PANEL AGREEMENT

FOR THE SUPPLY OF GOODS

DPTI XXCxxx

Edition: March 2016 GCC Goods

CONTENTS

1. OBJECTIVES AND SCOPE.................................................................................................................................32. DEFINITIONS.......................................................................................................................................................33. INTERPRETATION..............................................................................................................................................54. TERM....................................................................................................................................................................55. CONTRACT ADMINISTRATION......................................................................................................................56. SUPPLY AND DELIVERY OF GOODS.............................................................................................................67. DELIVERABLES..................................................................................................................................................68. OWNERSHIP OF AND RISK IN THE GOODS..................................................................................................69. ACCEPTANCE OF THE GOODS........................................................................................................................710. WARRANTY PERIOD.....................................................................................................................................711. CONTRACTOR’S WARRANTIES.................................................................................................................712. DEFECTIVE GOODS.......................................................................................................................................813. CONTRACTOR’S RESOURCES AND CONDUCT......................................................................................814. CONTRACTOR’S REPRESENTATIONS......................................................................................................915. LATE PROVISION OF GOODS......................................................................................................................916. PRICES..............................................................................................................................................................917. GST....................................................................................................................................................................918. PAYMENT ARRANGEMENTS....................................................................................................................1019. INDEMNITY...................................................................................................................................................1020. INSURANCE..................................................................................................................................................1021. CONFIDENTIAL INFORMATION...............................................................................................................1122. DISCLOSURE OF CONTRACT....................................................................................................................1223. FORCE MAJEURE.........................................................................................................................................1224. REMEDIES.....................................................................................................................................................1225. TERMINATION.............................................................................................................................................1226. EFFECT OF EXPIRY OR TERMINATION OF THIS CONTRACT...........................................................1227. SUB-CONTRACTING...................................................................................................................................1228. COMPLIANCE WITH LAWS AND POLICIES...........................................................................................1329. NO REPRESENTATIONS.............................................................................................................................1330. PUBLICITY....................................................................................................................................................1331. RESOLUTION OF DISPUTES......................................................................................................................1332. ENTIRE AGREEMENT.................................................................................................................................1433. MODIFICATION OF CONTRACT...............................................................................................................1434. WAIVER.........................................................................................................................................................1435. SEVERANCE..................................................................................................................................................1436. READING DOWN..........................................................................................................................................1437. COSTS.............................................................................................................................................................1438. NOTICES........................................................................................................................................................1439. NO ASSIGNMENT.........................................................................................................................................1540. VARIATIONS.................................................................................................................................................1541. RELATIONSHIP.............................................................................................................................................1642. GOVERNING LAW.......................................................................................................................................1643. WORK HEALTH AND SAFETY..................................................................................................................1644. INDUSTRY PARTICIPATION PLAN .........................................................................................................16ANNEXURE................................................................................................................................................................17

DPTI XXCxxx Page 2

Edition: March 2016 GCC Goods

OBJECTIVES AND SCOPE

The Parties agree that:

A. The Contractor is a member of panel of providers ("Panel") that has been established by the Principal to supply the Goods described in the Specification;

B. The Principal may select any member of the Panel to supply the Goods; and:

C. If selected by the Principal, the Contractor shall supply the Goods upon the terms and conditions of this Agreement.

The provisions of this Agreement shall be construed so as to give full effect to the objectives contained in this clause.

1. DEFINITIONS

In this Contract:

“Acceptance Date” means the date the Goods are accepted by the Principal;

“Cartel Conduct” means conduct by two or more parties who are competitors (or would be but for the conduct) who enter into a contract, arrangement or understanding that involves price fixing, output restrictions, allocating customers, suppliers or territories, or bid-rigging, as defined in s44ZZRD of the Competition and Consumer Act 2010;

“Business Day” means any day that is not a Saturday or Sunday or a public holiday in South Australia;

"Commencement Date" means the date specified in the Annexure or such other date as agreed to by the Parties, or where no date is specified, the date which appears on the Letter of Acceptance;

"Confidential Information" means information which is identified either as confidential information (if disclosed by the Principal) or proprietary information (if disclosed by the Contractor), but does not include this Agreement;

“Conflict of Interest” means any interest or duty which conflicts or potentially conflicts with the obligations, liabilities or rights of either party as written in this Agreement;

"Contractor" means the entity who as a party to the Agreement, is bound to Provide the Goods in accordance with the Agreement;

"Contract" means the agreement between the Contractor and Principal;

"Contractor’s Representative" means the person as the Contractor may nominate in writing from time to time to and with the approval of the Principal;

“Declaration in Relation to Unlawful Collusion” means a declaration in relation to unlawful collusion submitted by the Contractor to the Principal in the procurement process preceding this Agreement;

“Delivery” means the delivery of the Goods to the Delivery Point;

“Delivery Date” means the date for delivery of the Goods specified in the Specification or otherwise notified by the Principal;

“Delivery Point” means any one of the locations described in the Specification, where the Goods will be delivered;

“Document” means any embodiment of any text or image however recorded;

“Event of Default” occurs if the Contractor:

(a) has an Insolvency Event

(b) has a Conflict of Interest;

(c) does not provide sufficient Personnel to meet its obligations;

(d) does not comply with the insurance requirements;

(e) has submitted a Declaration in Relation to Unlawful Collusion which is found to be false in any particular;

(f) assigns any of its rights or obligations, except as allowed by this Agreement;

(g) does not comply with any notice given by the Principal under this Agreement;

(h) is subject to a change of ownership;

DPTI XXCxxx Page 3

Edition: March 2016 GCC Goods

(i) does not comply with any Law;

(j) is in breach of this Agreement and fails to rectify the breach within 30 days of being notified of the breach by the Principal; or

(k) becomes the subject of a takeover;

"Goods" means the goods specified in the Specification and includes all other incidental services, goods and documentation expressly or impliedly required to be supplied by the Contractor under this Agreement;

“GST” means the tax imposed by the GST Law;

“GST Law“ has the meaning attributed in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

“GST Rate” has the meaning attributed in the GST Law;

“Insolvency Event” means:

If the Contractor is a body corporate:

(a) an administrator is appointed to the Contractor;

(b) the Contractor resolves to be wound up;

(c) a court order is made that the Contractor be wound up (for insolvency or otherwise);

(d) the Contractor ceases business;

(e) a receiver or manager is appointed to the Contractor;

(f) a liquidator or provisional liquidator of the Contractor is appointed;

(g) the Contractor enters into an arrangement with its creditors; or

(h) the Contractor is unable to pay its debts when they are due;

If the Contractor is a natural person or:

(a) the Contractor has committed an act of bankruptcy as contemplated by the Bankruptcy Act 1966 (Cth);

(b) the Contractor is unable to pay his or her debts as and when they become due and payable;

(c) the court has made a sequestration order against the Contractor’s estate;

(d) a creditors’ petition has been presented against the Contractor;

(e) the Contractor has presented to the official receiver a declaration of intention to present a debtor’s petition;

(f) the Contractor becomes a bankrupt;

(g) a meeting of creditors of the Contractor is convened; or

(h) Contractor lodges with his or her trustee a proposal to his or her creditors for a composition in satisfaction of his or her debts or a scheme of arrangement of his or her affairs;

If the Contractor is trading as a partnership, the occurrence of any of the events described in above relation to any of the partners of the partnership.

“Intellectual Property Rights” means all intellectual property rights, including:

(a) patents, plant breeders’ rights, copyright, rights in circuit layouts, registered designs, trade marks, know-how and any right to have Confidential Information kept confidential; and

(b) any application or right to apply for registration of any of the rights referred to in subclause (a) above,

but for the avoidance of doubt excludes moral rights and performers’ rights;

“Laws” means all Acts of Parliament of the Commonwealth of Australia and of the State of South Australia, and the requirements of all ordinances, regulations, by-laws, orders, and proclamations;

“Personnel” means any subcontractors, employees, agents and any other person employed or engaged by the Contractor to perform this Agreement, and includes the Contractor’s Representative;

“Prices” means the prices set out in or determined in accordance with the schedules;

"Principal’s Representative" means the person identified in the Annexure;

DPTI XXCxxx Page 4

Edition: March 2016 GCC Goods

“Representative” means the persons nominated as the Contractor’s Representative and the Principal’s Representative in the Annexure;

"Specification" means the document, labelled as such, which stipulates the nature, scope and other requirements for the Supply of Goods under this Agreement;

"Supply of Goods" includes any of the following:

(a) the supply only of Goods from a place nominated by the Contractor;

(b) the supply and delivery of Goods to the Delivery Point;

“Tax Invoice” has the meaning attributed in the GST Law;

“Warranty Period” means the period set in the Annexure.

2. INTERPRETATION

In this Contract (unless the context requires otherwise):

2.1 A reference to any legislation includes:

2.1.1 all legislation, regulations, proclamations, ordinances, by-laws and instruments issued under that legislation; and

2.1.2 any modification, consolidation, amendment, re-enactment or substitution of that legislation;

2.2 Any word importing:

2.2.1 the singular includes the plural;

2.2.2 the plural includes the singular; and

2.2.3 a gender includes every other gender.

2.3 Words referring to individuals include corporations, unincorporated associations, partnerships, trusts and joint ventures;

2.4 A reference to a party includes that party’s administrators, successors and permitted assigns;

2.5 Any act due on a weekend or a public holiday may be done the next Business Day;

2.6 Where a word or phrase is given a defined meaning, then any other grammatical form of that word or phrase has the same meaning;

2.7 A reference to two or more persons means all of them together;

2.8 The words “clause” or “schedule” refer to this Agreement;

2.9 A reference to a clause number includes its sub-clauses;

2.10 The word “or” is not exclusive;

2.11 Clause headings are for reference only and do not form part of this Agreement;

2.12 This Contract between the parties comprises these standard terms and conditions and all the documents comprised in, and incorporated by reference to, the Schedule of Contract Documents. If any of the documents comprising this Contract are inconsistent, these standard terms and conditions shall take priority over the other documents listed in the Schedule of Contract Documents;

2.13 "Includes" or “including” shall not be interpreted as a word of limitation;

2.14 Monetary references are references to Australian currency.

3. QUOTATIONS

The Principal may:

(a) request that all or any members of the Panel provide a quotation for the supply of the Goods, notwithstanding that pre-agreed rates may form part of this Agreement;

(b) seek quotations from providers not on the Panel; and

(c) appoint new providers as members of the Panel.

DPTI XXCxxx Page 5

Edition: March 2016 GCC Goods

The Principal is not obliged to engage the Contractor to supply any Goods during the term of this Agreement. If the Principal engages the Contractor to supply the Goods by issue of a purchase order and does not seek a quotation, the Goods shall be paid for at pre-agreed rates forming part of this Agreement.

4. TERM

4.1 This Agreement starts on the Commencement Date and ends on the Expiry Date specified in the Annexure unless terminated earlier (“Term”). If no Commencement Date is specified, the Commencement Date shall be the date of execution of this Agreement.

4.2 The Principal may extend the Term for any period specified in the Annexure by giving 3 months written prior notice to the Contractor.

4.3 This Agreement is entered into on a non-exclusive basis. The Principal may purchase other goods similar to the Goods from other providers during the Term of this Agreement.

5. AGREEMENT ADMINISTRATION

5.1 Each Party must at all times throughout the Term have a representative who has authority to:

5.1.1 exercise all of the powers and functions of his or her party under this Agreement other than the power to amend this Agreement;

5.1.2 bind his or her party in relation to any matter arising out of or in connection with this Agreement; and

5.1.3 amend the Specification (including Annexures, Schedules and Attachments) after the amendment has been agreed by both representatives.

5.2 The Contractor must comply with all reasonable instructions pursuant to this Agreement given by the Principal’s Representative.

5.3 The Principal’s Representative will be that person described in the Annexure or such other person as the Principal may nominate in writing from time to time.

5.4 The Contractor’s Representative will be that person nominated in writing by the Contractor to the Principal’s Representative from time to time.

5.5 The Specification may require the Contractor to generate records or reports which demonstrate that the Goods comply with this Agreement. The Contractor must provide a copy of all such records (in electronic and hard copy) to the Principal. The Principal’s receipt and / or approval of these records or reports does not relieve the Contractor from responsibility for the Contractor’s errors or omissions or compliance with the requirements of this Agreement.

6. SUPPLY AND DELIVERY OF GOODS

6.1 The Contractor must:

6.1.1 supply the Goods in accordance with this Agreement;

6.1.2 deliver the Goods to the Delivery Point on or before the Delivery Date; and

6.1.3 provide all test results and other evidence necessary to verify that the Goods comply with the requirements of the Specification.

6.2 The Contractor’s cart notes must clearly show the Principal’s Purchase Order number (if the Purchaser provided a Purchase Order number to the Contractor), and the cart notes must be provided with the Goods.

6.3 Where delivery is specified in this Agreement, the Contractor must:

6.3.1 deliver the Goods to the Delivery Point by the Date for Delivery or by such other date as is agreed in writing between the Principal and the Contractor;

6.3.2 if requested by the Principal, give reasonable notice of the date it will deliver the Goods;

DPTI XXCxxx Page 6

Edition: March 2016 GCC Goods

6.4 The Contractor must unload the Goods (which includes placing the Goods directly into the Principal’s vehicles) in accordance with the requirements of the Work Health and Safety Act 2012 (SA), the Work Health and Safety Regulations 2012 (SA) and any other requirement specified in this Agreement.

7. DELIVERABLES

7.1 With, or prior to, the delivery of the Goods, the Contractor must supply all technical information, manuals, material safety data sheets and other documents which may be reasonably required for the installation, operation, maintenance, repair, modification or alteration of the Goods and the training of personnel who use the Goods.

7.2 The Contractor grants the Principal a royalty free, non-exclusive, transferable, perpetual licence to use the intellectual property rights associated with the documents referred to in Clause 7.1.

8. OWNERSHIP OF AND RISK IN THE GOODS

8.1 Title and ownership in the Goods shall pass to the Principal upon payment.

8.2 Risk in the Goods shall pass to the Principal as follows:

(a) where this Agreement is for supply only, when the Goods have been received by the Principal or successfully loaded into the Principal’s vehicle;

(b) where delivery is part of the Agreement, when the Goods are delivered and unloaded at the Delivery Point.

9. ACCEPTANCE OF THE GOODS

9.1 The Goods are accepted when:

(a) the Goods have been satisfactorily supplied and / or delivered (as the case may be) in accordance with the requirements of this Agreement;

(b) all necessary documentation has been provided to the Principal, including evidence of all testing necessary to demonstrate compliance with the requirements of this Agreement; and

(c) the Supply of Goods is acknowledged in writing by the Principal, which must not be unreasonably withheld and will include an Acceptance Date.

9.2 If testing (which includes examination, inspection and measurement) is carried out to fulfil a requirement of the Specification for the purpose of verifying conformance with the Agreement, the costs of and incidental to that testing shall be borne by the Contractor. The cost of testing is deemed to be included in the rates or lump sums and no separate payment will be made by the Principal for the testing.

9.3 If further testing is carried out as result of a direction by the Principal, costs of and incidental to testing shall be borne by the Principal unless:

(a) the test shows that the Goods do not comply with the Agreement; or

(b) the test is consequent upon a failure of the Contractor to comply with a requirement of the Agreement.

9.4 Where Goods have been sold by sample, the Goods must comply with the sample.

10. WARRANTY PERIOD

10.1 The Warranty Period is as stated in the Annexure, and starts on the Acceptance Date.

10.2 At all times prior to the expiration of the Warranty Period, the Goods, must comply with requirements of this Agreement. Notwithstanding acceptance of the Goods, if the Goods fail to comply with any requirement of this Agreement, the Contractor must repair or provide replacement Goods, unless the non-compliance is caused by:

(a) a failure by the Principal to operate, take care of, or maintain the Goods in accordance with the manufacturer’s instructions; or

(b) fair wear and tear.

DPTI XXCxxx Page 7

Edition: March 2016 GCC Goods

10.3 The Contractor must ensure that the Principal receives the full benefit of any manufacturer’s warranty in respect of the Goods.

11. CONTRACTOR’S WARRANTIES

11.1 The Contractor warrants that:

11.1.1 the Goods are unencumbered and the Contractor has the right to sell and transfer title to and property in the Goods to the Principal;

11.1.2 the Goods:

(i) are new (unless otherwise specified);

(ii) conform with the requirements of the Specification and any performance criteria specified in the Agreement;

(iii) are free from defects in materials, manufacture, and workmanship;

(iv) conform to any legally applicable standards;

(v) are of good merchantable quality;

(vi) are fit for the purpose stated in the Specification or elsewhere in the Agreement, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;

(vii) conform to the description, model number and the sample (if any) provided by the Contractor;

(viii) where this Agreement so provides, have been manufactured, constructed or assembled in the factory disclosed by the Contractor as the place of manufacture, construction or assembly of the Goods in the Contractor’s tender or elsewhere in the Agreement;

11.1.3 all representations made by the Contractor in or in connection with the Contractor’s tender were and remain accurate and the Contractor has and will maintain during the Term any quality assurance arrangements set out in the Specification;

11.1.4 it will supply all documentation relevant to the Supply of Goods, including instructions, manufacturer’s warranties, test results and other associated records; and

11.1.5 the Goods will be supplied within any timeframe stipulated in the Specification.

11.2 The Contractor must not vary the specification, design, shape, configuration or characteristics of the Goods during the Term without first obtaining the consent of the Principal in writing.

12. DEFECTIVE GOODS

12.1 If the Goods provided by the Contractor are not in accordance with the requirements of the Agreement, the Contractor must:

12.1.1 replace the non-conforming Goods with Goods that conform with the Agreement; or

12.1.2 repair the non-conforming Goods so that they conform with the Agreement.

12.2 The repair or replacement must be carried out as soon as practicable and within any timeframe specified elsewhere in this Agreement.

12.3 The Principal may provide written direction to the Contractor of the times within which the Contractor must commence and complete the repair or replacement of non-conforming Goods.

12.4 Where the Contractor elects to repair the Goods, the method of repair must be subject to the approval of the Principal, who may require evidence that the repair will not be to the detriment of the performance of the Goods. Any such approval shall not relieve the Contractor from responsibility for compliance with the requirements of the Agreement.

12.5 All costs incurred by the Contractor as a consequence of the Goods being non-conforming shall be borne by the Contractor.

12.6 If the Principal becomes aware that the Goods are not in accordance with the Agreement, the Principal will advise the Contractor as soon as practicable.

DPTI XXCxxx Page 8

Edition: March 2016 GCC Goods

12.7 If the Contractor fails to comply with a written direction issued pursuant to Clause 12.2and the direction included notification that Principal may elect to have the repair or replacement carried out by others, the Principal may have the repair or replacement carried out by others. The cost of having the repair or replacement so carried out shall be deducted from the amount owing to the Contractor.

12.8 If the Contractor fails to comply with a written direction issued pursuant to Clause 12.2and the direction included notification that Principal may elect to accept the Goods, notwithstanding that they are not in accordance with the Agreement, the Principal may accept the Goods. In that event that non-conforming Goods are accepted by the Principal, the resulting decrease in the value to the Principal of the Goods and any cost incurred by the Principal as a direct result of the Goods being non-conforming shall be deducted from the amount due and payable to the Contractor.

12.9 If the Contractor fails to comply with a written direction issued pursuant to Clause 12.2 within 14 days and the direction included notification that Principal may terminate the Agreement, Principal may then terminate the Agreement.

12.10 Nothing in this Clause 12 shall prejudice any other right which the Principal may have against the Contractor arising out of the failure of the Contractor to provide Goods in accordance with the Agreement.

13. CONTRACTOR’S RESOURCES AND CONDUCT

The Contractor must:

13.1 supply the Goods in a manner that complies with all laws and codes applicable to the Contractor’s provision of the Goods;

13.2 conduct itself in a manner that does not invite directly or indirectly, the Principals’ officers, employees or agents or any public sector employee (as defined in the Public Sector Act 2009) to behave unethically, to prefer private interests over the Principal’s’ interests or to otherwise contravene the Code of Ethics for the South Australian Public Sector; and

13.3 ensure that its Personnel observe and comply with the provisions of this Agreement.

14. CONTRACTOR’S REPRESENTATIONS

14.1 The Contractor represents that it:

14.1.1 examined carefully and acquired actual knowledge of the contents of this Agreement, including all information made available in writing by the Principal to the Contractor in respect of this Agreement;

14.1.2 examined all information relevant to the risks, contingencies and other circumstances having an effect on the Contractor‘s obligations under this Agreement and which is obtainable by the making of reasonable enquiries;

14.1.3 satisfied itself as to the correctness and sufficiency of its offer and that the remuneration payable to the Contractor under this Agreement covers the costs of complying with all its obligations under this Agreement and of everything necessary for the proper performance of this Agreement; and

14.1.4 fully acquainted itself with all conditions (irrespective of whether the condition is latent or any other kind of condition) affecting the Supply of Goods.

14.2 Any failure by the Contractor to actually do the things described in the preceding clause does not relieve the Contractor from responsibility for estimating the difficulty or cost of properly providing the Goods and otherwise complying with this Agreement and the Contractor:

14.2.1 enters into this Agreement at its own risk;

14.2.2 will not make any claim against the Principal for any loss or liability resulting from the Contractor‘s failure to estimate the difficulty or cost of properly Providing the Goods; and

14.2.3 indemnifies the Principal and must keep the Principal indemnified against any loss or liability resulting from the Contractor‘s failure to estimate the difficulty or cost of properly Providing the Goods.

DPTI XXCxxx Page 9

Edition: March 2016 GCC Goods

15. LATE PROVISION OF GOODS

Without prejudice to any other remedies available to the Principal, if:

15.1.1 a rate for liquidated damages is specified in the Annexure; and

15.1.2 the Contractor fails to supply and install the Goods by the Installation Date,

the Contractor must pay to the Principal liquidated damages at the rate stated in the Annexure for every day after the specified date by which the installation of the Goods remains outstanding.

16. PRICES

16.1 In consideration for the supply of the Goods, the Principal will pay the Price(s).

16.2 Subject to clause 17, the Prices include all taxes, duties or government charges imposed or levied in Australia or overseas in connection with this Agreement.

16.3 The Prices include all costs of compliance with the Contractor’s obligations under this Agreement, whether foreseen or unforeseen. No other costs or expenses are payable by the Principal.

16.4 For Goods supplied on the basis of a Schedule of Rates, the Principal will pay the sum ascertained by multiplying the actual quantity of Goods provided by the rate accepted by the Principal for those Goods, adjusted by any additions or deductions made pursuant to the Agreement. No amount will be paid for Rise and Fall unless provided for in the Specification.

17. GST

17.1 The Contractor represents that:

17.1.1 it is registered under the A New Tax System (Australian Business Number) Act 1999 (Cth), and that the ABN in its tender is the Contractor’s ABN; and

17.1.2 it is registered under the GST Law.

17.2 If the prices are expressed as being GST exclusive and the supply for which payment is claimed is a Taxable Supply then, in addition to any amount payable by the Principal by reference to the Prices (the “base consideration”), the Principal must pay to the Contractor, an additional amount of consideration (“GST consideration”) for the Taxable Supply calculated by multiplying the GST Rate by the base consideration. The GST consideration is payable at the same time and subject to the same conditions as the base consideration. In this Agreement, “Taxable Supply”, and “GST Rate” have the meaning attributed to it in the GST Law.

18. PAYMENT ARRANGEMENTS

18.1 Unless specified otherwise, the Contractor is entitled to invoice the Principal for payment when the Goods have been accepted.

18.2 The Principal does not have to pay a Contractor’s invoice unless the invoice is properly rendered. An invoice is properly rendered if it:

18.2.1 is issued in respect of Goods for which the Contractor is entitled to invoice under this Agreement;

18.2.2 reflects the correct price for the Goods under this Agreement;

18.2.3 is a valid Tax Invoice within the meaning of the GST Law; and

18.2.4 is accompanied by such information and documentation as reasonably required by the Principal to verify the invoice.

18.3 Subject to the provisions of this clause, the Principal will pay the Contractor within 30 days of receiving a valid invoice.

18.4 The Principal may withhold full or part payment for any Goods which have not been provided in accordance with the requirements specified in this Agreement.

DPTI XXCxxx Page 10

Edition: March 2016 GCC Goods

18.5 If the payment will be less than the amount specified on the invoice, the Principal will provide a payment schedule which includes the reasons for withholding payment. If the Principal disputes a claim for payment, the Principal will pay any undisputed portion of the invoice.

18.6 Payment will not be subject to Rise and Fall unless specified otherwise in the Specification.

19. INDEMNITY

19.1 The Contractor indemnifies, and undertakes to keep indemnified, the Principal, from and against:

(a) loss of or damage to the Principal’s property; and

(b) claims in respect of personal injury or death or loss of, or damage to, any other property,

arising out of or in respect of:

(a) any negligence, wrongful act or omission by the Contractor or any of its Personnel; or

(b) any Event of Default or breach by the Contractor of any of the provisions of this Agreement.

19.2 The Contractor indemnifies, and undertakes to keep indemnified, the Principal, from and against any claim that the Supply of Goods by the Contractor infringes the Intellectual Property Rights of any person.

19.3 This Clause will survive termination of this Agreement.

20. INSURANCE

20.1 The Contractor must effect and maintain at its own expense during the Term of this Agreement the policies set out in the Annexure and for amounts not less than those specified in the Annexure.

20.2 The insurance policies set out in the Annexure must be with insurers satisfactory to the Principal.

20.3 Where insurance for the goods against loss or damage for their replacement value is specified in the Annexure, this insurance shall be maintained until risk in the goods passes to the Principal.

20.4 The policies referred to in the Annexure must be in the name of the Contractor and must cover the Contractor and all subcontractors for their respective rights, interests and liabilities.

20.5 Before supplying Goods under this Agreement, the Contractor must provide the Principal with insurance certificates of currency for the insurances required under this Clause. At any time during the Term, the Principal may require the Contractor to provide proof that the policies of insurance have been maintained.

20.6 The Principal, in specifying levels of insurance in this Agreement accepts no liability for the completeness of their listing, the adequacy of the sum insured, limit of liability, scope of coverage, conditions or exclusions of those insurances in respect to how they may or may not respond to any loss, damage or liability.

20.7 The Contractor acknowledges and agrees that it is the Contractor’s responsibility to assess and consider the risks and scope of insurances required under this Agreement.

21. CONFIDENTIAL INFORMATION

21.1 Subject to this Agreement, the party (“receiving party”) to whom Confidential Information is disclosed by another party (“disclosing party”) must not disclose Confidential Information to any person without first obtaining the disclosing party’s written consent.

21.2 There will be no breach of the obligations of the receiving party under this Agreement if the Confidential Information is legally required to be disclosed or the circumstances of its disclosure are permitted by this Agreement.

21.3 The receiving party may disclose Confidential Information to its officers, Personnel, sub-contractors and agents (“Authorised Persons”) if:

21.3.1 the Authorised Person needs to know the Confidential Information for the performance of their duties under this Agreement or for the installation, operation, maintenance, repair or alteration of the Goods;

21.3.2 the receiving party first notifies the proposed disclosure to the disclosing party; and

DPTI XXCxxx Page 11

Edition: March 2016 GCC Goods

21.3.3 the receiving party first makes the Authorised Person aware of the confidential nature of the Confidential Information and requires the employee to treat it confidentially.

21.4 Despite anything else in this Agreement, it is a condition to any permitted disclosure that the receiving party must notify the disclosing party promptly if the receiving party becomes aware of any unauthorised disclosure by a third party. The receiving party must give the disclosing party all assistance reasonably required by that party in connection with any proceedings which it may institute against any persons for the disclosure.

21.5 The receiving party indemnifies the disclosing party against any loss or damage which the disclosing party may suffer or for which the disclosing party may become liable as a result of:

21.5.1 any disclosure or use of Confidential Information in breach of this Agreement by the receiving party; or

21.5.2 any unauthorised disclosure or use by an Authorised Person of Confidential Information.

21.6 The Contractor acknowledges that the Principal may disclose Confidential Information:

21.6.1 to Parliament, the Governor, Cabinet or a Parliamentary or Cabinet committee or subcommittee;

21.6.2 where required by law to do so;

21.6.3 to any agency, authority, instrumentality, minister or officer of the Crown to whom it is customary for the Principal to disclose information such as the Confidential Information (whether or not the Principal is legally obliged to do so);

21.6.4 to the Australian Competition and Consumer Commission (ACCC) if the Principal reasonably suspects, or is notified by the ACCC that it reasonably suspects, that there is cartel conduct or unlawful collusion in connection with the supply of Goods or Services under this Agreement; or

21.6.5 for the purposes of prosecuting or defending any legal proceedings.

22. DISCLOSURE OF CONTRACT

The Principal may disclose this Agreement or information in relation to this Agreement in either printed or electronic form and either generally to the public or to a particular person as a result of a specific request. The Contractor agrees to disclosure of this Agreement in accordance with Department of Premier and Cabinet Circular 27 (PCO27)."Disclosure of Government Contracts", available from:http://www.premcab.sa.gov.au/dpc/publications_circulars.html. The Contractor’s attention is drawn to the Freedom of Information Act 1991. No exemption from the provisions of this Act applies to this Agreement.

23. FORCE MAJEURE

23.1 Force Majeure means an event or circumstance which prevents a party from complying with any of its obligations under this Agreement and which that party:

23.1.1 did not cause;

23.1.2 cannot control or influence; and

23.1.3 cannot prevent or avoid through prudent management processes, policies and precautions, including the use of alternative resources, the procuring of services from another source and work around plans.

23.2 It includes without limitation, fire, flood, drought, storm, lightning, act of God, peril of sea or air, explosion, sabotage, accident, embargo, civil commotion, act of war and war; but does not include industrial disputes, strikes and difficulties between the Contractor and its Personnel or sub-contractors.

23.3 The affected party must notify the other party if the Force Majeure is preventing it from complying with any of its obligations as soon as it becomes aware of the Force Majeure.

23.4 The affected party’s rights and obligations will be suspended to the extent and for so long as the performance of the affected party’s rights and obligations are prevented or delayed by the Force Majeure.

23.5 The affected party must keep the other party informed of the continuation and expected duration of the Force Majeure and of measures taken to comply with this Clause.

DPTI XXCxxx Page 12

Edition: March 2016 GCC Goods

23.6 The affected party must recommence performance of its obligation as soon as possible without delay after the Force Majeure has ceased to exist.

24. REMEDIES

24.1 Any claim the Principal may have against the Contractor may be set off against monies owed to the Contractor under this Agreement.

24.2 The rights and remedies provided under the Agreement are cumulative and not exclusive of any remedies provided by law or any other right or remedy.

25. TERMINATION

The Principal may terminate this Agreement immediately, by written notice if:

25.1 an Event of Default occurs.

25.2 the Contractor fails to supply Goods within 14 calendar days of the Delivery Date; or

25.3 under clause 12.9 for the Contractor’s failure to comply with clause 12.1.

26. EFFECT OF EXPIRY OR TERMINATION OF THIS CONTRACT

26.1 Any termination of this Agreement by the Principal does not affect any accrued right of either party.

26.2 Despite termination or completion of this Agreement, clauses 11, 12, 14, 19, 20, 21, 24, 25, 26, 29, 30 and 42 survive.

27. SUB-CONTRACTING

27.1 The Contractor must not engage any sub-contractor without approval of the Principal, which shall not be unreasonably withheld.

27.2 The Contractor must apply to the Principal in writing for approval to appoint a sub-contractor and the application must include details of the name of the proposed sub-contractor and the tasks that the Contractor proposes that it performs.

27.3 The Principal may request other information about the proposed sub-contractor.

27.4 If the Principal grants its approval then the approval may be given on such conditions as the Principal reasonably considers appropriate.

27.5 The Principal shall have the right during the Term to revoke its prior approval of a subcontractor if:

27.5.1 the subcontractor’s performance is deficient;

27.5.2 there have been material misrepresentations made to the Principal by or concerning the subcontractor.

27.6 The Contractor shall remain responsible for obligations performed by subcontractors to the same extent as if such obligations were performed by the Contractor.

28. COMPLIANCE WITH LAWS AND POLICIES

28.1 The Contractor must comply with the requirement of all Laws.

28.2 The Contractor undertakes to comply with any South Australian Government policy that is stipulated in the Specification and which relates to the performance of the Contractor’s obligations under this Agreement.

28.3 The parties submit themselves to the exclusive jurisdiction of the Courts having jurisdiction in South Australia.

28.4 Any proceedings brought in a Federal Court must be instituted in the Adelaide registry of that court

28.5 The parties undertake not to apply to transfer any proceedings to a registry of the Federal Court located in another State or Territory, or to the courts of another State or Territory.

DPTI XXCxxx Page 13

Edition: March 2016 GCC Goods

29. NO REPRESENTATIONS

To the maximum extent permitted by law, the Contactor acknowledges and agrees that no representation, warranty, guarantee or other statement, express or implies, was made or given to the Contractor by the Principal prior to entering into this Agreement as to any benefits which the Contractor might enjoy as a result of entering into this Agreement.

30. PUBLICITY

The Contractor must not make any public announcement or media release in respect of any aspect of this Agreement.

31. RESOLUTION OF DISPUTES

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

31.2 Subject to clause 28.1, neither party may commence legal proceedings without attempting to resolve the dispute as follows:

31.2.1 Each party must submit the dispute to one of its senior officers who has not previously been involved in the dispute (“Negotiators”) within 7 days of the dispute arising.

31.2.2 The Negotiators must meet as soon as possible to resolve the dispute.

31.2.3 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 a senior executive of each party (“the Executive Negotiators”).

31.3 The Executive Negotiators must meet as soon as possible to resolve the dispute, but in any case within 7 days of its reference to them. Each party must authorise and inform its Executive Negotiator sufficiently so that he or she can undertake that meeting without detailed reference to another person.

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

31.5 This clause survives any expiry or termination of this Agreement.

32. ENTIRE AGREEMENT

This Contract:

32.1 incorporates of the documents listed in the Schedule of Agreement Documents;

32.2 contains the entire agreement between the parties with respect to its subject matter; and

32.3 supersedes any prior agreement, understanding or representation of the parties on the subject matter.

33. MODIFICATION OF CONTRACT

This Agreement may be amended or modified by the parties, but changes will not be binding upon the parties unless they are in writing and signed by each party or its representative authorised for that purpose.

34. WAIVER

A party’s:

34.1 failure to exercise, or delay in exercising, a power or right does not operate as a waiver of that power or right;

34.2 waiver or exercise of a power or right does not preclude its future exercise or the exercise of any other power or right; and

34.3 waiver of any power or right will not be effective unless it is in writing and signed by the Representative of the party waiving its rights.

DPTI XXCxxx Page 14

Edition: March 2016 GCC Goods

35. SEVERANCE

35.1 Each word, phrase, sentence, paragraph and Clause of this Agreement is severable

35.2 If a court determines that a part of this Agreement is unenforceable, invalid, illegal or void that court may sever that part.

35.3 Severance of any part of this Agreement will not affect any other part of this Agreement.

36. READING DOWN

Where a word, phrase, sentence, paragraph or other Clause or provision of this Agreement would otherwise be unenforceable, illegal or void the effect of that provision shall so far as possible, be limited and read down so that it is not unenforceable, illegal or void.

37. COSTS

Except as otherwise provided by this Agreement, each party is responsible for its own costs and risks in relation to the negotiation and preparation of this Agreement and all things to be done under this Agreement.

38. NOTICES

38.1 Any notice or purchase order relating to this Agreement must be:

38.1.1 in writing;

38.1.2 signed by the Representative of the sender; and

38.1.3 given to the other party:

(i) by hand delivery;

(ii) by prepaid mail; or

(iii) by facsimile or email transmission.

38.2 For the purposes of delivery of notices:

38.2.1 mail must be sent to the address of the recipient party set out in this Agreement; and

38.2.2 facsimile or email messages must be marked for the attention of the person specified in this Agreement.

38.3 If email is used to transmit the notice or purchase order, it must be scanned into a non-editable file format and attached to the email;

38.4 If a Party changes its contact details, then it must provide written notice to the other party within five Business Days.

38.5 A notice sent for the purposes of this Clause will be considered received:

38.5.1 if delivered before 5.00 pm on a Business Day, otherwise on the next Business Day;

38.5.2 if sent by pre-paid mail, on the third Business Day after posting; or

38.5.3 if transmitted by facsimile before 5.00 pm on a Business Day and a complete transmission report is received on the day of transmission, otherwise on the next Business Day, provided that:

(i) if the recipient receives by facsimile transmission a notice that is illegible, the recipient must notify the sender immediately and the sender must continue to retransmit the notice until the recipient confirms that it has received a legible notice; and

(ii) if transmitted by email before 5.00 pm on a Business Day and the Sender receives a message-opened response, otherwise on the next Business Day, subject always to the Sender receiving a message-opened response.

DPTI XXCxxx Page 15

Edition: March 2016 GCC Goods

39. NO ASSIGNMENT

The Contractor must not assign, encumber or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Principal.

40. VARIATIONS

40.1 The Supply of Goods may be varied in accordance with this Clause.

40.2 The Principal may propose varying the Supply of Goods by notice in writing to the Contractor setting out the proposed variation.

40.3 If the proposed variation would increase the scope of this Agreement the Contractor may:

40.3.1 notify the Principal that the proposed variation will cause the scope of this Agreement to increase;

40.3.2 provide to the Principal a written quotation indicating the additional cost of providing the Goods should the proposed variation be implemented;

40.3.3 indicate the amount of additional time (if any) which will be required to provide the Goods if varied; and

40.3.4 the Contractor shall not provide any additional Goods, until the Contractor has received a written notice from the Principal accepting the quotation and altering the time in which the Goods, as varied, are to be supplied.

40.4 If the proposed variation would decrease the scope of the Agreement, the Principal shall give written notice to the Contractor indicating:

40.4.1 how the scope of this Agreement is decreased;

40.4.2 how the price will be adjusted; and

40.4.3 how the date or time for delivery will be adjusted.

40.5 The Goods, as varied under this Clause, shall be supplied in accordance with the terms and conditions of this Agreement.

40.6 If the Contractor proposes to provide Goods which the Contractor considers to be a variation and the matter has not been brought to the attention of the Principal, the Contractor shall inform the Principal as soon as practicable. The Principal shall not be liable for payment for any additional Goods supplied by the Contractor if the Principal has not been notified of the Contractor’s intent for the additional Goods to be classified as a variation.

41. RELATIONSHIP

41.1 Nothing in this Agreement constitutes any relationship of employer and employee or partnership between the parties.

41.2 No party has any authority to bind the other party in any manner without the prior consent of the other party.

42. GOVERNING LAW

42.1 This Agreement is governed by the laws in the State of South Australia.

42.2 The courts of the State of South Australia have exclusive jurisdiction in connection with this Agreement.

43. WORK HEALTH AND SAFETY

43.1 The Principal is committed to the provision of a safe working environment and expects the Contractor to demonstrate the same commitment to Work Health and Safety (‘WHS”). The Contractor must:

43.1.1 comply with the Work Health and Safety Act 2012 (SA) and the Work Health and Safety Regulations 2012 (SA);

DPTI XXCxxx Page 16

Edition: March 2016 GCC Goods

43.1.2 comply with any reasonable instruction issued by the Principal in relation to WHS;

43.1.3 if requested by the Principal, provide evidence satisfactory to the Principal of its capacity to comply with the Work Health and Safety Act (including the provision of any documentation required by the Work Health and Safety Act which is relevant to this Contract); and

43.1.4 provide the Contractor’s Workcover Registration Number.

43.2 If all or part of the work under this Agreement is to be provided on a site controlled by the Principal or under the direction of the Principal, the Contractor must comply with the Principal’s WHS policies, procedures and instructions. If the Contractor becomes aware of any potentially hazardous situation on the premises of the Principal, the Contractor must immediately bring it to the Principal’s attention for a direction regarding the matter.

44. RESPECTFUL BEHAVIOUR

44.1 The Contractor acknowledges the Principal’s zero tolerance towards men’s violence against women in the workplace and the broader community.

44.2  The Contractor agrees that, in supplying the Goods, its Personnel will at all times:

44.2.1 act in a manner that is non-threatening, courteous, and respectful; and

44.2.2 comply with any instructions, policies, procedures or guidelines issued by the Principal regarding acceptable workplace behaviour.

44.3  If the Principal believes that Personnel are failing to comply with the behavioural standards specified in this clause, then the Principal may in its absolute discretion:

44.3.1 prohibit access by the relevant Personnel to the Principal’s premises;  and

44.3.2 direct the Contractor to withdraw  the relevant Personnel from supplying the Goods. 

____________

DPTI XXCxxx Page 17

Revision 0 GCC GoodsAnnexure

ANNEXURE

The Principal: Minister for Transport and Infrastructure orCommissioner of Highways (for projects funded by the Highways Fund).

The address of the Principal: Terrace Towers178 North TerraceADELAIDE SA 5000

Roma Mitchell House136 North TerraceADELAIDE SA 5000.

The Principal’s Representative: (Clause 5) Manager, Projects/Regional Manager, ……………Region etc

The address of the Principal’s Representative: (Clause 5)

77 Grenfell Street,ADELAIDE SA 5000orRegional Address

Commencement Date of this Contract:(Clause 4)

Specified Date orDate on the Letter of Acceptance

Expiry Date of this Contract:(Clause 4)

Refer SpecificationorSpecified Period from Commencement Date

Liquidated Damages: (Clause 10) $......... per working dayorrefer to Specification

Warranty Period: (Clause 13) Not Applicable or12 months orRefer to Specification.

The amount of Public Liability Insurance shall be not less than: (Clause 20)

$10 000 000

Product Liability Insurance: (Clause 20)

Required:

If required, level of cover

Yes / No

$10 000 000

Insurance of the Goods against loss or damage required?

Yes / No

___________

DPTI XXCxxx Page 18