reduction in value for money of the omission, defect or non-compliance (‘Reduction Amount’); and

b. exercise its rights under clause 10.4 in respect of the Reduction Amount.

5.3 Claims for Payment

5.3.1 The Contractor shall be entitled to submit claims for payment in accordance with this Deed and the relevant Contract.

5.3.2 All claims for payment submitted by the Contractor shall:

a. be correctly addressed and calculated in accordance with the relevant Contract;




b. subject to clause 5.2.7, only claim payment for Services that meet the requirements of the relevant Contract;

c. be in the form of a valid tax invoice in accordance with clause 5.5;

d. contain the following information:

(i) the title of the Services

(ii) the name of the Contractor Contract Representative;

(iii) the name and phone number of the Commonwealth Contract Representative;

(iv) the Official Order number and purchase order number;

(v) the date, task item, number of hours/days and hourly/daily rate (if applicable); and

(vi) the amount of the claim; and

e. be accompanied by any documentation requested by the Commonwealth Contract Representative in order to establish that the Services meet the requirements of the relevant Contract or that the claim is in accordance with the relevant Contract.

5.3.3 All claims for payment are to be submitted to the Commonwealth Contract Representative in accordance with clause 2.5.

5.4 Ownership and Control of Services

5.4.1 Title to all Contract Material passes to the Commonwealth on creation.

5.4.2 The Contractor shall deliver to the Commonwealth all Contract Material created in connection with the performance of a Contract prior to payment of the final claim relating to that Contract.

5.4.3 Subject to clause 4, ownership of all Services, or partially completed Services, shall pass to the Commonwealth upon payment of a claim relating to those Services in accordance with clause 5.

5.5 Taxes and Duties

5.5.1 All taxes, duties and government charges imposed or levied in Australia or overseas in connection with this Deed or any Contract shall be met by the Contractor and shall be included within the Contract Price.

5.5.2 The Contract Price set out in the Official Order includes GST for Services to be delivered under the Contract which are taxable supplies within the meaning of the GST Act.

5.5.3 The Contractor shall submit each claim for payment pursuant to clause 5 in the form of a valid tax invoice. The tax invoice shall include the amount and method of calculation of any GST payable by the Contractor in relation to that claim for payment as a separate item.

5.5.4 If the Contractor incorrectly states the amount of GST payable, or paid, by the Commonwealth on an otherwise valid tax invoice, the Contractor shall issue to the Commonwealth a valid adjustment note in accordance with the GST Act.

5.5.5 If the Commonwealth makes, or is assessed by the ATO as having made, a taxable supply to the Contractor under or in connection with the Contract, the Commonwealth shall be entitled to recover from the Contractor upon presentation of a valid tax invoice, the amount of GST paid or payable by the Commonwealth to the ATO.

5.5.6 Any amount of GST to be paid by the Contractor under clause 5.5.5 shall be a debt recoverable by the Commonwealth.

5.6 Adjustments

5.6.1 From the first anniversary of the Deed Effective Date, the Maximum Rates at Attachment B may be subject to annual adjustment to reflect changes in the cost of labour and materials in accordance with the formula at Attachment F.




5.6.2 The Contractor shall submit any proposed change to this Deed to adjust the Maximum Rates in accordance with Attachment F no earlier than 1 month prior to, and no later than 1 month after, the Adjustment Date. If the proposed change:

a. is determined by the Commonwealth as being in accordance with this Deed, the Commonwealth shall issue an amendment to this Deed pursuant to clause 8.3 to amend the Maximum Rates; or

b. is determined by the Commonwealth as not being in accordance with this Deed, the Commonwealth shall make any adjustments to the change proposed by the Contractor as the Commonwealth thinks necessary and shall issue an amendment to this Deed pursuant to clause 8.3 to amend the Maximum Rates. The Commonwealth may decide not to make any adjustments and, in that case, there will be no amendment to this Deed.

5.7 Late Payments

5.7.1 Subject to clause 5.7.3, if payment of an amount due under a Contract is made late and:

a. the Contractor is a Small Business at the Contract Award Date; and

b. the Contract Price is valued up to A$1 million (GST inclusive),

the Contractor may submit a separate claim for payment of interest calculated in accordance with clause 5.7.2.

5.7.2 Interest payable by the Commonwealth under this clause 5.7 shall be calculated in accordance with the following formula:

Interest payment = P x I x n.

Where:

"I" means the Australian Taxation Office sourced General Interest Charge rate determined under section 8AAD of the Taxation Administration Act 1953 current at the due date of payment expressed as a decimal rate per day;

"P" means the amount of the late payment; and

"n" means the number of days from the day after payment was due up to and including the day that payment is made.

5.7.3 The Contractor shall only be entitled to submit a claim for simple interest under clause 5.7.1 if the simple interest amount calculated in accordance with clause 5.7.2 is greater than $10.

5.8 Cost Principles

5.8.1 Without in any way affecting or overriding the other terms of this Deed or any Contract, the Commonwealth may, at its discretion, apply the DMO Cost Principles when considering any:

a. price for any change to this Deed or any Contract under clause 8.3; or

b. claim for costs if the Deed or any Contract is terminated.

5.9 All Work

5.9.1 The Contractor warrants that the Contract Price:

a. makes adequate provisioning for all of the Contractor's costs associated with labour (including supervision or training costs, all fees and costs associated with any licence or permit used to provide any Services, any professional or trade accreditation, or the membership of any association), on and off site overheads, goods, materials, tools, plant, equipment, facilities, consumables and all other items which are required to enable the Contractor to comply with its Contract obligations or which are reasonably inferred from the Contract, notwithstanding that they are not expressly mentioned in the Contract; and

b. comprises the total consideration payable by the Commonwealth to the Contractor for the provision of the Services to which that Contract relates, and the Contractor will not otherwise make any claim in respect of payment for the provision of the Services.




6 INSURANCE AND LIABILITY6.1 Indemnity

6.1.1 The Contractor shall indemnify the Commonwealth, its officers, employees and agents against any liability, loss, damage, costs (including the cost of any settlement and legal costs and expenses on a solicitor and own client basis) and expenses arising out of or in connection with a default or unlawful or negligent act or omission on the part of the Contractor, its officers, employees, agents or Subcontractors.

6.1.2 The Contractor’s liability to indemnify the Commonwealth under clause 6.1.1 shall be reduced proportionally to the extent that any unlawful or negligent act or omission on the part of the Commonwealth or any person through whom the Commonwealth is acting (but not including the Contractor, its officers, employees, agents or Subcontractors) contributed to the liability, loss, damage, costs or expenses.

6.2 Intellectual Property Indemnity

6.2.1 The Contractor shall indemnify the Commonwealth its officers, employees, 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 or Moral Rights when the infringement or alleged infringement arises out of any activity permitted under any licence or assignment referred to in clause 4 or otherwise under this Deed or any 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 this Deed or any Contract).

6.2.2 For the purposes of this clause 6.2, ‘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.

6.3 Proportionate Liability Excluded

6.3.1 To the extent permitted by law, the application of any proportional liability legislation (including the Civil Liability Act of a State or Territory) is expressly excluded.

6.4 Insurance

6.4.1 The Contractor shall, on or before the Deed Effective Date:

a. be fully insured or registered with the appropriate statutory authority against liability for death of or injury to persons employed by the Contractor, including liability under statute and common law;

b. have public liability insurance for an amount of not less than the amount set out in Item 6 of the Deed Particulars; and

c. have professional indemnity insurance for an amount of not less than the amount set out in Item 7 of the Deed Particulars.

6.4.2 The Contractor shall have and maintain any additional insurance as required in an Official Order or Contract.

6.4.3 The Contractor shall maintain the insurance or registration required by this clause 6.4:

a. if the insurance or registration provides coverage for the period during which the policy or registration was in force regardless of when the claim is made (‘occurrence’), until completion of this Deed and all Contracts; and




b. if the insurance or registration provides coverage only for claims made in the period during which the policy or registration is in force (‘claims made’), until seven years after completion of this Deed and all Contracts.

6.4.4 The Contractor shall, for each type of insurance that it is required to maintain under or in connection with this Deed, maintain insurance on an occurrence basis where such insurance is readily available for that type of insurance.

6.4.5 The Contractor shall ensure each Subcontractor is insured against the Subcontractor’s corresponding liabilities.

6.4.6 The Contractor shall, on request, produce satisfactory evidence of the insurance or registration to the Commonwealth Contract Representative or Commonwealth Panel Manager including details of:

a. name of the insurance provider;

b. type of insurance;

c. terms of the insurance, including any specific exclusions;

d. limits of liability per claim or occurrence and details of any aggregate limits or relevant sub-limits that apply;

e. whether any past or current claims made under the policy have materially affected, or are likely to materially affect, the amount of cover available under the policy;

f. deductible amounts; and

g. period of insurance.

6.4.7 The Contractor shall immediately notify the Commonwealth if the Contractor becomes aware or reasonably believes that, in relation to any policy of insurance relevant to this Deed or any Contract:

a. the policy:

(i) is or will be cancelled;

(ii) has not been or will not be renewed; or

(iii) has had or will have its coverage reduced in any material respect; or

b. there has been non-compliance with any conditions to which the policy is subject.


7 WARRANTIES7.1 Fitness for Purpose Warranty

7.1.1 The Contractor shall ensure and warrants that any Services provided under any Contract shall be fit for the purpose or purposes:

a. notified in the Request for Quotation and Tasking Statement;

b. for which Services of that kind would be reasonably expected to be applied by the Commonwealth; and

c. that would be inferred by a prudent and competent contractor.

7.2 Capability Warranty

7.2.1 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 conform with the requirements of the Contract.

7.3 Defects Warranty

7.3.1 The Contractor shall remedy any errors or defects in the Services notified to the Contractor by the Commonwealth Contract Representative during the warranty period which should not exceed three years

7.3.2 The liability of the Contractor to remedy defects under the warranty provided by the Contractor under clause 7.3 shall not apply to the extent that the defect arises from the Commonwealth’s negligent or wilful damage of the Services.

7.3.3 If the Contractor fails within the period of 14 days after notification by the Commonwealth Contract Representative, to rectify an error or a defect pursuant to this clause 7.3, the Commonwealth may, without limiting the Contractor’s other warranties and obligations, perform or have performed the necessary remedial work at the expense of the Contractor, and may recover such expense as a debt due to the Commonwealth in accordance with clause 10.4.

7.4 IT Equipment Warranty

7.4.1 The Contractor warrants that:

a. each item of IT Equipment:

(i) is free of defects in materials and workmanship;

(ii) complies and operates in accordance with any technical or descriptive specifications of functional, operational, performance or other characteristics specified for that item of IT Equipment in any documentation accompanying that IT Equipment; and

b. no virus will be introduced into the Commonwealth's systems as a result of the supply by the Contractor of any IT Equipment or as a result of any other act or omission of the Contractor in connection with carrying out the Services.

7.4.2 The Contractor shall assign to the Commonwealth the benefits of warranties given by any supplier from whom the Contractor sources any IT Equipment and shall execute any instrument necessary to give effect to the assignment within 7 days of the Contractor becoming entitled to the benefit of such warranties. The assignment of a warranty pursuant to this clause 7.4.2 does not in any way relieve the Contractor of the obligation to comply with warranties given by the Contractor under this Deed or a Contract.

7.5 Warranties Generally

7.5.1 The Contractor, unless the Commonwealth Contract Representative otherwise allows, shall meet all costs of, and incidental to, the discharge of the warranties under this clause 7.


7.5.2 The Contractor acknowledges that the Commonwealth enters into the Contract in reliance on the Contractor’s warranties in this clause 7, and the Contractor’s skill and judgement in rendering the Services.

7.5.3 The rights and remedies provided in this clause 7 are in addition to, and shall not limit, any other rights of the Commonwealth under this Deed, any Contract or otherwise.

7.6 Conflict of Interest

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

7.6.2 If during the Term (or prior to the completion of all Contracts) a conflict of interest arises, or appears likely to arise, the Contractor shall notify the Commonwealth immediately in writing and shall take such steps as the Commonwealth may reasonably require to resolve or otherwise deal with the conflict. If the Contractor fails to notify the Commonwealth or is unable or unwilling to resolve or deal with the conflict as required, the Commonwealth may terminate this Deed and any Contract in accordance with clause 10.2.

7.6.3 The Contractor shall not, and shall ensure that any officer, employee, agent or Subcontractor of the Contractor does not, engage in any activity or obtain any interest during the course of this Deed or any Contract that conflicts with, or is likely to conflict with, or restrict the Contractor in providing the Services to the Commonwealth fairly and independently.


8 DEED MANAGEMENT8.1 Records


a. keep records relating to the provision of the Services under this Deed and any Contract in accordance with industry standards; and

b. keep such other records as the Commonwealth Panel Manager or Commonwealth Contract Representative reasonably requires, or may from time to time require, and as advised to the Contractor.

8.2 Performance Measurement and Reporting

8.2.1 The parties agree that the Commonwealth will manage the Contractor’s performance in accordance with the Performance Management and Reporting System at Attachment K, including the Contractor’s performance at both the:

a. Panel level; and

b. Contract level.

8.2.2 The Contractor Panel Representative shall attend meetings and provide reports:

a. in accordance with the Performance Management and Reporting System; and

b. as required to fulfil the meeting and reporting requirements of Contracts.

8.3 Change to this Deed or a Contract

8.3.1 Either party may propose a change to this Deed. However, the Contractor acknowledges the Commonwealth’s preference to have consistent Deeds with all of the Panellists.

8.3.2 This Deed may only be changed in writing and signed by the Commonwealth Panel Manager and the Contractor Panel Representative.

8.3.3 The Commonwealth Panel Manager may issue an amendment to this Deed to incorporate any changes that have taken effect under clause 8.3.2. The amendment does not affect the legal status of the change as determined under clause 8.3.2.

8.3.4 Either party may propose a change to a Contract.

8.3.5 A Contract may only be changed in writing and signed by the Commonwealth Contract Manager and the Contractor Contract Representative.

8.3.6 A change to this Deed or a Contract shall take effect on:

a. the date specified in the contract change document signed by both parties; or

b. if no date is specified in the contract change document, the date on which the contract change document is signed by the parties in accordance with clauses 8.3.2 or 8.3.5, or if signed on separate days, the date of the last signature.

8.3.7 The Commonwealth Contract Representative may issue an amendment to any Contract to incorporate any changes that have taken effect under clause 8.3.5. The amendment does not affect the legal status of any Contract change as determined under clause 8.3.5.

8.4 Waiver

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

8.5 Commercial-in-Confidence Information

8.5.1 If in connection with this Deed or any Contract, Commercial-in-Confidence Information is provided or produced by any person, the relevant party shall ensure that any person receiving or producing the information protects the confidential nature of the information except:


a. when disclosure of the information is required by law or statutory or portfolio duties (including compliance with any order or requirement of parliament); or

b. to the extent that the Commonwealth would be prevented from exercising any of its rights (including IP rights) under this Deed or any Contract.

8.5.2 If it is necessary to disclose Commercial-in-Confidence Information, provided or produced by or on behalf of the other party, to a third party, other than a legal adviser or for a purpose within an exception listed in clause 8.5.1, the party wishing to make the disclosure shall obtain the written consent of the other party to this Deed.

8.5.3 The Commonwealth may require the Contractor to ensure that its officers, employees, agents, and Subcontractors engaged in the performance of a Contract give a written undertaking in the form of Attachment M prior to the disclosure of Commercial-in-Confidence Information.

8.5.4 The Contractor shall not, in marking information supplied to the Commonwealth, misuse the term ‘Commercial-In-Confidence’ or the Contractor’s equivalent. The marking of information as ‘Commercial-In-Confidence’ shall not affect the legal nature and character of the information.

8.5.5 The parties agree that any conditions of this Deed and Attachments, or the parts of them, listed in Attachment G are Commercial-in-Confidence Information for the relevant party as at the Deed Effective Date.

8.5.6 The Contractor agrees to deliver to the Commonwealth, as required by the Commonwealth, all documents in its possession, power or control which contain or relate to any information that is Commercial-in-Confidence Information of the Commonwealth on the earlier of:

a. demand by the Commonwealth; or

b. the time the documents and other material are no longer required for the purposes of this Deed or any Contract.

8.5.7 If the Commonwealth makes a demand under clause 8.5.6, and the Contractor has placed or is aware that documents containing the Commercial-in-Confidence Information are beyond its possession or control, then the Contractor shall provide full particulars of the whereabouts of the documents containing the Commercial-in-Confidence Information, and the identity of the person in whose custody or control they lie.

8.5.8 The Contractor, when directed by the Commonwealth in writing, agrees to destroy any document in its possession, power or control that contain or relate to any Commercial-in-Confidence Information.

8.5.9 Return or destruction of the documents referred to in this clause 8.5 does not release the Contractor from its obligations under this Deed or any Contract.

8.6 Assignment and Novation

8.6.1 Neither party may, without the written consent of the other, assign in whole or in part, its rights under this Deed or any Contract.

8.6.2 If the Contractor proposes to enter into any arrangement that will require the novation of this Deed or any Contract, it shall notify and seek the consent of the Commonwealth Panel Manager or Commonwealth Contract Representative (as applicable) within a reasonable period prior to the proposed novation.

8.7 Negation of Employment and Agency

8.7.1 The Contractor shall not represent itself, and shall ensure that its officers, employees, agents and Subcontractors do not represent themselves, as being employees, partners or agents of the Commonwealth.

8.7.2 Without limiting clause 8.7.1, the Contractor shall clearly identify itself, and shall ensure that its officers, employees, agents and Subcontractors clearly identify themselves, as a contractor to the Commonwealth when communicating through telephone, facsimile, email or any other communication tool in the course of performing the Services.


8.7.3 The Contractor, its officers, employees, agents and Subcontractors shall not by virtue of this Deed or any Contract, be, or for any purpose be deemed to be, an employee, partner or agent of the Commonwealth.

8.8 Commonwealth Access

8.8.1 During the Term of this Deed or during the performance of any Contract, the Contractor shall permit the Commonwealth Panel Manager, Commonwealth Contract Representative or any person authorised by them access to its premises, records and accounts relevant to or impacting on the performance of work under this Deed or any Contract. The Commonwealth may copy any records or accounts for the purposes of this Deed or any Contract.

8.8.2 Without limiting the generality of clause 8.8.1, the purposes for which the Commonwealth Panel Manager, Commonwealth Contract Representative or any person authorised by them may require access include:

a. investigating all costs and pricing matters in relation to this Deed or any Contract including investigating the reasonableness of:

(i) proposed prices or costs in any Deed or Contract change proposal submitted in accordance with clause 8.3; and

(ii) costs associated with claims for payment;

b. conducting audits under the Auditor-General Act 1997;

c. inspecting CMCA, attending, checking or conducting stocktakes of CMCA, including viewing and assessing the Contractor’s inventory control and stocktaking systems, or removing CMCA that are no longer required for the performance of the Contract;

d. determining whether and to what extent steps should be taken to register or otherwise protect Commonwealth IP;

e. monitoring the Contractor’s work health and safety and environmental compliance in connection with the provision of the Services; and

f. validating the Contractor's progress in meeting the AIC Schedule.

8.8.3 If the Contractor enters into a Subcontract in accordance with clause 8.10, the Contractor shall ensure the Subcontracts require Subcontractors to give the Commonwealth Panel Manager, Commonwealth Contract Representative or any person authorised by them access to Subcontractors’ premises, records and accounts in connection with the performance of work under the Subcontract, including the right to copy.

8.8.4 If the Commonwealth exercises a right to access premises pursuant to this clause 8.8, the Commonwealth shall require any person accessing premises pursuant to that right to comply with any reasonable Contractor or Subcontractor safety and security requirements or codes of behaviour for the premises.

8.9 Contractor Access

8.9.1 The Commonwealth shall allow the Contractor access to Commonwealth premises for the purpose of performing the Contract.

8.9.2 The Contractor shall comply with, and require persons afforded access under this clause 8.9 to comply with, any relevant Commonwealth safety requirements, security requirements, regulations, standing orders, or codes of behaviour for the Commonwealth premises.

8.9.3 The Commonwealth retains the right to deny access on occasions to the Contractor because of safety and security arrangements or as a result of failure by the Contractor to comply with clause 8.12.

8.10 Auditing

8.10.1 At any time the Commonwealth Panel Manager or any person authorised by them (including the Auditor-General or their nominee), may audit the Contractor's:

a. performance of this Deed and Contracts; and


b. compliance with obligations under this Deed and Contracts, which includes audits of the Contractor's:

(i) operational practices and procedures;

(ii) performance efficiency; and

(iii) Quotations, and their accuracy.

8.10.2 The Contractor shall, at its own cost, participate fully and co-operatively in any audits conducted by the Commonwealth.

8.11 Subcontracts

8.11.1 The Contractor shall not Subcontract the whole of the work under this Deed.

8.11.2 The Contractor shall not Subcontract any Services under a Contract without the prior written approval of both the Commonwealth Contract Representative and the Commonwealth Panel Manager.

8.11.3 If a Quotation submitted by the Contractor clearly indicates that Services are to be provided by a Subcontractor and that Quotation is accepted by the Commonwealth, acceptance of the Quotation is deemed to be prior written approval for the purposes of clause 8.11.2.

8.11.4 The Contractor, by subcontracting any of its obligations or by obtaining approval of a Subcontractor, shall not be relieved of its liabilities or obligations, and shall be responsible for all Subcontractors.

8.11.5 The Contractor shall not enter into a Subcontract:

a. with a Subcontractor named by the Director of Affirmative Action as an employer currently not complying with the Workplace Gender Equality Act 2012; or

b. if the appointment of the Subcontractor would breach a sanction imposed by the Code Monitoring Group.

8.11.6 The Commonwealth may revoke its approval of a Subcontractor on any reasonable grounds by providing notice to the Contractor. If the Commonwealth has revoked its approval of a Subcontractor, the Contractor shall take the necessary steps to ensure that

a. the Subcontractor ceases to perform Services pursuant to the Contract; and

b. those Services are satisfactorily performed by the Contractor or by another approved Subcontractor pursuant to the terms of the Contract at no extra cost to the Commonwealth.

8.11.7 The Contractor shall, if requested by the Commonwealth Panel Manager or the Commonwealth Contract Representative, provide the Commonwealth Panel Manager or the Commonwealth Contract Representative with names of all Subcontractors and a copy of any Subcontract, which copy need not contain prices.

8.11.8 The Contractor acknowledges and shall inform its Subcontractors that the Commonwealth may be required to publicly disclose the Subcontractors’ participation in the performance of the Contract.

8.12 Cooperation with Other Providers


a. fully co-operate with each Other Provider;

b. permit Other Providers to carry out their work;

c. carefully co-ordinate and integrate the Services with the activities of each Other Provider;

d. carry out the Services so as to avoid interfering with, disrupting or delaying, the activities of each Other Provider; and

e. provide whatever advice, support and co-operation is reasonable to facilitate the due carrying out of the activities of each Other Provider.


8.13 Defence Security

8.13.1 If the Contractor requires access to any Commonwealth place, area or facility under the control or responsibility of the Department of Defence or the ADF, the Contractor shall:

a. comply with any security requirements (including those contained in the DSM) notified to the Contractor by the Commonwealth Contract Representative from time to time; and

b. ensure that its officers, employees, agents and Subcontractors are aware of and comply with the Commonwealth’s security requirements.


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

b. notify the Commonwealth of any changes to circumstances which may affect the Contractor’s capacity to provide Services in accordance with the Commonwealth’s security requirements; and

c. provide any written undertakings in respect of security or access to the Commonwealth place, area or facility in the form required by the Commonwealth.

8.13.3 The Contractor shall comply with any security requirements set out in an Official Order (or otherwise in a Contract) that relate to security, including any requirement relating to:

a. facility accreditation;

b. ICT system accreditation;

c. personnel security clearances; and

d. membership of the Defence Industry Security Program in accordance with the Defence Security Manual.

8.13.4 The Contractor shall not release security classified information furnished or generated under this Deed or any Contract to a third party, including a representative of another country, without prior written approval of the originator through the Commonwealth Contract Representative.

8.13.5 The Contractor shall promptly report to the Commonwealth Contract Representative any instance in which it is known or suspected that security classified information furnished or generated under this Deed or any Contract has been lost or disclosed to unauthorised parties, including a representative of another country.

8.13.6 All security classified information transmitted between the parties or a party and a Subcontractor, in Australia, whether generated in Australia or overseas, shall be subject to the terms of Part 2:33 of the DSM, as amended from time to time.

8.13.7 All COMSEC material transmitted between the parties or a party and a Subcontractor, in Australia shall, in addition to the terms of clause 8.13.6, be subject to the special security provisions of Part 2:53 of the DSM, as amended from time to time.

8.13.8 All security classified information transmitted between the parties or a party and a Subcontractor located overseas, whether generated in Australia or by another country, shall be subject to the laws of the overseas country regarding the custody and protection of security classified information, and to any bilateral security instrument between Australia and the overseas country.

8.13.9 All COMSEC material transmitted between the parties or a party and Subcontractor located overseas shall be subject to approval in the first instance by the Director Defence Signals Directorate (DSD), in respect of Australian COMSEC material, and by the respective COMSEC authorities in other countries in respect of COMSEC material originating from those countries. Once approved for release, the material shall be subject to the laws of the overseas country regarding the custody and protection of COMSEC material as determined by the Director DSD and to any bilateral security instrument between Australia and the overseas country.


8.13.10 If there has been a breach by the Contractor, a Subcontractor, or any of their officers, employees or agents, of this clause 8.13:

a. the Commonwealth Panel Manager may give the Contractor a notice of termination of this Deed for default under clause 10.2.1; and

b. the Commonwealth Contract Representative may give the Contractor a notice of termination of the Contract for default.

8.13.11 The Contractor shall ensure the requirements of this clause 8.13 are included in all Subcontracts where the Subcontractor requires access to any Commonwealth place, area or facility, or to security classified information in order to perform the obligations of the Subcontract.

8.13.12 Unless otherwise agreed in writing by the Commonwealth, the Contractor shall bear the cost of complying with the Commonwealth’s security requirements under this Deed and any Contract.

8.14 Safe Base Alert State System

8.14.1 The Contractor shall be, and shall ensure that its Subcontractors are, fully familiar with the requirements of the Safe Base Alert State System ("SAFE BASE").

8.14.2 The Contractor shall attend, and arrange for its Subcontractors to attend, security briefings and SAFE BASE rehearsals as required by the Commonwealth Panel Manager or the Commonwealth Contract Representative from time to time.

8.14.3 The Contractor shall comply, and ensure that its Subcontractors comply, with the requirements of SAFE BASE, including complying with the requirements that apply to any Defence establishments at which the Contractor is performing Services at the level:

a. specified in the Official Order; and

b. any alternative level (or individual measure from a higher alert state to meet a specific threat or threats) applicable to from time to time.

8.15 Post Defence Separation Employment

8.15.1 The Contractor shall ensure that any prospective employee who is a former Defence Employee complies with the requirements of the Defence Workplace Relations Manual and DI(G) PERS 25-4 as applicable.

8.15.2 Except with the written Approval of the Commonwealth Panel Manager, the Contractor shall not permit any Defence Personnel or Defence Service Provider to perform or contribute to the performance of this Deed or a Contract (or include a person in a Quotation) if the person was at any time in the preceding 12 months engaged or involved in any of the following in their position as Defence Personnel or a Defence Service Provider:

a. the preparation or management of this Deed or a Contract;

b. the assessment or selection of the Contractor; or

c. the planning or performance of the procurement or any activity relevant or related to this Deed or any Contract.

8.15.3 The 12 month period referred to in clause 8.15.2 applies from the date which is 12 months before the date on which the Contractor proposes that the person start performing or contributing to the performance of this Deed or any Contract.

8.15.4 The Commonwealth Panel Manager, shall not unreasonably withhold Approval under clause 8.15.2 and may consider:

a. the character and duration of the engagement, services or work performed by the Defence Employee or contractor in the period specified in clause 8.15.2;

b. any information provided by the contractor about the character and duration of the services to be performed by the Defence Employee or contractor under the Contract;


c. the potential for real or perceived conflicts of interest or probity objections if the Defence Employee or contractor performs or contributes to the performance of the Contract;

d. any information provided by the Contractor concerning any significant effect which withholding approval will have on the persons employment opportunities or the performance of the Contract; and

e. the policy set out in the Defence Workplace Relations Manual and DI(G) PERS 25-4, as applicable.

8.15.5 Each restriction created by clause 8.15.2, by the operation of the definition of three relevant periods, is separate and independent of the other (although they are concurrent in effect).


9 POLICY AND LAW 9.1 Applicable Law

9.1.1 The laws of the Australian Capital Territory shall apply to this Deed and shall apply to any Contract unless the Official Order expressly provides that an alternate jurisdiction applies. The courts of the Australian Capital Territory shall have non-exclusive jurisdiction to decide any matter arising out of this Deed or any Contract.

9.1.2 The Contractor shall, in the performance of this Deed or any Contract, 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 (including overseas) in which any part of the Contract is to be carried out.

9.1.3 Without limiting clause 9.1.2, the Contractor shall ensure that it has and its personnel have a thorough knowledge of, and comply with, the following legislation to the extent that it is relevant to a particular Contract:

a. Environment Protection and Biodiversity Conservation Act 1999;

b. Great Barrier Reef Marine Park Act 1975 (Cth);

c. Sea Dumping Act (Environment Protection (Sea Dumping) Act 1981 (Cth); and

d. all National Environment Protection Measures made in accordance with the provisions of the National Environmental Protection Council Act 1994.

9.2 Policy Requirements

9.2.1 The Contractor shall comply with and require its officers, employees, agents and Subcontractors to comply with the following Commonwealth policies of general application relevant or applicable to any Contract:

a. Conflict of Interest and Gifts, hospitality and sponsorship policies as detailed in DI(G) PERS 25-6 and DI(G) PERS 25-7;

b. Defence Equity and Diversity policy as detailed in DI(G) PERS 35-3;

c. Defence Stocktaking policy as detailed in DI(G) LOG 4-3-014;

d. Workplace Gender Equality policy as detailed in the DPPM;

e. Fraud Control policy as detailed in DI(G) FIN 12-1

f. Hazardous Substances policy as detailed in the DPPM;

g. Information Management policy as detailed in DIMPI 1/2004; DIMPI 5/2001; and DI(G) ADMIN 10-6;

h. Ozone Depleting Substances and Synthetic Greenhouse Gases policy as detailed in the DPPM; and

i. Defence Environmental policy as detailed in the DPPM.

9.2.2 Without limiting clause 9.2.1, the Contractor shall comply with and require its officers, employees, agents and Subcontractors to comply with the following Commonwealth policies of specific environmental policies as applicable to any Contract:

a. DI(G) ADMIN 40–2—Environment and Heritage Management in Defence;

b. National Waste Policy (2009-2020);

c. DSRG Strategic Asbestos Management Plan (SAMP);

d. Defence Manual of Fire Protection and Engineering (MFPE);

e. Bushfire Management and Mitigation on the Defence Estate – National Guidelines;

f. Australian Government’s Information and Communications Technology (ICT) Sustainability Plan (2010-2015);

g. Australian Packaging Covenant Australian Government Action Plan (2010-2015);


h. Department of Sustainability, Environment, Water, Population and Communities (SEWPaC) Significant Impact Guidelines 1.1 and 1.2 in relation to Matters of National Environmental Significance (MNES);

i. Defence Pollution Prevention Strategy;

j. Defence Support and Reform Group Spatial Data Management Plan; and

k. Defence Biosecurity and Overabundant Native Species Policy and guidelines.

9.2.3 The Contractor shall comply, and shall ensure that its Subcontractors comply, with any judgment against it from any Court or Tribunal (including overseas jurisdictions but excluding judgments under appeal or instances where the period for appeal or payment/settlement has not expired) relating to a breach of workplace relations law, work health and safety law or workers’ compensation law.

9.3 Work Health and Safety (WHS)


a. comply with, and shall ensure that all Subcontractors comply with, the applicable WHS Legislation when providing the Services under this Deed or any Contract including the obligation under the WHS Legislation to, so far as is reasonably practicable, consult, co-operate and co-ordinate activities with the Commonwealth and any other person who, concurrently with the Contractor, has a work health and safety duty under the WHS Legislation in relation to the same matter; and

b. in carrying out work under this Deed or any Contract ensure, so far as is reasonably practicable, the health and safety of:

(i) Commonwealth personnel;

(ii) Contractor personnel and Subcontractor personnel; and

(iii) other persons,

in connection with the Services.

9.3.2 The Contractor represents and warrants that:

a. it has given careful, prudent and comprehensive consideration to the work health and safety implications of the work to be performed by it under this Deed and any Contract; and

b. the proposed method of performance of that work complies with, and includes a system for identifying and managing work health and safety risks which complies with, all applicable legislation relating to work health and safety including the WHS Legislation.


a. provide the Services under this Deed or any Contract in such a way that the Commonwealth and Commonwealth personnel are able to undertake any roles or obligations in connection with the Services provided under this Deed or any Contract (such as in relation to testing or auditing); and

b. 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 them,

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.

9.3.4 Without limiting the Contractor's obligations under this Deed or any Contract or at law, the Contractor shall:

a. provide, and shall ensure that a Subcontractor provides, to the Commonwealth within 10 Working Days of a request by the Commonwealth any information or copies of


documentation requested by the Commonwealth and held by the Contractor or a Subcontractor (as the case may be) to enable the Commonwealth to comply with its obligations under the WHS Legislation in relation to this Deed or any Contract;

b. without limiting clause 9.3.9, provide copies of:

(i) all formal notices and written communications issued by a regulator or agent of the regulator under or in compliance with the WHS Legislation to the Contractor or a Subcontractor relating to work health and safety matters;

(ii) all formal notices issued by a health and safety representative under or in compliance with the WHS Legislation; and

(iii) all formal notices, written communications and written undertakings given by the Contractor or a Subcontractor to the regulator or agent of the regulator under or in compliance with the WHS Legislation,

in connection with or related to this Deed or any Contract within 10 Working Days of receipt or submission of the notice, written communication or written undertaking by the Contractor or Subcontractor (as the case may be); and

c. provide, and shall ensure that a Subcontractor provides, to the Commonwealth within 10 Working Days of a request by the Commonwealth written assurances specifying that to the best of the Contractor's or the Subcontractor's (as the case may be) knowledge that it and its officers, employees, agents and Subcontractors are compliant with:

(i) the WHS Legislation; and

(ii) any relevant or applicable approved codes of practice under the Work Health and Safety Act 2011 (Cth) except where the Contractor can demonstrate compliance with the WHS Legislation in a manner that is different from the relevant code of practice but provides a standard of work health and safety that is equivalent to or higher than the standard required in the code of practice,

and that the Contractor or Subcontractor (as the case may be) has made reasonable enquiries before providing the written assurances.

9.3.5 To the extent not inconsistent with the express requirements of this Deed or any Contract, the Commonwealth Panel Manager or the Commonwealth Contract Representative may direct the Contractor to take specified measures that the Commonwealth Panel Manager or the Commonwealth Contract Representative considers reasonably necessary to comply with applicable legislation relating to work health and safety including the WHS Legislation in relation to the performance of the work under this Deed or any Contract. 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.

9.3.6 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.

9.3.7 Unless the Commonwealth Contract Representative otherwise agrees in writing, the Contractor shall:

a. ensure that any deliverable provided to the Commonwealth in connection with the Services does not contain a Problematic Substance; and

b. not use, handle or store a Problematic Substance on Commonwealth Premises in connection with the Services.

9.3.8 If the Commonwealth Contract Representative agrees that a deliverable may contain a Problematic Substance or that the Contractor may use, handle or store a Problematic Substance on Commonwealth Premises, the Contractor shall ensure that:

a. full details of the approved Problematic Substances are provided to the Commonwealth Contract Representative in the format of a Safety Data Sheet (SDS)


prescribed by the Commonwealth, except where the applicable SDS exists within the Australian ChemAlert database and the Contractor identifies that SDS to the Commonwealth Contract Representative by reference to its unique record within that database; and

b. the approved Problematic Substance is correctly labelled and packaged (including to clearly identify the nature of the substance and its associated hazards) in accordance with Australian legislative and regulatory requirements, and that all documentation supporting the Services clearly identifies the nature of the substance and its associated hazards.

9.3.9 If a Notifiable Incident occurs at Commonwealth Premises or involves Commonwealth personnel in connection with the Services or this Deed or any Contract, the Contractor shall immediately report the incident to the Commonwealth, provide the Commonwealth with a copy of any notice provided to the relevant State or Territory regulator, provide the Commonwealth with such other information required by the Commonwealth to notify Comcare of the Notifiable Incident in accordance with the WHS Legislation (including the completion of the Department of Defence Form AC563 Defence Work Health and Safety Incident Report) and provide assistance to the Commonwealth to undertake mandatory incident reporting.

9.3.10 The Contractor shall ensure that all Subcontracts contain equivalent provisions to those set out in this clause 9.3.

9.4 Workplace Gender Equality

9.4.1 This clause 9.4.1 applies only to the extent that the Contractor is a ‘relevant employer’ for the purposes of the Workplace Gender Equality Act 2012 (Cth) (WGE Act).

9.4.2 If the Contractor becomes non-compliant with the WGE Act during the Term of the Deed or the term of any Contract, the Contractor shall notify the Commonwealth Panel Manager of the non-compliance.

9.4.3 The Contractor shall provide a current letter of compliance within 18 months from the Deed Effective Date and following this, annually, to the Commonwealth Panel Manager.

9.4.4 Compliance with the WGE Act does not relieve the Contractor from its responsibility to comply with its other obligations under the Deed and any Contract.

9.5 Environmental Obligations

9.5.1 The Contractor shall perform its obligations under the Contract in such a way that:

a. the Commonwealth is not placed in breach of; and

b. the Commonwealth is able to support and to make full use of the Services for the purposes for which they are intended without being in breach of,

any applicable environmental legislation including the Environment Protection and Biodiversity Conservation Act 1999 and National Environment Protection (Used Packaging Materials) Measure Act 1998.

9.5.2 The Contractor shall immediately notify the Commonwealth Contract Representative of any contamination or hazard that is a result of the Contractor’s actions.

9.5.3 If the act or omission of the Contractor results in a contamination or hazard, the Contractor shall remediate the contamination or hazard to the Commonwealth’s satisfaction, at no cost to the Commonwealth.

9.6 Severability

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

9.7 Privacy



a. use or disclose Personal Information obtained during the course of providing Services under this Deed or any Contract, only for the purposes of this Deed or any Contract;

b. not do any act, or engage in any practice that would breach an Information Privacy Principle contained in section 14 of the Privacy Act 1988 (Privacy Act), which if done or engaged in by an Agency, would be a breach of that Information Privacy Principle;

c. not use or disclose Personal Information, or engage in an act or practice that would breach section 16F of the Privacy Act, or a National Privacy Principle, particularly National Privacy Principles 7 through to 10 or an Approved Privacy Code, unless:

(i) in the case of section 16F - the use or disclosure is necessary, directly or indirectly, to discharge an obligation under this Deed or any Contract; or

(ii) in the case of a National Privacy Principle or an Approved Privacy Code, the activity or practice is engaged in for the purpose of discharging, directly or indirectly, an obligation under this Deed or any Contract, and the activity or practice is inconsistent with the National Privacy Principle or Approved Privacy Code;

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

e. disclose in writing to any person who asks, the content of the provisions of this Deed or any Contract (if any) that are inconsistent with a National Privacy Principle or an Approved Privacy Code, binding a party to this Deed or any Contract;

f. carry out and discharge the obligations contained in the Information Privacy Principles as if it were an Agency under the Act; and

g. ensure that any officer, employee or agent of the Contractor who is required to deal with Personal Information for the purposes of this Deed or any Contract, is made aware of the obligations of the Contractor as set out in this clause 9.7.

9.7.2 The Contractor shall promptly notify the Commonwealth Panel Manager and any relevant Commonwealth Contract Representative if the Contractor:

a. becomes aware of a breach or possible breach of any of the obligations contained in, or referred to, in this clause 9.7, whether by the Contractor or Subcontractor;

b. becomes aware that a disclosure of Personal Information may be required by law; or

c. is approached by the Privacy Commissioner, or by any individual to whom any Personal Information held by the Contractor or Subcontractor relates, in respect of Personal Information.

9.7.3 The Contractor shall ensure that any Subcontract entered into for the purposes of fulfilling its obligations under this Deed or any Contract, contains provisions to ensure that the Subcontractor has the same awareness and obligations as the Contractor has under this clause 9.7, including the requirement in relation to Subcontracts.

9.7.4 The Contractor:

a. acknowledges that the Commonwealth conducted a review of the Privacy Act which resulted in the passing of the Privacy Amendment (Enhancing Privacy Protection) Act 2012 (Cth);

b. must comply (at no additional cost) with any amendments to the Privacy Act, including compliance with the Australian Privacy Principles (APPs) and any other relevant privacy principles when they come into effect; and

c. undertakes to accept the making of changes to this clause 9.7 which are required to reflect any such changes to the Privacy Act.

9.7.5 Without limiting clause 9.7.4, on and from 12 March 2014:

a. the Contractor is only required to comply with the then-current privacy principles and other requirements in the amended Privacy Act;


b. references in clause 9.7.1 will be taken to be changed as follows:

(i) ‘APC’ and ‘Approved Privacy Code’ will be read as references to a registered APP code; and

(ii) ‘IPPs’, ‘Information Privacy Principles’, ‘NPPs’ and ‘National Privacy Principles’ will be read as references to Australian Privacy Principles.

9.8 Building Code

9.8.1 If the Services or any part of the Services constitute building works (as defined in section 5 of the Fair Works (Building Industry) Act 2012), this clause 9.8 applies.

9.8.2 The Contractor shall comply with the Building Code in the performance of Services and the provision of Quotations to which the Building Code applies.

9.8.3 Compliance with the Building Code shall not relieve the Contractor from its other obligations under this Deed or a Contract.

9.8.4 If a change is proposed to this Deed or a Contract and that change would affect compliance with the Building Code, the Contractor shall submit a report to the Commonwealth specifying the extent to which the Contractor’s compliance with the Building Code will be affected.

9.8.5 The Contractor shall maintain adequate records of the compliance with the Building Code by:

a. the Contractor;

b. its Subcontractors; and

c. its related entities (refer Section 8 of the Building Code).

9.8.6 If the Contractor does not comply with the requirements of the Building Code in the performance of this Deed or a Contract such that a sanction is applied by the Minister for Employment and Workplace Relations, the Code Monitoring Group or the Commonwealth, without prejudice to any rights that would otherwise accrue, those parties shall be entitled to record that non-compliance and take it, or require it to be taken, into account in the evaluation of any future tenders that may be lodged by the Contractor or a related entity in respect of work funded by the Commonwealth or its agencies.

9.8.7 The Contractor shall provide, and ensure that its Subcontractors and its related entities provide, the Commonwealth or any person authorised by the Commonwealth (including a person occupying a position in the Fair Work Building Industry Inspectorate) with access to any construction sites or places, including privately funded construction sites or places, to which the Building Code applies to:

a. inspect any work, material, machinery, appliance, article or facility;

b. inspect and copy any record relevant to the Services the subject of a Contract; and

c. interview any person,

as is necessary to demonstrate compliance with the Building Code.

9.8.8 The Contractor shall produce, and shall ensure that its related entities produce, on request from the Commonwealth or any person authorised by the Commonwealth (including a person occupying a position in the fair Work Building Industry Inspectorate) any requested document related to compliance with the Building Code within the period and by the means specified in the request.

9.8.9 The Contractor acknowledges that it is aware the Commonwealth may impose a sanction on contractor that does not comply with the Building Code.

9.8.10 The Contractor shall if performing Services to which the Building Code applies:

a. ensure that its Subcontractors comply with the Building Code; and

b. ensure that all Subcontracts impose an obligation on the Subcontractor equivalent to the obligations in this clause 9.8.

9.9 Freedom of Information


9.9.1 The Contractor acknowledges that:

a. the Freedom of Information Act 1982 (Cth) (FOI Act) gives members of the public rights of access to official documents of the Commonwealth Government and its agencies; and

b. that Commonwealth is required to publish certain identifying details of this Deed and Contracts to the public via the internet.

9.10 Public Announcements

9.10.1 The Contractor shall not make any public announcement or other statement which refers or is connected to this Deed or any Contract, including on any matter related to the Services, without first consulting the Commonwealth Panel Manager and any relevant Commonwealth Contract Representative, except if prevented from doing so by any law or the rules of any stock exchange or similar body on which the Contractor is listed. This clause does not apply to routine marketing activities promoting a Contractor's product or to information that is public knowledge other than by breach of this clause.


10 DISPUTES AND TERMINATION10.1 Resolution of Disputes

10.1.1 This clause 10.1 does not apply to disputes relating to a Contract for Service Category F Services.

10.1.2 Unless the parties agree otherwise, a dispute arising under this Deed or a Contract for Service Category A to E Services shall be dealt with as follows:

a. the party claiming that there is a dispute will give notice to the other party setting out the nature of the dispute;

b. within 10 Working Days the parties will try to settle the dispute by direct negotiation as follows:

(i) if the dispute relates to a Contract, direct negotiation between the Commonwealth Contract Representative and the Contractor Contract Representative;

(ii) if the dispute relates to the Deed, direct negotiation between the Commonwealth Panel Manager and the Contractor Panel Representative;

c. failing settlement within a further 25 Working Days, the parties will refer the dispute to nominated representatives that are at least one level more senior than the parties’ representatives that tried to settle the dispute in accordance with clause 10.1.2b;

d. failing settlement within a further 25 Working Days, the parties shall refer the dispute to an independent third person with power to mediate and recommend some form of non-binding resolution (and each party shall participate fully in the mediation process, which shall occur in Canberra unless agreed otherwise); and

e. failing a resolution within a further 25 Working Days, either party may commence legal proceedings.

10.1.3 Each Party will bear its own costs of complying with direct negotiation and mediation pursuant to this clause 10.1.2, and the parties must bear equally the cost of any third person engaged under clause d.

10.1.4 This clause 10 does not apply to:

a. action by either party under or purportedly under a termination provision; or

b. either party commencing legal proceedings for urgent interlocutory relief.

10.1.5 The parties shall at all times during the dispute continue to fulfil their obligations under this Deed and any Contract.

10.2 Contractor Default

10.2.1 In addition to its other rights, the Commonwealth may immediately terminate this Deed or any Contract or reduce the scope of this Deed or any Contract by notice in writing to the Contractor, if the Contractor:

a. suffers a Contractor Material Change which in the sole opinion of the Commonwealth would affect the Contractor’s ability to comply with its obligations under this Deed;

b. becomes bankrupt or insolvent;

c. becomes subject to any form of administration or assigns its rights otherwise than in accordance with this Deed or any Contract;

d. commits any breach for which this Deed or any Contract provides a notice of termination for default may be given;

e. fails to take action to remedy a default by the Contractor of another obligation to be performed or observed under this Deed or any Contract within 14 days of being given notice in writing by the Commonwealth Panel Manager or the Commonwealth


Contract Representative, to do so or, if action is taken within 14 days, the Contractor fails to remedy the default within the period specified in the notice; or

f. breaches any of its obligations under clause 9a or 9.3; or

g. fails to obtain or maintain any Authorisation required to enable it to comply with its obligations under this Deed or any Contract, except to the extent that the failure was outside of the Contractor’s reasonable control.

10.2.2 If this Deed or any Contract is terminated under this clause or otherwise:

a. the Contractor shall deliver to the Commonwealth, as required by the Commonwealth, all documents in its possession, power or control or in the possession, power or control of its officers, employees, agents or Subcontractors and personnel, which contain or relate to any Commercial-in-Confidence Information or which are security classified;

b. subject to clause 10.5, the parties shall be relieved from future performance, in respect of this Deed or any Contract, without prejudice to any right of action that has accrued at the date of termination;

c. rights to recover damages, including full contractual damages, shall not be affected;

d. the Contractor shall deliver to the Commonwealth the TD for Services produced prior to the date of termination, within 30 days of receipt of the notice of termination, or other period agreed by the parties; and

e. the Contractor shall return to the Commonwealth all CMCA in its possession, power or control or in the possession, power or control of its officers, employees, agents or Subcontractors and personnel.

10.2.3 The Commonwealth may also terminate this Deed and any Contract by written notice if:

a. the Contractor has persistently failed to meet its obligations under this Deed, or any Contract; or

b. in the Commonwealth's reasonable opinion, even though any breaches may have been remedied on each occasion, the cumulative effect of these breaches is sufficient for the Commonwealth to conclude that the Contractor cannot be relied upon to provide the Services required by the Commonwealth and the relationship between the parties is no longer workable.

10.3 Termination or Reduction for Convenience

10.3.1 In addition to any other rights it has under this Deed or any Contract, the Commonwealth may at any time terminate this Deed or any Contract or reduce the scope of this Deed or any Contract by notifying the Contractor in writing.

10.3.2 If the Commonwealth Panel Manager or a Commonwealth Contract Representative issues a notice under this clause 10.3, the Contractor shall:

a. stop or reduce work in connection with any current Contracts in accordance with the notice;

b. comply with any directions given to the Contractor by the Commonwealth; and

c. mitigate all loss, costs (including the costs of its compliance with any directions) and expenses in connection with the termination or reduction, including those arising from affected Subcontracts.

10.3.3 If the Commonwealth Panel Manager or a Commonwealth Contract Representative issues a notice under this clause 10.3, the Commonwealth shall only be liable for:

a. payments under the payment conditions of the Contract for work conducted before the effective date of termination or reduction; and

b. any reasonable costs incurred by the Contractor that are directly attributable to the termination or reduction,

if the Contractor substantiates these amounts to the satisfaction of the Commonwealth.


10.3.4 The Contractor shall not be entitled to:

a. any profit anticipated on any part of the Contract terminated or reduced;

b. any lost opportunity as a result of the contractor entering into any Deed or Contract with the Commonwealth; or

c. for a Contract that has been terminated or reduced, an amount exceeding the Contract Price for that Contract.

10.3.5 The Contractor shall, in each Subcontract, secure the right of termination and reduction and provisions for compensation functionally equivalent to that of the Commonwealth under this clause 10.3.

10.4 Right of Commonwealth to Recover Money

10.4.1 Without limiting the Commonwealth’s other rights or remedies under this Deed or any Contract or at law, if the Contractor owes any debt to the Commonwealth in relation to this Deed or any Contract, the Commonwealth may at its discretion do one or both of the following:

a. deduct the amount of the debt from payment of any claim; or

b. provide the Contractor with written notice of the existence of a debt which shall be paid by the Contractor within 30 days of receipt of notice.

10.4.2 If any sum of money owed to the Commonwealth is not received by its due date for payment, the Contractor shall pay to the Commonwealth interest at the Reserve Bank of Australia cash rate target current at the date the payment was due for each day the payment is late.

10.4.3 Nothing in this clause 10.4 shall affect the right of the Commonwealth to recover from the Contractor part of or the whole of any debt owed by the Contractor, or any balance that remains owing after deduction.

10.5 Survivorship

10.5.1 Any provision of this Deed or any Contract which expressly or by implication from its nature is intended to survive the termination or expiration of this Deed or any Contract and any rights arising on termination or expiration shall survive, including provisions relating to Commercial-in-Confidence Information, Privacy, IP, the Right of Commonwealth to Recover Money, Defence Security and any warranties, guarantees, licences, indemnities or financial and performance securities given under this Deed or any Contract.


Schedule 1 Deed Particulars

Item Field Details

1 Parties Commonwealth:

Commonwealth of Australia represented by the Department of Defence ABN 68 706 814 312

Contractor:

COMPANY NAME

A.B.N./A.C.N.

REGISTERED OFFICE

2 Initial Expiry Date means 1 March 2017

3 Latest Expiry Date means 1 March 2021

4 Commonwealth Panel Manager Peter Ellis

5 Contractor Panel Representative

6 Minimum Public Liability Insurance $10,000,000

7 Minimum Professional Indemnity Insurance $5,000,000

8 Contractor Panel Appointment as at Deed Effective Date

9 February 2014

9 Contractor Service Category Appointments as at Deed Effective Date

10 Panel Email Address [email protected]
