Standing Offer Deed for Services...a Standing Offer Deed (on terms substantially similar to the...

[5296994: 4896409v1] T108-2 standard deed template ©Local Government Procurement Pty Ltd

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Standing Offer Deed for Services Local Government Procurement Pty Ltd ACN 117 201 046 and «Contract_Account» ACN «ACN_Contract_Account»

COPYRIGHT © Local Government Procurement Pty Ltd All rights are reserved. Apart from where a Customer under this Deed requires the information for the purposes of purchasing Deliverables under a Customer Contract, no part of this work may be reproduced or copied in any form or by any means, electronic or mechanical, including photocopying, without the written permission of the publisher. Published by Local Government Procurement Pty Ltd GPO Box 4742 SYDNEY NSW 2001 Australia


Table of Contents

1. DEFINITIONS ......................................................................................................... 4

2. SUPPLY UNDER A STANDING OFFER FOR THE TERM ...................................... 6

2.1 Standing Offer ............................................................................................. 6 2.2 Term ........................................................................................................... 7

3. DELIVERABLES AND PRICING ............................................................................ 7

3.1 Variation to Description of Deliverables ....................................................... 7 3.2 Acquisition of Additional Goods, Materials or Services ................................. 8 3.3 Prices for Deliverables ................................................................................. 9 3.4 Price Adjustment ......................................................................................... 9 3.5 Best Price .................................................................................................. 10 3.6 Maximum Ceiling Price .............................................................................. 10 3.7 Price Audit ................................................................................................. 10

4. SUBCONTRACTING ............................................................................................. 10

5. SPECIFIC OBLIGATIONS OF THE CONTRACTOR ............................................ 11

5.1 Contractor to fulfil all Orders ..................................................................... 11 5.2 Customer Contracts ................................................................................... 11 5.3 Conflict of Interest ..................................................................................... 11 5.4 Contractor to inform itself ......................................................................... 12 5.5 Obligation to supply Deliverables at Prices set out in Price Schedule ......... 12 5.6 Minimum insurance requirements .............................................................. 12 5.7 Evidence of Insurances.............................................................................. 13 5.8 Compliance with laws and standards ......................................................... 13 5.9 Canvassing ................................................................................................ 13 5.10 Non-collusion ............................................................................................. 13 5.11 General Indemnity ..................................................................................... 14

6. MANAGEMENT FEE .............................................................................................. 15

7. SECURITY/PERFORMANCE GUARANTEE ......................................................... 16

8. PERFORMANCE MONITORING .......................................................................... 16

8.1 Monitoring of performance ........................................................................ 16 8.2 Exchange of Contractor information .......................................................... 17 8.3 Confidentiality ........................................................................................... 17

9. TERMINATION ..................................................................................................... 17

9.1 Termination for cause ............................................................................... 17 9.2 Effect of Termination for cause by Principal .............................................. 18 9.3 Effect of Termination for Cause by Contractor ........................................... 18 9.4 Termination at Will .................................................................................... 18 9.5 Effect of Termination on Customer Contract and Rights and Obligations of

Parties ....................................................................................................... 19

10. DISPUTE RESOLUTION ....................................................................................... 19

10.1 Procedure for Resolving Dispute ................................................................ 19


10.2 Continuing Obligations .............................................................................. 19

11. NO ASSIGNMENT OR NOVATION ...................................................................... 19

12. NO LIABILITY ...................................................................................................... 19

12.1 No Liability ................................................................................................ 19

13. GENERAL .............................................................................................................. 20

13.1 Amendment ............................................................................................... 20 13.2 Entire Understanding ................................................................................. 20 13.3 Further Assurance ..................................................................................... 20 13.4 Legal Costs and Expenses ......................................................................... 20 13.5 GST ........................................................................................................... 20 13.6 Stamp Duty ............................................................................................... 20 13.7 Waiver and Exercise of Rights ................................................................... 21 13.8 Survival of Indemnities .............................................................................. 21 13.9 Enforcement of Indemnities ...................................................................... 21 13.10 No Merger ................................................................................................. 21 13.11 Governing Law and Jurisdiction ................................................................. 21

SCHEDULE A ...................................................................................................................... 23

Deed Details............................................................................................................ 23

SCHEDULE B ...................................................................................................................... 24

Price Schedule ......................................................................................................... 24

SCHEDULE C ...................................................................................................................... 25

Customers ............................................................................................................... 25

SCHEDULE D ...................................................................................................................... 26

Standard terms of Contract between a Customer and the Contractor ..................... 26

SCHEDULE E ....................................................................................................................... 33

Deliverables Specification ........................................................................................ 33


Standing Offer Deed

DATE / /2013

BETWEEN

LOCAL GOVERNMENT PROCUREMENT PTY LTD ACN 117 201 046 of Level 8, 28 Margaret Street, Sydney NSW in its capacity as agent of the Local Government Procurement Partnership

(Principal)

AND

«CONTRACT_ACCOUNT» ACN «ACN_Contract_Account» of «Registered_Office_Address_Name_Contract» «Registered_Office_Address_Street_1_Cont» «Registered_Office_Address_Street_2_Cont» «Registered_Office_Address_Street_3_Cont» «Registered_Office_Address_City_Contract» «Registered_Office_Address_State_Contrac» «Registered_Office_Address_Postcode_Cont»

(Contractor)

RECITALS

A. The Principal issued the Request for Tender for the supply of the Deliverables.

B. The Contractor submitted the Tender that was accepted by the Principal.

C. The Principal and the Contractor have agreed to enter into a Standing Offer arrangement for the supply of the Deliverables on the terms set out in this Deed.

THIS DEED WITNESSES

1. DEFINITIONS

In this Deed unless expressed or implied to the contrary:

Business Day means Monday to Friday excluding public holidays in New South Wales.

Confidential Information means in relation to a party, information that:

(a) is by its nature confidential;

(b) is designated by that party as confidential; or

(c) the other party knows or ought to know is confidential.

Customer means any council within the meaning of the Local Government Act 1993 or other entity listed in Schedule C as amended from time to time, and such


other councils, persons or entities which the Principal may from time to time, in its discretion, determine by notification to the Contractor, including the Principal acting in its own capacity.

Customer Contract means the contract that is made between the Contractor and a Customer when the Customer places an Order, on the terms set out in Schedule D unless varied by agreement between the parties in a manner permitted by this Deed.

Deed means this document, including any attachments and Schedules.

Deliverables means the goods and/or services to be supplied by the Contractor in accordance with this Deed and itemised in the Specification and the Price Schedule as amended from time to time in accordance with this Deed.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time).

GST has the same meaning given to that term in the GST Act.

Insolvent means in relation to a party means that it has:

(a) a petition presented against it (that is not discharged or withdrawn within 10 Business Days of its presentation), an order made, a resolution passed or a meeting summoned or convened to consider a resolution for its winding up;

(b) a receiver appointed over its assets or undertaking or any part of them;

(c) ceased to pay its debts or suspended payment generally or became insolvent or unable to pay its debts as and when they become due and payable;

(d) an official manager, trustee, voluntary administrator, liquidator or provisional liquidator appointed for all or any part of its assets or undertaking;

(e) entered into or resolved to enter into an arrangement, composition or compromise with or assignment for the benefit of its creditors generally or any class of creditors or proceedings are commenced to sanction such an arrangement, composition or compromise other than for the purposes of a bona fide scheme of solvent reconstruction or amalgamation.

Management Fee means the fee payable by the Contractor to the Principal in accordance with clause 6.

Month means a calendar month.

Order means a written request by a Customer to the Contractor for the supply of any or all of the Deliverables.

Price means the price payable for a Deliverable as set out in the Price Schedule and includes the price expressed as a lump sum or a rate per unit of quantity, or if applicable, means that price less any agreed discount or plus any agreed margin.


Price Schedule means the documents set out in Schedule B.

Request for Tender means the request for tender issued by the Principal and described in Item 1 of Schedule A.

Security means the security in the amount and form specified by the Principal in its discretion and set out in Schedule A.

Specification means the detailed description of the Deliverables as set out in Schedule E.

Standing Offer means a continuing offer by the Contractor to supply the Deliverables during the Term, on the Order of any Customer.

Supply has the same meaning given to that term in the GST Act.

Taxable Supply has the same meaning given to that term in the GST Act.

Tender means the Contractor's tender to the Principal in response to the Request for Tender, which tender has been accepted by the Principal.

Term means the period of this Deed specified in clause 2.2.1 subject to any extension in accordance with clause 2.2.2.

2. SUPPLY UNDER A STANDING OFFER FOR THE TERM

2.1 Standing Offer

2.1.1 The Contractor must supply the Deliverables to a Customer (which includes the Principal), on a non-exclusive basis, upon the terms of this Deed and the relevant Customer Contract, at any time during the Term, upon the receipt of an Order from that Customer.

2.1.2 The Contractor acknowledges and agrees that the obligation by the Contractor under clause 2.1.1 constitutes a Standing Offer which is capable of acceptance by any Customer at any time during the Term.

2.1.3 The Contractor acknowledges that this Deed does not:

2.1.3.1 imply that the Contractor is the exclusive provider of the Deliverables to a Customer; or

2.1.3.2 oblige a Customer to place an Order for the Deliverables with the Contractor.

2.1.4 The Contractor must make its pricing and terms under this Deed available to any pre-existing Customer of the Contractor. Upon the written request of the Customer, the Contractor will promptly terminate any pre-existing contractual arrangements between them and enable that Customer to access the Deliverables under the terms of this Deed. There will be no penalty, fees or costs imposed on the Customer for this transition. The change-over


date between the contracts will be the first day of the next calendar month unless otherwise stipulated by the Customer.

2.1.5 The Principal may appoint additional tenderers as suppliers under a Standing Offer Deed (on terms substantially similar to the terms of this Deed) for the remainder of the Term to supply the services which are the same or similar to the Deliverables, provided that each additional tenderer meets the same terms and conditions and is subject to the same evaluation criteria as set out in the Request for Tender (with the exception of the tender commencement date).

2.1.6 The Contractor must not object to any appointment in accordance with clause 2.1.5.

2.2 Term

2.2.1 Subject to clause 2.2.2, this Deed commences on the commencement date specified in Item 4 of Schedule A and expires on the expiry date specified in Item 4 of Schedule A, unless earlier terminated in accordance with this Deed.

2.2.2 The Principal may in its sole discretion extend this Deed for the period or periods specified in Item 4 of Schedule A.

3. DELIVERABLES AND PRICING

3.1 Variation to Description of Deliverables

3.1.1 The Contractor must notify the Principal in writing as soon as practicable of any proposed variation to the description of a Deliverable offered under this Deed.

3.1.2 A variation under clause 3.1.1 may include a variation to the description of the item number, name or Specification of the Deliverable, but excludes a variation:

3.1.2.1 to the Price of the Deliverable;

3.1.2.2 that modifies or upgrades the Deliverable; or

3.1.2.3 that introduces a new Deliverable to the Price Schedule.

3.1.3 The Principal will notify the Contractor of its acceptance or rejection of the proposed variation to the description of the Deliverable. If the proposed variation is accepted by the Principal, the Price Schedule and the Specification will be deemed to be amended to reflect, to the extent agreed by the Principal, the proposed variations, as from the date of notification of acceptance.


3.1.4 Subject to clauses 3.4, 3.5 and 3.6 the price of the Deliverable to be supplied under the Customer Contract shall be the Price for that Deliverable, less any applicable discount or plus any applicable margins.

3.1.5 Clause 3.1.4 does not prevent the Contractor from offering, or the Contractor and Customer from negotiating to reduce the Price or increase the discount for a particular Deliverable provided that the Price or discount is consistent with clause 3.5 of this Deed.

3.2 Acquisition of Additional Goods, Materials or Services

3.2.1 During the term of this Deed, the Contractor must:

3.2.1.1 notify the Principal in writing from time to time as soon as practicable of any proposed variations to the range of existing Deliverables offered under this Deed, or of any proposed new services that the Contractor commences producing or sourcing and wishes to offer under this Deed during the term that at the time of the relevant notice are not included in the Specifications; and

3.2.1.2 at the same time provide to the Principal the amended Price Schedule incorporating any changes under clause 3.2.1.1.

3.2.2 The Principal will notify the Contractor of its acceptance or rejection of the proposed variation to the range of the Deliverables. If the proposed variation is accepted by the Principal, the Price Schedule and the Specification will be deemed to be amended to reflect, to the extent agreed by the Principal, the proposed variations, as from the date of notification of acceptance.

3.2.3 Without limiting the operation of clause 3.2.1, the changes or additions may eventuate as a result of superseded or discontinued products, additional or complementary products, development and improvements, new technologies, revised or amended standards.

3.2.4 The Principal reserves the right, exercisable at its sole discretion to add any of the additional goods, materials or services as notified under clause 3.2.1 as the Deliverables under this Deed together with the amended Price Schedule as provided under clause 3.2.1.2 as applicable. If the proposed variation is accepted by the Principal, it will be taken to be incorporated in the Price Schedule as from the date of notification of acceptance.

3.2.5 Prior to exercise of the Principal‟s right under clause 3.2.2, the Principal will provide other contractors under the initial Request for Tender in relation to Deliverables with an option to supply the same, amended or new goods, materials or services.


3.3 Prices for Deliverables

3.3.1 Subject to clauses 3.4, 3.5 and 3.6, the price of the Deliverable to be supplied under the Customer Contract shall be the Price for that Deliverable, less any applicable discount or plus any applicable margin.

3.3.2 Clause 3.3.1 does not prevent the Contractor from offering, or the Contractor and Customer from negotiating to reduce the Price or margin or increase the discount for a particular Deliverable provided that the Price, margin or discount, is consistent with clause 3.5 of this Deed.

3.4 Price Adjustment

3.4.1 The Contractor:

3.4.1.1 must not vary the Price, margin or discount of a Deliverable during the first 12 month period of the Term;

3.4.1.2 may vary the Price, margin or discount of a Deliverable after the first 12 month period of the Term:

3.4.1.2.1 if the variation of the Price, margin or discount of a Deliverable was specifically set out in the Tender (and accepted by the Principal); or

3.4.1.2.2 otherwise in accordance with this clause 3.4.

3.4.2 After the first 12 month period of the Term, but no more than once during each twelve month period, the Contractor may apply in writing to the Principal to vary the Price, margin or discount of a Deliverable. Any such application must include written substantiation for the Price, margin or discount variation.

3.4.3 The Principal may approve or reject the proposed variation in Price, margin or discount for the Deliverable by written notification to the Contractor. The Principal is entitled to accept or reject a Price, margin or discount variation application in its absolute discretion. Where the Price, margin or discount variation is accepted by the Principal, the Price Schedule will be deemed to be amended to the extent agreed by the Principal, to include the varied Price, margin or discount and such variation will take effect from the date specified by the Principal.

3.4.4 Without limiting clause 3.4.3, the Principal reserves the right to delete a Deliverable from the Price Schedule or terminate this Deed if it considers a Price, margin or discount variation application to be unreasonable.


3.5 Best Price

3.5.1 The Contractor represents that the Price, margin or discount for a Deliverable will be no less favourable than the Price, margin or discount applicable to any other [Local Government[ purchasers of substantially similar goods and/or services or quantities of goods and/or services (the Similar Deliverables) of the Contractor.

3.5.2 The Contractor agrees that where it offers a more favourable Price, margin or discount to any other [Local Government] purchaser of Similar Deliverables, it will make the more favourable Price, margin or discount available to all Customers entitled to the benefit of this Deed. The Contractor agrees that a failure to comply with this clause will entitle the Principal to terminate this Deed in accordance with clause 9.1.

3.6 Maximum Ceiling Price

The Contractor acknowledges and agrees that:

3.6.1 the Price or margin for each Deliverable in the Price Schedule is a maximum ceiling price or margin which can not be exceeded without the Contractor applying for a Price or margin variation under clause 3.4 of this Deed.

3.6.2 The discount for each Deliverable in the Price Schedule is a minimum discount which can not be reduced without the Contractor applying for a discount variation under clause 3.4 of this Deed.

3.6.3 where it offers a temporary or periodic Price, margin or discount special that is lower than a Price or margin, or greater than a discount respectively, specified in the Price Schedule it will make available that lower Price or margin, or greater discount, to all Customers and will promptly, notify the Principal of such temporary or periodical Price, margin or discount special.

3.7 Price Audit

Where the Price incorporates a discount or margin, the Principal, upon giving the Contractor reasonable notice, has the right to inspect and audit the Contractor's cost and Price structure at any time throughout the Term.

4. SUBCONTRACTING

The Contractor may subcontract part or all of the performance of any of the Deliverables under a Customer Contract to a subcontractor approved in writing by the Principal from time to time or identified in Schedule A. The Contractor will continue to be bound by, and responsible for the performance of, the Customer Contract and will remain responsible for the acts and omissions of any sub-contractor as if such acts and omissions were those of the contractor itself, notwithstanding that part or all of it may have been subcontracted.


5. SPECIFIC OBLIGATIONS OF THE CONTRACTOR

5.1 Contractor to fulfil all Orders

5.1.1 The Contractor must fulfil all Orders which are accepted by it during the Term in accordance with this Deed (including the Specification and the Pricing Schedule) and the Customer Contract.

5.1.2 The Contractor acknowledges and agrees that a Customer may place an Order with the Contractor for any one type or item of the Deliverables either at one time or in instalments or in such quantity as may be required from time to time.

5.1.3 If the Contractor does not agree to any additional conditions specified by the Customer in an Order, the Contractor must promptly contact the Customer to negotiate in good faith the application of any additional conditions to the Order. The Contractor acknowledges that no additional condition may derogate from the provisions contained in this Deed, including the terms set out in Schedule D which will apply to each Customer Contract. To the extent that any additional condition derogates from the terms of this Deed including the terms set out in Schedule D, such additional condition will be void and will have no effect.

5.1.4 Notwithstanding clause 5.1.3, if the Principal requests, the Contractor must provide the Principal with a copy of each Order, in its final form, within 14 days after agreeing the form of the Order with the Customer.

5.2 Customer Contracts

5.2.1 The terms and conditions of the Customer Contract will be those terms set out in Schedule D to this Deed and the terms of the Order. The Contractor acknowledges that no amendments to the terms set out in the Schedule D of this Deed may be agreed between the Customer and Contractor without prior consent of the Principal.

5.3 Conflict of Interest

5.3.1 The Contractor warrants that, to the best of its knowledge, no conflict of interest of the Contractor, its employees, agents or subcontractors exists or is likely to arise in the performance of its obligations under this Deed.

5.3.2 The Contractor must:

5.3.2.1 notify in writing, and consult with, the Principal immediately upon becoming aware of the existence or possibility of a conflict of interest; and


5.3.2.2 comply with any direction given by the Principal in relation to those circumstances design to manage that conflict of interest.

5.3.3 For the purposes of this clause 5.3, "conflict of interest" includes engaging in any activity, or obtaining any interest, likely to conflict with the performance by the Contractor of, or to restrict the Contractor in performing, its obligations under the Deed.

5.3.4 The Principal may terminate the Deed in accordance with clause 9.1 if in its view a conflict of interest exists which prevents the proper performance of the Deed.

5.4 Contractor to inform itself

The Contractor will be deemed to have:

5.4.1 examined carefully and to have acquired actual knowledge of the contents of all of this Deed and any other information made available in writing by the Principal to the Contractor for the purposes of the Request for Tender and this Deed; and

5.4.2 satisfied itself as to the correctness and sufficiency of its response to the Request for Tender and that the prices in the Price Schedule cover the costs of complying with all of its obligations under the Deed and of all matters and things necessary for the proper performance and completion of the Deed.

5.5 Obligation to supply Deliverables at Prices set out in Price Schedule

The Contractor must supply the Deliverables at such Prices as specified in the Price Schedule, as may be varied in accordance with clause 3.4, except where otherwise agreed with the Principal in accordance with this Deed. The Prices, except as specifically provided, are inclusive of all the costs, expenses, levies, taxes, duties and other fees that the Contractor incurs in the supply of the Deliverables.

5.6 Minimum insurance requirements

The Contractor must hold and maintain the following broad form liability policies of insurance for the Term, or for such other period as may be specifically required by this Deed for the particular policy:

5.6.1 public liability insurance for at least the amount specified in Item 5(a) of Schedule A in respect of each claim; and

5.6.2 not used

5.6.3 workers compensation insurance in accordance with applicable legislation for the Contractor's employees;

5.6.4 not used; and


5.6.5 any other type of policy of insurance the Contractor would reasonably be expected to hold by a prudent operator of a similar business as that of the Contractor.

5.7 Evidence of Insurances

5.7.1 The Contractor must, at reasonable request by the Principal, produce to the Principal certified true copies of certificates of currencies, policies of insurance and receipts showing that all premiums in respect of the insurances referred to in clause 5.6 have been paid and such insurances are in place.

5.7.2 The Principal will organise access for the Contractor to the World Wide Web based contract compliance system “vendorpanel.com” which unless otherwise requested, will be used as the method for lodgement of the documents required in clause 5.7.1.

5.8 Compliance with laws and standards

The Contractor must in carrying out this Deed comply with:

5.8.1 all applicable statutory requirements; and

5.8.2 all applicable codes, policies, guidelines and Australian Standards including those notified in writing by the Principal to the Contractor.

5.9 Canvassing

The Principal may terminate the Deed in accordance with clause 9.1 if in its view the Contractor, to solicit support for this Standing Offer or otherwise seek to influence an outcome of this Standing Offer, or a Customer Contract:

5.9.1 offers any inducement, fee or reward to any director or employee of the Principal, any member or office of a Customer or any person acting as an advisor for the Principal; or

5.9.2 canvasses any of the persons referred to in paragraph 5.9.1; or

5.9.3 contacts any director or employee of the Principal about the Standing Offer or any process relating thereto, except as authorised or contemplated by this Standing Offer including (but without limitation) for the purposes of discussing the possible transfer to the employment of the Contractor of such director or employee.

5.10 Non-collusion

The Principal may terminate the Deed in accordance with clause 9.1 if in its view the Contractor:


5.10.1 seeks to vary a Price under this Deed in accordance with an agreement or arrangement with any other contractor which is a party to a similar standing offer arrangement with the Principal; or

5.10.2 enters into any agreement or arrangement with any other contractor that it shall refrain from entering a Customer Contract unless certain additional conditions apply; or

5.10.3 causes or induces any person to enter such agreement as is mentioned in either paragraph 5.10.1 or 5.10.2 above; or

5.10.4 canvasses any of the persons referred to in paragraph 5.10.1 or 5.10.2 above in connection with this Deed or the outcome of this Standing Offer, or a Customer Contract; or

5.10.5 offers or agrees to pay or give or does pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other similar standing offer or proposed similar standing offer any act or omission; or

5.10.6 communicates to any person other than the Principal the amount of any Price variation (except where such disclosure made in confidence in order to obtain quotations necessary for the preparation of the documents substantiating the price variation).

5.11 General Indemnity

5.11.1 The Contractor is liable for and indemnifies and must keep indemnified, the Principal and its officers, employees and agents against any claim, loss or expense (including a claim, loss or expense arising out of personal injury, death or damage to property) which any of them suffers, incurs or is liable for (including reasonable legal costs on a solicitor and client basis) (together the Loss) as a result of:

5.11.1.1 The defective or negligent supply or non-supply of any Deliverables;

5.11.1.2 any unlawful, negligent, reckless or deliberately wrongful act or omission of the Contractor (or its employees, agents or subcontractors or their employees) in the performance of this Deed; or

5.11.1.3 any breach by the Contractor of this Deed.

5.11.2 The Contractor's liability in respect of the indemnity given under this 5.11 shall be reduced proportionately to the extent that any unlawful, negligent, reckless or deliberately wrongful act or omission of the Principal, its officers, employees or agents caused or contributed to the Loss.


5.11.3 Despite clause 5.11.1 and 5.11.2, neither the Contractor nor the Principal is liable for any special, indirect, incidental or consequential damage arising out of or in connection with this Deed.

6. MANAGEMENT FEE

6.1 The Contractor must pay to the Principal a Management Fee in accordance with this clause.

6.2 The Management Fee is calculated at the end of each Month during the Term, by multiplying:

6.2.1 the total (GST-exclusive) amount invoiced in the relevant Month to all Customers in relation to the supply of the Deliverables during that Month (based on the Prices in the Pricing Schedule); and

6.2.2 the percentage shown in Item 6 of Schedule A

6.3 The amount of the Management Fee will not under any circumstances be shown as a separate charge in any quote or invoice to a Customer.

6.4 The Contractor agrees that the Principal may treat all purchases of Deliverables by Customers as Orders under this Deed, whether or not a LGP Contract Number is quoted, unless the Contractor can provide evidence, to the satisfaction of the Principal, that the purchase was made under some other contract between the Customer and the Contractor.

6.5 The Contractor agrees that the Management Fee payable has been allowed for in the Prices specified in the Price Schedule together with all costs associated with the calculation and proving payment of the Management Fee.

6.6 Within 14 days after the end of each month, the Contractor shall provide to the Principal a Report (the Sales Report) which reports the:

6.6.1 total amount, exclusive of GST, which all Customers are liable to pay in respect of all items invoiced by the Contractor during that month in respect of the Deed; and

6.6.2 the sales information as set out in Item 7 of Schedule A ("the sales information"), or as the Principal requests in writing from time to time.

6.7 Following receipt of a Sales Report, the Principal shall compile a tax invoice based on the Sales Report and forward that invoice to the Contractor. The Contractor shall then forward payment to the Principal within 14 days after the date of the invoice.

6.8 If requested in writing by the Principal, the Contractor must within 30 days after the end of the Contractor's financial year, provide to the Principal a certificate prepared by an independent auditor confirming the accuracy of all sales information provided by the Contractor as to Deliverables sold or provided and the Management Fee paid or payable.


6.9 The Principal may at its own cost, take such measures as it considers reasonable in the circumstances (including the appointment of an auditor) to verify the amount of the Management Fee due to the Principal by the Contractor.

6.10 If the measures taken in clause 6.8 and 6.9 verify that the Contractor has not paid the Management Fee that is actually due to the Principal, the Contractor must:

6.10.1 remit the difference between the Management Fee paid to the Principal and the Management Fee actually due to the Principal within 30 days of a direction from the Principal; and

6.10.2 at the discretion of the Principal, reimburse the Principal's costs and expenses of the measures taken (including any auditor's fees) under clause 6.9 to the Principal.

6.11 The Contractor shall during the Term of this Deed and for a 12 month period after the Deed has expired or is terminated, keep secure all relevant documents and information for the purposes of this clause and give any auditor appointed by the Principal access to those documents and information at all reasonable times.

6.12 In the event that a Contractor agrees to, or supplies the Deliverables to a Customer during the Term, the Contractor is obliged to pay a Management Fee for those Deliverables and any further deliverables supplied to that Customer during the Term, on the terms of this Deed, unless LGP determines, acting reasonably, that the Deliverables to be provided by the Contractor to a Customer should not be on the terms of this Deed.

7. SECURITY/PERFORMANCE GUARANTEE

7.1 The Contractor shall on or before the date of this Deed provide to the Principal the Security.

7.2 The purpose of the Security is to secure the due and proper performance by the Contractor of its obligations under this Deed.

7.3 If the Contractor fails to perform (or to properly perform) any of its obligations under this Deed, the Principal may have recourse to the Security, or part of the Security on demand.

8. PERFORMANCE MONITORING

8.1 Monitoring of performance

The Contractor must meet with the Principal from time to time, as reasonably directed by the Principal, to evaluate and monitor performance of this Deed (including Customer Contracts) by the Contractor on the basis of the criteria specified by the Principal or otherwise agreed by the parties.


8.2 Exchange of Contractor information

The Contractor authorises the Principal and its employees and agents to make available to Customers information concerning the Contractor, including any information provided by the Contractor to the Principal and any information relating to the Contractor's performance under the Deed, or the Contractor's financial position.

8.3 Confidentiality

8.3.1 Subject to clause 8.3.2, neither Party is to disclose any Confidential Information in connection with this Deed to any person other than the other Party without first obtaining the written consent of the other party.

8.3.2 Either Party may disclose the Confidential Information to its officers, employees and agents or a Customer where the disclosure is essential to carrying out their duties for the purposes of this Deed.

8.3.3 Each Party must ensure that the Confidential Information is used solely in connection with, or for the purposes of, the provision of Deliverables.

8.3.4 This clause does not affect either Party‟s obligation to disclose any Confidential Information that is required to be disclosed by law.

9. TERMINATION

9.1 Termination for cause

9.1.1 Without prejudice to its rights at common law, a party (the Innocent Party) may immediately terminate this Deed, by written notice to the other party (the Defaulting Party) (a Notice of Termination for Cause):

9.1.1.1 where the Defaulting Party makes any statement, fact, information, representation or provides material which is false, untrue, or incorrect in a way which adversely affects the Deed;

9.1.1.2 where proceedings or investigations are commenced or threatened by the Independent Commission Against Corruption or similar public body against the Defaulting Party including for corrupt conduct or for collusive pricing;

9.1.1.3 where the Defaulting Party commits a substantial breach of the Deed that is not capable of remedy;

9.1.1.4 where the Defaulting Party commits a substantial breach of the Deed in a manner that is capable of remedy and does not remedy the breach within 7 days


of receiving a notice from the Innocent Party requiring it to do so (Notice of Breach), or such further time, having regard to the nature of the breach and a reasonable time to remedy it, as the Innocent Party may reasonably allow; or

9.1.1.5 if the Defaulting Party becomes Insolvent.

9.2 Effect of Termination for cause by Principal

9.2.1 If the Principal terminates this Deed under clause 9.1.1 the Principal may:

9.2.1.1 contract with any other person to complete the provision of the Deliverables including but not limited to any Order remaining to be filled; and

9.2.1.2 deduct reasonable loss or damages arising from or in connection with the termination, including any loss or damages incurred by a Customer under any Customer Contract (which may be ascertained and certified by the Principal), from any money due, or which may become due to the Contractor (whether under this Deed or any Customer Contract) and/or from the Security (if any); and

9.2.1.3 recover from the Contractor in an appropriate court the balance of any monies remaining unpaid as a debt due and payable by the Contractor to the Principal.

9.2.1.4 The Principal's termination under this clause will not affect any Customer Contract unless the context requires it.

9.3 Effect of Termination for Cause by Contractor

9.3.1 If the Contractor terminates this Deed under clause 9.1.1 the Contractor must complete the provision of the Deliverables including but not limited to any Order remaining to be filled.

9.3.2 The Contractor's termination under this clause will not automatically affect any Customer Contract unless the context requires it.

9.3.3 Subject to completion of outstanding Deliverables pursuant to clause 9.3.1 the Contractor‟s termination under this clause automatically terminates all Customer Contracts.

9.4 Termination at Will

9.4.1 The Principal may, upon giving the Contractor not less than one Month's prior written notice, terminate this Deed. At the end of the notice period, this Deed will be at end.


9.5 Effect of Termination on Customer Contract and Rights and Obligations of Parties

9.5.1 Termination of this Deed under clause 9.1 by either party will not affect any Customer Contract unless the Customer requires for the relevant Customer Contract to be terminated.

9.5.2 Termination of the Deed under clause 9 will not affect the rights and obligations of the parties that have accrued up to the date of termination.

10. DISPUTE RESOLUTION

10.1 Procedure for Resolving Dispute

Any dispute must be resolved as follows:

10.1.1 each party must submit the dispute to one of its senior officers who has not previously been involved in the dispute (“Negotiators”) within 3 days of the dispute arising.

10.1.2 the Negotiators must meet as soon as practicable to resolve the dispute; and

10.1.3 if the Negotiators cannot resolve the dispute within 14 days of its reference to them, the Negotiators must submit the dispute to mediation in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Mediation and Conciliation Rules.

10.2 Continuing Obligations

Notwithstanding the existence of a dispute each party must continue to perform its obligations under each Customer Contract.

11. NO ASSIGNMENT OR NOVATION

The Contractor must not assign or novate this Deed without first obtaining the prior written consent of the Principal.

12. NO LIABILITY

12.1 No Liability

12.1.1 Subject to clause 12.1.2, the Contractor acknowledges and agrees that subject to clause 5.11.2, the Principal is not be liable to the Contractor for any loss, cost, expense or damage (including by way of a claim under contract, tort (including negligence) statute or otherwise) arising out of or in connection with this Deed except when the Principal is acting in its own capacity as a Customer.

12.1.2 To the extent any liability of the Principal cannot be excluded by law, and to the maximum extent permitted by law, the Principal's liability under this Deed shall be limited to $100.00.


13. GENERAL

13.1 Amendment

This Deed may only be varied or replaced by a document duly executed by the parties.

13.2 Entire Understanding

This Deed contains the entire understanding between the parties as to the subject matter contained in it. All previous deeds, representations, warranties, explanations and commitments, expressed or implied, affecting this subject matter are superseded by this Deed and have no effect.

13.3 Further Assurance

Each party must promptly execute and deliver all documents and take all other action necessary or desirable to effect, perfect or complete the transactions contemplated by this Deed.

13.4 Legal Costs and Expenses

Each party must pay its own legal costs and expenses in relation to the negotiation, preparation and execution of this Deed and other documents referred to in it, unless expressly stated otherwise.

13.5 GST

13.5.1 In this clause words that are defined in the GST Act have the same meaning as their definition in the GST Act.

13.5.2 Except as otherwise provided by this clause, all consideration payable under this Deed in relation to any supply is exclusive of GST.

13.5.3 If GST is payable in respect of any supply made by a supplier under this Deed, subject to clause 13.5.4 the recipient will pay to the supplier an amount equal to the GST payable on the supply at the same time and in the same manner as the consideration for the supply is to be provided under this Deed.

13.5.4 The supplier must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST payable under clause 13.5.3.

13.6 Stamp Duty

The Contractor must pay all stamp duty (including all fines and penalties except those arising from the default of another party) on this Deed and any document executed under it.


13.7 Waiver and Exercise of Rights

13.7.1 A single or partial exercise or waiver of a right relating to this Deed does not prevent any other exercise of that right or the exercise of any other right.

13.7.2 No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

13.8 Survival of Indemnities

Each indemnity in this Deed is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Deed.

13.9 Enforcement of Indemnities

It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Deed.

13.10 No Merger

The warranties, undertakings, deeds and continuing obligations in this Deed do not merge on completion.

13.11 Governing Law and Jurisdiction

This Deed is governed by and is to be construed in accordance with the laws of New South Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and waives any right to object to proceedings being brought in those courts.


EXECUTED by the parties as a deed

EXECUTED by «CONTRACT_ACCOUNT» ACN «ACN_Contract_Account» by being signed by

those persons who are authorised to sign for the company:

Signature of Director(1) Signature of Director(2) (or Company Secretary)

Full Name of Director(1) Full Name of Director(2) (or Company Secretary)

Usual Address of Director(1) Usual Address of Director(2) (or Company Secretary)

Date Date

LGP OFFICE USE ONLY

EXECUTED by LOCAL GOVERNMENT PROCUREMENT PTY LTD ACN 117 201 046 by being signed by those persons who are authorised to sign for the company:

Signature of Director(1)

Signature of Director(2) (or Company Secretary)

Full Name of Director(1)

Full Name of Director(2) (or Company Secretary)

Usual Address of Director(1) Usual Address of Director(2) (or Company Secretary)

Date Date


Schedule A

Deed Details

Item 1 Request for Tender for Contract No T1.08-2 issued on 30 October 2012

Item 2 Contractors Name: «Contract_Account»

Item 3 Approved Subcontractors (if any) «Are_there_Subcontractors» «Subcontractors»

Item 4 Term: Three (3) years Commencement Date: 15 March 2013 Expiry Date: 14 March 2016 Period of extended term: Two (2) terms each of twelve (12) months Commencement Date: 15 March 2016 Latest expiry Date: 15 March 2018

Item 5 Broad Form Liability Insurance Policy Amount (a) Public Liability Insurance Limit of Indemnity: AUS$10,000,000 (b) Product Liability Insurance Limit of Indemnify: N/A (c) Professional Indemnity Insurance Limit of Indemnity: N/A (Insert any amounts for other type of insurance requirements)

Item 6 Management Fee Rate: N/A (paid by Microsoft)

Item 7 Sales Information Per Specification clause 8.12 Reporting

Item 8 Security: Not Required / Required


Schedule B

Price Schedule


Schedule C

Customers

Any Aboriginal Land Council within the meaning of the Aboriginal Land Rights Act 1983 (NSW);

any Voluntary Regional Organisation of Councils as referred to in the Local Government Act 1993 (NSW);

the Local Government Association of New South Wales; the Shires Association of New South Wales; the Principal acting in its own capacity.

This contract will also be available to the following bodies where permitted by their procurement policies or guidelines:


Schedule D

Standard terms of Contract between a Customer and the Contractor

STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF SERVICES

1. Formation of Customer Contract

The contract between the Customer and the Contractor comprises these terms and conditions and the Order (together the Customer Contract). To the extent of any inconsistency, these terms and conditions take precedence.

2. Entire Agreement

The Customer Contract constitutes the only terms that apply to a Customer‟s purchase of Deliverables.

A Customer will not be bound by any other terms of the Contractor, even if a Customer has signed an invoice or similar document which incorporates additional terms.

3. Meaning of Words

Any defined terms used in this Customer Contract have the meaning provided in the deed entitled Standing Offer Deed entered into between the Contractor and Local Government Procurement Pty Ltd ACN 117 201 046 (Deed).

4. Incorporation of Schedules

(a) The Customer and the Contractor agree that Schedule B (Price Schedule) and Schedule E (Deliverables Specification) of the Deed, as amended from time to time in accordance with the provisions of the Deed, are incorporated by reference into this Customer Contract as if they are set out in this Customer Contract.

(b) The Contractor must notify the Customer of any amendments that may be made from time to time to Schedule B and Schedule E of the Deed.

5. Supply of Deliverables

The Contractor must supply the Deliverables to a Customer according to the Specifications, in a professional manner, exercising due skill, care, diligence and expertise, and at the time, specified in the Order.

6. Conflict of Interest

The Contractor warrants that, to the best of its knowledge, no conflict of interest of the Contractor, its employees, agents or subcontractors exists or is likely to arise in the performance of its obligations under this Customer Contract.

The Contractor must:

(a) notify in writing, and consult with, the Customer immediately upon becoming aware of the existence or possibility of a conflict of interest; and

(b) comply with any direction given by the Customer in relation to those circumstances design to manage that conflict of interest.

For the purposes of this clause, "conflict of interest" includes engaging in any activity, or obtaining any interest, likely to conflict with the performance by the Contractor of, or to restrict the Contractor in performing, its obligations under the Customer Contract.


The Customer may terminate the Customer Contract if in its view a conflict of interest exists which prevents the proper performance of the Customer Contract.

7. Warranties

The Contractor warrants to a Customer that:

(a) the Deliverables will be provided by the Contractor with due care and skill and will be free of defects in materials and workmanship;

(b) the Deliverables will be provided with a warranty on any materials, parts or labour of a minimum 12 months;

(c) to the extent specified in the Order, an attachment or other formal communication, the Contractor is aware of the requirements of a Customer, concerning the nature and quality of the Deliverables, the purpose for which the Deliverables are required or the result that a Customer desires the Deliverables to achieve, and that a Customer is relying upon the Contractor‟s skill and judgement in provision of the Deliverables, and

(d) the implied conditions and warranties set out in the Australian Competition and Consumer Act 2010 (Cth) or equivalent legislation are incorporated into this Customer Contract as if a Customer were a consumer under that Act or equivalent legislation.

8. Indemnities

The Contractor is liable for and indemnifies and must keep indemnified, the Customer and its officers, employees and agents against any claim, loss or expense (including a claim, loss or expense arising out of personal injury, death or damage to property) which any of them suffers, incurs or is liable for (including reasonable legal costs on a solicitor and client basis) (together the Loss) as a result of:

(a) the defective or negligent supply or non-supply of any Deliverables;

(b) any unlawful, negligent, reckless, or deliberately wrongful act or omission of the Contractor (or its employees, agents or subcontractors or their employees) in the performance of this Deed; or

(c) any breach by the Contractor of the Customer Contract.

The Contractor's liability in respect of the indemnity given under this clause shall be reduced proportionately to the extent that any breach of the Customer Contract by the Customer, its officers, employees or agents caused or contributed to the Loss.

Despite clause 8(a) and 8(b), neither the Contractor nor the Customer is liable for any special, indirect, incidental or consequential damage arising out of or in connection with the Customer Contract.

9. Relationship

The Contractor acts as a principal and not as an agent of a Customer in all its dealings with third parties and will be solely responsible for carrying out all its duties under this Customer Contract, except where and to the extent that it has obtained the prior written consent of the Customer.

10. Intellectual Property Rights


In consideration of the payment by a Customer to the Contractor:

(a) the Contractor will retain the intellectual property rights in the existing intellectual property developed by the Contractor before, but used l in any reports, proposals, processes and other materials conceived, created or generated by Contractor under this Customer Contract;

(b) the Contractor will grant the Customer at no cost a licence to use the intellectual property noted on clause 10(a) for any purposes for which the services under the Customer Contract are provided including subsequent repairs, maintenance or servicing, the supply of replacement parts, additions or alternatives. The licence shall become irrevocable upon the payment by the Customer of all fees due to the Contractor under the Customer Contract;

(c) the Contractor will transfer to the Customer at no cost, the intellectual property rights to all intellectual property developed specifically in the process of providing the services by the Contractor under this Customer Contract. If the Contractor wishes to use that intellectual property in any future services by the Contractor, then the Contractor shall seek the Customer‟s permission, which will not unreasonably be withheld; and

(d) where intellectual property noted in clause 10(d) is developed by a third party, the Contractor must use its best endeavours to transfer to the Customer such intellectual property at no cost. If the Contractor or the third party wishes to use that intellectual property in any future services by the Contractor or the third party, then the relevant party shall seek the Customer‟s permission, which will not unreasonably be withheld.

11. Ownership of Property

Any title to property that was purchased or developed by Contractor for the purpose of this Customer Contract vests in the Customer absolutely upon delivery to Customer.

The Contractor must not use such property or material in any media without the prior written consent of the Customer.

12. Variation of Order

A Customer is entitled to cancel an Order at any time before the Deliverables are delivered. If this occurs, the Contractor must take all necessary steps to mitigate any losses which it may suffer as a result of the cancellation.

Note: This provision does not apply if a Customer cancels this Customer Contract because of the Contractor‟s default. Please read „Cancellation of Contract‟ below.

A Customer is entitled to vary the quantity or the scope of Deliverables under an Order. The Contractor must not vary the item price or hourly rates of the Deliverables if the variation of quantity is 10% or less from the original Order.

13. Price

All Deliverables are to be supplied at the Prices as specified in the Price Schedule (which may be amended in accordance with the Deed from time to time). All Prices stated in the Order are firm and are not subject to any escalation.

14. Rejection of Deliverables

A Customer may reject any of the Deliverables which do not comply in all respects with this Customer Contract. The Contractor will be given reasonable opportunity to rectify the rejected Deliverables.


Where reasonable opportunity has been provided to rectify the Deliverables, but they remain in an unacceptable condition, the Customer may reject an entire order of Deliverables even if only a portion of those Deliverables do not comply in all respects with this Customer Contract.

A Customer is not required to make payment for any rejected Deliverables until rectified. The Contractor must pay a Customer for all reasonable direct costs incurred by a Customer in relation to the rejected Deliverables.

15. Payments

If the Contractor complies with its obligations under this Customer Contract, a Customer must make the payments duly invoiced to a Customer by a Contractor in relation to the provision of the Deliverables at Prices in accordance with the Price Schedule

Unless otherwise agreed in writing, a Customer must make such payment by the end of the month following the month of invoice.

16. Cancellation of Contract

16.1 A Customer may cancel this Customer Contract:

(a) if the Contractor does not comply with a material term of this Customer Contract and, the breach is not remedial, or

(b) if the Contractor does not comply with a material term of this Customer Contract and, where the breach is remedial, does not remedy it within 30 days of receiving notice to do so from the Customer or

(c) if the Contractor becomes Insolvent; or

(d) at convenience, provided the Customer agrees to pay all outstanding money for work satisfactorily completed as well as the Contractor‟s direct costs and other reasonable costs associated with the Customer not fulfilling its contractual promise.

16.2 On cancellation under paragraphs 16.1(b) and 16.1(c), a Customer:

(a) is not required to make any payment to the Contractor other than for services that comply with the Customer Contract,

(b) may recover from the Contractor all directs costs incurred by a Customer in obtaining other services, in replacement of the Contractor to complete the delivery of the Deliverables, and

(c) may recover from the Contractor, any other direct losses incurred by a Customer as a result of the Contractor‟s breach of the Customer Contract or the Deed.

17. Sub-Contracting and Assignment

The Contractor may subcontract part or all of the performance of any of the Deliverables under a Customer Contract to a subcontractor approved in writing by the Principal from time to time or identified in Schedule A of the Deed. The Contractor will continue to be bound by, and responsible for the performance of, the Customer Contract and will remain responsible for the acts and omissions of any sub-contractor as if such acts and omissions were these of the Contractor itself, notwithstanding that part or all of it may have been subcontracted.


The Contractor must not, without a Customer‟s prior written permission, sub-contract or assign any part of its rights and obligations under this Customer Contract. A Customer is not required to make any payment to any sub-contractor or assignee of the Contractor.

18. Confidentiality

The Parties must not disclose to any person, any Confidential Information concerning this Customer Contract and the Order, and any other information acquired by one Party in its dealings with the other Party , unless where:

(a) such information is in the public domain, other than through disclosure by the Contractor, or

(b) such disclosure is required by law.

Both Parties acknowledge that all information provided by either Party to the other Party under this Customer Contract remain the property of the providing Party.

19. Statutory Requirements

The Contractor must obey, and must ensure that its employees, sub-contractors and agents obey, all laws, regulations and any codes of conduct which apply to the Contractor‟s performance of this Customer Contract. This includes, without limitation, laws relating to occupational health and safety.

20. Dispute Resolution

20.1 Disputes in relation to this Customer Contract must be resolved in accordance with this clause 20.

20.2 Either party may, in a case of genuine urgency, seek immediate interlocutory relief or an interim remedy.

20.3 Other than in respect of clause 20.2, any dispute must be resolved as follows:

(a) each party must submit the dispute to one of its senior officers who has not previously been involved in the dispute (“Negotiators”) within 3 days of the dispute arising;

(b) the Negotiators must meet as soon as practicable to resolve the dispute;

(c) if the Negotiators cannot resolve the dispute within 14 days of its reference to them, each Negotiator must prepare a written summary of his or her attempts to resolve the dispute and immediately refer that summary to the Principal, addressed to the General Manager, Local Government Procurement; and

(d) if the Principal cannot resolve the dispute within 14 days of its reference to it, the Negotiators must submit the dispute to mediation in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Mediation and Conciliation Rules.

20.4 Notwithstanding the existence of a dispute each party must continue to perform its obligations under this Deed.

21. General

21.1 Amendment


This Customer Contract may only be varied or replaced by a document duly executed by the parties.

21.2 Further Assurance

Each party must promptly execute and deliver all documents and take all other action necessary or desirable to effect, perfect or complete the transactions contemplated by the Customer Contract.

21.3 GST

21.3.1 In this clause words that are defined in the GST Act have the same meaning as their definition in the GST Act.

21.3.2 Except as otherwise provided by this clause, all consideration payable under this Deed in relation to any supply is exclusive of GST.

21.3.3 If GST is payable in respect of any supply made by a supplier under a Customer Contract, subject to clause 20.4.4 the recipient will pay to the supplier an amount equal to the GST payable on the supply at the same time and in the same manner as the consideration for the supply is to be provided under the Customer Contract.

21.3.4 The supplier must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST payable under clause 20.4.3.

21.4 Waiver and Exercise of Rights

21.4.1 A single or partial exercise or waiver of a right relating to the Customer Contract does not prevent any other exercise of that right or the exercise of any other right.

21.4.2 No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

21.5 Survival of Indemnities

Each indemnity in the Customer Contract is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Deed.

21.6 Enforcement of Indemnities

It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Deed.

21.7 No Merger

The warranties, undertakings, deeds and continuing obligations in this Customer Contract do not merge on completion.


21.8 Governing Law and Jurisdiction

The Customer Contact is governed by and is to be construed in accordance with the laws of New South Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and waives any right to object to proceedings being brought in those courts.


Schedule E

Deliverables Specification

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