1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12

1.1

In this Agreement, unless the contrary intention appears:

'Agreement' means this document and includes the Schedule and any Attachments or Annexures

'Agreement Period' means the period described in clause 2.1

'Aim of the Project' means the Project's objectives and outcomes described in Item A

'Approved Auditor' means a person who is:
  1. registered as a company auditor under the Corporations Act 2001 or an appropriately qualified member of the Institute of Chartered Accountants in Australia, or of CPA Australia or the National Institute of Accountants and
  2. not a principal, member, shareholder, office holder or employee of the Participant
'Asset' means:
  1. items identified in Item I or
  2. an item of tangible property purchased or leased either wholly or in part with the use of the Funds, with a value at the time of acquisition of $5,000 or more, inclusive of GST
but does not include Project MaterialTop of page

'Auditor-General' means the office established under the Auditor-General Act 1997 and includes any other person that may, from time to time, perform the functions of that office

'Australian Accounting Standard' means the standards of that name maintained by the Australian Accounting Standards Board created by section 226 of the Australian Securities and Investments Commission Act 2001

'Australian Auditing Standard' refers to the standards made by the Auditing and Assurance Standards Board created by section 227A of the Australian Securities and Investments Commission Act 2001 (Cth);

'Budget' means the budget as specified in Item B for expenditure of the Funds and such Other Contributions as have been identified as at the Date of this Agreement, for the purposes of conducting the Project or performing obligations under this Agreement

'Business Day' means, in relation to the doing of any action in a place, any day other than a Saturday, Sunday, or public holiday in that place

'Committed' at a particular date means Funds that the Participant is contractually obliged to pay to a third party in respect of any part of the activities making up the Project or the Final Report and that can be identified in a written contractual arrangement with that third party

'Commonwealth' means the Commonwealth of Australia as represented by any department or agency of the Commonwealth which is from time to time responsible for the administration of this Agreement

'Commonwealth Material' means any Material:
  1. provided by the Commonwealth to the Participant for the purposes of this Agreement
  2. copied or derived at any time from the Material referred to in paragraph (a)
'Completion Date' means the date that is 60 Business Days after the Commonwealth has received the Final Report and all deliverables required under this Agreement;
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'Confidential Information' means information that:
  1. is by its nature confidential
  2. is designated by the Commonwealth as being confidential or
  3. the Participant knows or ought to know is confidential
but does not include information that:
  1. is or becomes public knowledge, other than by breach of this Agreement or by any other unlawful means
  2. is in the possession of the Participant without restriction in relation to disclosure before the date of receipt from the Commonwealth or
  3. has been independently developed or acquired by the Participant
'Conflict' means any conflict of interest, any risk of a conflict of interest and any apparent conflict of interest arising through the Participant (or the Participant Personnel) engaging in any activity or obtaining any interest that is likely to conflict with or restrict the Participant in performing the Project fairly and independently

'Date of this Agreement' means the date on which this Agreement is signed by the last Party to do so

'Depreciated' means the amount representing the same reduced value of an Asset as calculated for income tax purposes under, and in accordance with, the Income Tax Assessment Act 1997

'End of Financial Year Report' means the Report to be provided to the Commonwealth in accordance with clause 11.5

'Existing Material' means all Material in existence prior to the commencement of this Agreement that is:
  1. incorporated in
  2. supplied with, or as part of or
  3. required to be supplied with, or as part of
the Project Material and includes Material identified as Existing Material in Item F but excludes Commonwealth Material
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'Final Report' means the Report to be provided to the Commonwealth in accordance with clause 11.4

'Freedom of Information Commissioner' means any of the information officers appointed under the Australian Information Commissioner Act 2010 (Cth) when performing the 'freedom of information functions' as defined in that Act;

'Funds' means the amount or part thereof payable by the Commonwealth as specified in Item E

'Government Agency' means:
  1. a body corporate or an unincorporated body established or constituted for a public purpose by Commonwealth legislation, or an instrument made under that legislation
  2. a body established by the Governor-General or by a Minister of State of the Commonwealth, including departments or
  3. an incorporated company over which the Commonwealth exercises control
'Guidelines' means the guidelines for the Program, if any, as described in Item L

'Information Commissioner' means any of the information officers appointed under the Australian Information Commissioner Act 2010 (Cth) when performing the 'information commissioner functions' as defined in that Act;

'Information Privacy Principle' has the same meaning as in the Privacy Act 1988 (Cth);

'Intellectual Property' means all copyright (including rights in relation to phonograms and broadcasts), all rights in relation to inventions (including patent rights), plant varieties, registered and unregistered trade marks (including service marks), registered and unregistered designs, circuit layouts, know-how and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields

'Interest' means interest calculated at the 90 day bank-accepted bill rate (available from the Reserve Bank of Australia) less 10 basis points

'Law' means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time anywhere in Australia, whether made by a State, Territory, the Commonwealth, or a local government, and includes the common law as applicable from time to time

'Liaison Officers' means the persons or position holders specified in Item G or any substitute notified in writing to the other Party

'Material' means documents, records, software (including source code and object code), goods, images, information and data stored by any means including all copies and extracts of the same

'Moral Rights' includes the following rights of an author of copyright Material:
  1. the right of attribution of authorship
  2. the right of integrity of authorship and
  3. the right not to have authorship falsely attributedTop of page
'National Privacy Principle' has the same meaning as in the Privacy Act 1988 (Cth);

'Ombudsman' means the office established under the Ombudsman Act 1976 and includes any other person that may, from time to time, perform the functions of that office

'Other Contributions' means financial or in-kind resources (with in-kind resources valued at market rates) from third parties or the Participant for the Project, other than the Funds

'Participant Personnel' means:
  1. officers, employees, agents or subcontractors of the Participant and
  2. officers, employees, agents or subcontractors of the Participant's subcontractors
engaged in the performance of the Project, and includes:
  1. Specified Personnel and
  2. those individuals (if any) engaged in the performance of the Project on a voluntary basis by the Participant or its subcontractors
'Party' means a party to this Agreement

'Personal Information' means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, about a natural person whose identity is apparent, or can reasonably be ascertained, from the information or opinion

'Privacy Commissioner' means the office established under the Privacy Act 1988 and includes any other person that may, from time to time, perform the functions of that office

'Program' means that part of the operations of the Commonwealth identified in the Recitals under which Funds are provided to the Participant

'Progress Report' means a Report of the Participant's progress in undertaking the Project to be provided to the Commonwealth in accordance with clause 11.3

'Project' means the activities described in Item A and the provision of all Project Material, excluding the Final Report

'Project Material' means all Material, excluding Commonwealth Material that is:
  1. brought into existence for the purpose of this Agreement or
  2. incorporated in, supplied or required to be supplied along with the Material referred to in paragraph (a) and
including the Project Material described at Item FTop of page

'Project Period' means the period specified in Item C during which the Project must be completed

'Report' means Material provided to the Commonwealth in accordance with clause 11 including any Progress Reports, End of Financial Year Reports and the Final Report

'Specified Personnel' means Participant Personnel specified in Item M

'Standards' means the standards for performance of the Project as specified in Item L and

'Unspent' at a particular date means Funds that have not been spent or Committed by the Participant.

1.2

In this Agreement, unless the contrary intention appears:
  1. words in the singular include the plural and words in the plural include the singular
  2. words importing a gender include any other gender
  3. words importing persons include a partnership and a body whether corporate or otherwise
  4. clause headings are inserted for convenient reference only and have no effect in limiting or extending the language of provisions to which they refer
  5. all references to dollars are to Australian dollars
  6. where any word or phrase is given a defined meaning, any other form of that word or phrase has a corresponding meaning
  7. an uncertainty or ambiguity in the meaning of a provision of this Agreement will not be interpreted against a Party just because that Party prepared the provision
  8. a reference to any statute or other legislation (whether primary or subordinate) is to a statute or other legislation of the Commonwealth as amended from time to time
  9. a reference to the word 'including' in any form is not to be construed or interpreted as a word of limitation and
  10. a reference to a 'Recital' is to the Recitals of this Agreement, a reference to a 'clause' is to a clause in this Agreement, a reference to 'Item' is to an Item in the Schedule to this Agreement, a reference to 'Schedule' is to the Schedule to this Agreement and a reference to 'Annexures' or 'Attachments' is a references to documents attached to this Agreement.Top of page

1.3

If there is any conflict or inconsistency between:
  1. the terms and conditions contained in the clauses of this Agreement and any part of the Schedule, then the terms and conditions of the clauses will prevail to the extent of the conflict or inconsistency

  2. the terms and conditions contained in the clauses of this Agreement and any part of the Annexures or Attachments (if any), then the terms and conditions of the clauses will prevail to the extent of the conflict or inconsistency and

  3. any part of the Schedule and any part of the Annexures or Attachments (if any), then the Schedule will prevail to the extent of the conflict or inconsistency.

1.4

The laws of the Australian Capital Territory apply to this Agreement. The Parties agree to submit to the non-exclusive jurisdiction of the courts of the Australian Capital Territory in respect of any dispute under this Agreement.

1.5

This Agreement records the entire agreement between the Parties in relation to its subject matter.

1.6

Subject to clause 3 and clause 18, no variation of this Agreement is binding unless agreed in writing between the Parties.

1.7

Any reading down or severance of a particular provision does not affect the other provisions of this Agreement.

1.8

A waiver of any provision of this Agreement must be in writing.Top of page

1.9

No waiver of a term or condition of this Agreement will operate as a waiver of another breach of the same or of any other term or condition contained in this Agreement.

1.10

If a Party does not exercise, or delays in exercising, any of its rights under this Agreement or at Law, that failure or delay does not operate as a waiver of those rights.

1.11

A single or partial exercise by a Party of any of its rights under this Agreement or at Law does not prevent the further exercise of any right.

1.12

The Participant must not assign its rights under this Agreement without prior approval in writing from the Commonwealth.