Strategic research program Request for tender

Options for work health and safety induction training

for construction workers

Tender No. BRD16-008377

Closing Date: 4:00pm Friday 1 April 2016

Disclaimer

This publication may contain work health and safety and workers compensation information. It may include some of your obligations under the various legislations

that the State Insurance Regulatory Authority (formerly WorkCover NSW) administers. To ensure you comply with your legal obligations you must refer to the

appropriate legislation.

Information on the latest laws can be checked by visiting the NSW legislation website legislation.nsw.gov.au

This publication does not represent a comprehensive statement of the law as it applies to particular problems or to individuals or as a substitute for legal advice.

You should seek independent legal advice if you need assistance on the application of the law to your situation.

Disclaimer

This publication may contain work health and safety and workers compensation information. It may include some of your obligations under the various legislations

that WorkCover NSW administers. To ensure you comply with your legal obligations you must refer to the appropriate legislation.

Information on the latest laws can be checked by visiting the NSW legislation website legislation.nsw.gov.au

This publication does not represent a comprehensive statement of the law as it applies to particular problems or to individuals or as a substitute for legal advice.

You should seek independent legal advice if you need assistance on the application of the law to your situation.

© WorkCover NSW

Contact officer

Tenderers should refer requests for information or advice regarding this RFT to:

Contact name: Deidre Rodwell or Tania O’Donnell

Contact postal address: Locked bag 2906 Lisarow NSW 2252

Contact email address: sira.research@sira.nsw.gov.au

Any information given to a tenderer to clarify any aspect of this RFT will also be given to all other tenderers, if the

State Insurance Regulatory Authority (SIRA) (formerly WorkCover NSW) believes it would be unfair not to do so.

Contents

1. Conditions for tendering 2

About this request for tender 2

Eligibility to submit an application under the strategic research category 2

Tender lodgement 2

Electronic tenders 2

2. Project specification 3

Project name 3

Project description 3

Background 4

Project aim 4

Deliverables/outputs and reporting 4

Timeframe 5

3. Information to be lodged in the tender 6

Information about the tenderer 6

Summary of project 6

Project methodology and plan 6

Key personnel 6

Project budget 6

Other supporting documentation 7

4. Conditions of contract 8

Standard conditions 8

Specific conditions 9

5. Assessment of tenders 11

Overview of process 11

Initial assessment 11

Detailed assessment 12

Assessment criteria 12

Appendix: Standard funding agreement clauses 13

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1. Conditions for tendering

About this request for tender

This request for tender (RFT) has been prepared by the State Insurance Regulatory Authority (SIRA) (formerly

known as WorkCover NSW) as part of a competitive procurement process to commission strategic research under

the Better Regulation Division Research Program:

The content of this RFT is comprised of the following sections:

Section 1 – Conditions for tendering

Section 2 – Project specification

Section 3 – Information to be lodged in the tender proposal

Section 4 – Conditions of the contract

Section 5 – Assessment of tenders

Appendix – Standard funding agreement clauses

Eligibility to submit an application under the strategic research category

Applications for strategic research funding can be submitted by suitably qualified and experienced research

organisations that can demonstrate capacity to successfully undertake the research project. Government agencies

are not eligible to apply.

Tender lodgement

Tenders (including all supporting information, if any) must be fully received by the closing date and time. Tenderers

must complete the online application form and must not amend any of the questions provided. Responses and

other information provided in the tender must be in writing and in English.

The tender must be submitted electronically via the online application form. In order to fill out the form and submit

an RFT you must register to set up a SmartyGrants account at www.workcover.smartygrants.com.au.

Tenderers should notify the contact officer in writing on or before the closing date and time if they find any

discrepancy, error or omission in this RFT.

Electronic tenders

A tender submitted electronically will be treated in accordance with the Electronic Transactions Act 2000 (NSW),

and given no lesser level of confidentiality, probity and attention than tenders lodged by other means.

A tenderer, by electronically lodging a tender, is taken to have accepted the conditions under Section 4 of this

document.

Electronically submitted tenders may be made corrupt or incomplete, for example by computer viruses. SIRA may

decline to consider for acceptance a tender that cannot be effectively evaluated because it is incomplete or corrupt.

Tenderers must note that:

a. To reduce the likelihood of viruses, a tenderer must not include any macros, applets, or executable codes

or files in a tender response.

b. A tenderer should ensure that electronically submitted files are free from viruses by checking the files with

an up to date virus-checking program before submission.

SIRA will not be responsible in any way for any loss, damage or corruption of electronically submitted tenders.

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2. Project specification

Project name

Options available to address initial work health and safety induction training for construction workers.

Project description

The Work Health and Safety Regulation 2011 (Regulation) necessitates that all construction workers complete

general construction induction training. SafeWork NSW believes that opportunities exist for the training regime to

be reviewed so as to better deliver desired safety training outcomes.

The overarching objective of this research project is to identify and determine the merits of available options for

initial work health and safety induction training for new construction workers, which will provide a positive impact on

work health and safety.

The findings of this research will be used to direct future changes to general construction induction training

requirements. As such, the research findings must include definitive quantitative data that can be reliably used as

evidence to support these changes and in addition, should be supported by qualitative findings.

The specific research questions to be answered include:

Are there any measurable links between the current general construction induction training model and work

health and safety outcomes for new construction workers?

What impact does the current mandated general construction induction training have on the work health and

safety of new construction workers?

What are the likely impacts of any changes to the existing unit of competency, such as a move from

competency based to knowledge based, on the objectives of the WHS legislation of general induction training?

What are the preferred options amongst key stakeholder groups for general construction induction training,

including rationale?

Of the options provided, which option is considered to be the best response to the objectives of the general

construction induction training. A full cost/benefit analysis must be provided to support each option.

An initial evaluation of the existing general construction induction training requirements that are in place in NSW

under the Regulation has been completed and will be provided to the successful researchers. The evaluation

findings should be considered as part of this project. The target audience of this research will include workers who

have recently completed training, PCBUs that employ construction workers, unions, industry bodies and experts in

the field of training and safety. The research should identify and explore all perceived benefits, gaps and

subsequent training requirements. A comparison of new worker induction training options across a number of

similar industries would be considered a beneficial part of this study.

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Background

General construction induction training is a compulsory requirement for all construction workers under the Work

Health and Safety Regulation 2011 and must be completed prior to commencing construction work. On successful

completion of the training, a WorkCover General Induction Training (GIT) card is issued to participants as an

authorisation to commence work in the construction industry.

The two core policy objectives that the GIT card authorisation is designed to contribute to are:

1. Protection of workers against the inherent dangers associated with working on construction sites

2. Building a safety culture within the construction industry

An evaluation of the general construction induction training regime was completed in October 2014, to assess

whether current approach is still:

a reasonable option in light of changes to the regulation;

appropriately designed, in particular the emergence and saturation of online training

administered effectively and efficiently; and

the best regulatory response to address SafeWork NSW’s objectives.

Project aim

The aim of this project is to establish the best possible option for general construction induction training to be

implemented by WHS Regulators.

Deliverables/outputs and reporting

The successful applicant will be required to:

1. Enter into a contract with the State Insurance Regulatory Authority (SIRA).

2. Meet initially with Project Steering Committee to clarify and confirm relevant issues.

3. Submit a detailed project action plan that outlines methodology, responsibilities and timelines for delivery of all

key activities and milestones within two weeks of the initial Steering Committee meeting.

4. Communicate with relevant groups and individuals to ensure a participatory approach.

5. Provide an initial qualitative report based on options identified by key stakeholder groups.

6. Provide a quantitative analysis of the shortlisted options confirmed by SafeWork NSW, including a full

cost/benefit analysis from trainee, PCBU and regulator perspective.

7. Provide regular progress reports, number and submission dates to be confirmed once the project scope and

outline are agreed.

8. Provide a draft final report for review by the Project Steering Committee.

9. Provide a final report which includes findings, statistical analysis, charts, interpretations, and initial assessment

of the recommended model.

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10. Provide an implementation strategy for the recommended option and detail a strategy for ongoing evaluation

of that model.

11. Be available to present the outcomes of the research, and final report to key stakeholder groups, which may

include the Project Steering Committee, the SIRA Executive and Board.

Timeframe

Applicants are invited to suggest an appropriate delivery schedule to successfully deliver the research within a four

month timeframe.

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3. Information to be lodged in the tender

Tenderers will be required to complete their proposal electronically. The following checklist can be used to

ensure you provide the required information.

Information about the tenderer

Provide information about your organisation, including:

Your organisation’s name and address.

Your organisation’s ABN.

The name and contact details (including email) of your organisation’s chief executive officer or director.

The name and contact details (including email) of your organisation’s representative, for the purposes of

this project.

Summary of project

Summarise your understanding of the project, including:

The research to be undertaken, its aim and why it is needed.

How research outcomes could be used after the project has been completed and how this will impact on

industry (and its workers).

Project methodology and plan

Provide information regarding how the project will be conducted, including:

Methodology to be adopted (including rationale for this choice of methodology).

If the research includes human studies: how the target population will be accessed and achieved?

Ethics approval process if required.

Planned activities.

Any multicultural considerations that may form part of your proposal and how these may be addressed.

Timeframes – including allowance for ethics clearance and review of deliverables.

Evaluation measures.

The expected deliverables/outputs.

The timeframe for the project’s completion.

Key personnel

Provide information on key project personnel, their role in the project and time commitment on the project:

Name and contact details (including email) of the lead researcher who will be responsible for the day-to-

day conduct of the research.

Attach a brief CV that addresses: relevant publications,; research funding received over the past five years;

research projects managed and completed; research supervision conducted.

The names, roles and time commitments of the other key personnel who will be involved in the project.

Attach brief CVs outlining relevant background and experience of other key personnel involved in the

project.

Project budget

Provide information about your budget for the project, including:

The total funds required to undertake the project (excluding GST).

A detailed breakdown of your budget.

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A payment schedule against project deliverables.

Other supporting documentation

A brief profile of your organisation, its key features, and previous experience in similar projects. Real or

perceived conflicts of interest should be identified, together with a description of how these will be

managed.

Evidence of your organisation’s current professional indemnity and workers compensation insurance,

including amounts insured.

Names and contact details of two referees who have knowledge of the research ability of any proposed

consultants.

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4. Conditions of contract

Standard conditions

ABN

1. Tenderers must be registered for GST and provide their Australian Business Number (ABN) in their

proposal. SIRA will not enter into a contract with an applicant that does not have an ABN and is not

registered for GST.

Commencement and duration

2. The strategic research project must commence within two weeks from receiving ethics clearance for the

study from a recognised institutional ethics committee (if required).

3. The strategic research project will have a duration limit of four months from commencement.

Requirement to contract

4. The successful tenderer will be required to sign a contract with the State Insurance Regulatory Authority

(SIRA) for delivery of services (see Appendix for standard funding agreement clauses that may be

included).

5. Tenderers (including partners) must be legal entities with the capacity to contract. SIRA will only enter into

a contract with legal entities and tenderers may be asked to provide evidence of their legal status or

capacity to contract. If tenderers propose to contract in their capacity as trustees, such evidence may

include copies of the relevant trust deeds. Any evidence requested is to be provided within three working

days of the request.

6. No legal or other obligation shall arise between tenderers and SIRA or the NSW Government, unless and

until a contract has been executed.

7. Other conditions may be included in contractual arrangements, including but not limited to copyright of

products, options for varying, suspending or terminating the project, reporting and communication,

confidentiality, indemnity provisions and compliance with applicable laws.

Insurance

8. The successful tenderer will need to have public liability insurance for the period specified in the contract, in

order to receive funding. The cost of this may be included in the administrative expenses of the project budget.

Intellectual property

9. All data, findings, and evaluation reports and any other materials produced as part of this project are the

property of SIRA. All copyright and other intellectual property rights in respect of material created in

undertaking the project shall vest in and belong to SIRA.

Conflict of interest

10. Tenderers must comply with the requirements of the SRWS Statement of business ethics and must

disclose any conflicts of interests in their proposal.

11. If a tenderer, or any of its officers, employees, agents or sub-contractors is found to have:

a. offered any inducement or reward to any public servant or employee, agent or subcontractor of SIRA, or

the NSW Government, in connection with the submitted proposal

b. committed corrupt conduct in the meaning of the Independent Commission Against Corruption Act 1988

c. a record or alleged record of unethical behaviour; or not complied with the requirements of the SRWS

Statement of business ethics may result in the proposal not receiving further consideration.

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12. SIRA may, at its discretion, invite a relevant tenderer to provide written comments within a specified time

before they are excluded on the basis of Condition 11.

13. If SIRA becomes aware of improper conflict of interests by the successful tenderer after a contract has

been executed, then SIRA reserves the right to terminate the general conditions of contract that has been

made under it.

Procurement policy framework

14. In submitting a tender, the tenderer signifies agreement to comply with the goods and services procurement

policy framework. Failure to comply with the framework may be taken into account by SIRA when

considering proposals or any subsequent quotation, and may result in the tenderer being rejected.

Variance to process

15. SIRA and the NSW Government reserve the right to cancel, vary, supplement, replace or amend the

process set out in this document, any of its terms and any procedures or assessment criteria, at any time,

with notice in writing. To the extent permitted by law, tenderers will have no claim against SIRA or the NSW

Government with respect to the exercise or failure to exercise its rights.

Confidentiality of information

16. All information provided will be treated as confidential to the extent permitted by law.

Costs incurred

17. All costs and expenses incurred by tenderers that is in any way associated with the development,

preparation and submission of proposals will be borne entirely and exclusively by tenderers.

Provision of funds

18. Funds will be provided to successful applicants according to a predetermined and agreed payment

schedule and upon submission of a progress report and invoice.

Information required by tenderers

19. SIRA and the NSW Government make no warranty that the information provided in this brief is the sum

total of all information that is required by tenderers. There may be other information or documents that are

relevant. Tenderers must make their own enquiries and assessments of the information provided and any

further information or documents required.

Specific conditions

Management

The researcher/consultant will be directly responsible to the SIRA - Strategic Services project manager.

A project steering committee will oversee the project and provide relevant input. The steering committee will review

draft documents and provide comment. The researcher/consultant will subsequently address any concerns or

revisions raised by the steering committee.

The proposed researcher/consultant must be prepared to remain with the project until it is completed. SIRA

reserves the right to cancel an agreement where a grantee is unable to comply with this condition.

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Data

In the normal conduct of its core business activities SIRA gathers, generates and stores large amounts of data and

information.

SIRA is committed to the protection of the organisation’s data and information. Data may be released externally

when it supports SIRAs purpose to improve the economic growth, productivity and wellbeing of the NSW economy

by leading and managing systems to:

prevent, mitigate, and insure for, workplace injury risks

provide recovery and support services when injuries or illnesses covered by workers compensation

insurance occur.

Release of SIRA data is subject to strict legislative requirements and corporate governance procedures.

Confidentiality

The researcher/consultant shall not release the research findings, in whole or part, without the written consent of

SIRA, and shall be expected to enter into a confidentiality agreement with SIRA.

Any publicity and releases to the media concerning the research findings will be at the sole discretion of SIRA. The

researcher/consultant must not release information to the media on any matters relating to the project.

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5. Assessment of tenders

Overview of process

Strategic research tenders will be assessed in accordance with the following process:

Initial

assessment

Strategic Services completes an initial assessment.

Tenderers may be contacted if further information is

required.

Applications satisfying initial assessment are progressed to

the Research Assessment Panel (RAP).

Detailed

assessment

RAP convened to undertake detailed assessment of

proposals.

Shortlisted applicants are invited to interview with the RAP.

Assessment panel report and recommendations are

submitted to Executive Research Management Committee

(ERMC) for endorsement.

Approval

process

ERMC endorses recommendations and progresses for final

approval.

Research

initiation

Strategic Services liaises with successful applicant and Legal

Branch to put contract in place.

Initial assessment

The first step in the process for assessing strategic research applications is the initial assessment, which is

undertaken by the Planning, Performance and Research Unit of Strategic Services, SIRA. Applications are

checked to ensure that they are bona fide responses to the specified requirements and contain sufficient

information to warrant detailed assessment. Applications that fail this check will be excluded unless the deficiency

is considered to be minor and readily remedied by seeking additional information from the applicant.

The initial assessment checks for:

eligibility – is the applicant eligible to submit an application?

completeness – has the applicant electronically provided all the documentation that constitutes a complete

application, in the required format, by the due date?

Applications satisfying the above criteria may be progressed for detailed assessment by a research assessment panel.

Advice regarding the exclusion of an application, and the rationale for the exclusion, will be communicated to the

applicant at the conclusion of the assessment process, by email in the first instance and then by formal letter.

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Detailed assessment

Applications satisfying the initial assessment progress to a detailed assessment. This is undertaken by a research assessment panel (RAP) convened expressly for this purpose.

The RAP will be selected and structured to ensure technical, business and governance objectives are considered in assessing proposals. If required the panel may include experienced fellow research professionals as well as subject matter experts from industry or the community. In addition to scientific merit, the panel aims to assess the feasibility and likely impact of the proposed research.

The role of the RAP is to evaluate, score and rank each proposal and to make recommendations to the SIRA executive research management committee (ERMC) regarding successful applicants.

Assessment criteria

Research proposals will be assessed against the following standard criteria:

Criteria Indicator

Research capacity Researchers have appropriate credentials, relevant research background, good track record of

research management and recognised research profile.

There are sufficient numbers of personnel and other resources associated with the project to achieve

the stated objectives and the anticipated outcomes within the stipulated timeframes.

Understanding of

project aim

The applicant has demonstrated a clear understanding of the problem or opportunity to be addressed

by the research

The practical application and impact of the research outcomes is effectively explained.

Methodology The proposed approach reflects sound knowledge of current theory and practice and awareness of

previous or ongoing related research.

The methodology is scientifically and managerially sound

Assumptions and limitations are clearly identified.

The proposed sequence of work is appropriate.

Project planning The objectives and plan of operation appear to be sound.

The timetable appears to be readily achievable and will support the project to be finalised within the

stipulated timeframes.

Ethics clearance (where required) has been factored in to the timetable.

Risk management and contingency plans have been considered.

Evaluation plans facilitate the measurement of project progress and provide mechanisms for ongoing

evaluation of outcomes.

Budget The proposal includes a detailed budget breakdown .

The budget request is justifiable and costs are reasonable and necessary.

The total budget is adequate to carry out project activities and is cost effective.

For a joint project proposal, the shared budget is sufficiently detailed and explained clearly.

The requested budget represents value for money.

The following ‘value add’ criteria may also be used to rank proposals:

Innovation The approach adopted by the applicant will enable a significant move forward in relation to the focus

area.

The proposal reflects creative and original thinking.

The RAP determines those applicants to be progressed to shortlisting for interview, based on this detailed assessment. Funding recommendations are finalised following interview and a report is prepared for endorsement by the ERMC.

Once approval of funding recommendations has been received, the successful tenderer is notified in writing. Unsuccessful tenderers will also receive formal letters providing feedback where appropriate.

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Appendix: Standard funding agreement clauses

The following conditions may be included in contractual arrangements, including but not limited to SIRA ownership

of intellectual property and copyright of reports and products, options for varying, suspending or terminating the

project, reporting and communication, confidentiality, indemnity provisions and compliance with applicable laws.

1. Definitions and Interpretation

1.1 In this Agreement, unless the contrary intention appears:

"Aggregate Funding Cap" means the maximum GST exclusive amount (not exceeding the total Budget

for the Project) which may be payable by the Principal to the Recipient under this Agreement, as specified

in the Payment Schedule.

"Agreement" means this deed of agreement and includes any schedules and attachments.

"Agreement Commencement Date" means the date specified as such in Item 3 of the Agreement Details.

"Agreement Details" means the details contained in Schedule 1.

"Background IP" of a Party means any Intellectual Property Rights that are developed or owned by that

Party:

(a) prior to the Agreement Commencement Date; or

(b) independently of this Agreement.

"Budget" means the Budget specified in the Payment Schedule (Schedule 2 to this Agreement).

"Child Related Work" has the meaning given to that term in the Child Protection (Working with Children)

Act 2012.

"Confidential Information" of a Party means any information disclosed by that Party to the other Party,

whether before or after the Agreement Commencement Date that:

(a) is by its nature confidential;

(b) is designated as confidential; or

(c) the other Party knows or ought to know is confidential;

but does not include information which:

(d) is or becomes public knowledge other than by breach of this Agreement; or

(e) is in the lawful possession of the other Party without restriction in relation to disclosure before the

date of receipt of the information.

"Commercialise" means to exploit the results of the Project which are capable of being exploited

(including Project Material and any other Intellectual Property Rights created in the course of the Project)

in a manner that will be of benefit (including benefits other than in the form of financial gain) to the

Principal, the Recipient or to any other person.

"Event of Default" has the meaning given to this term in clause 16 of this Agreement.

"Funding" means the funding to be provided by the Principal to the Recipient on the terms of this

Agreement.

"GST" has the meaning as given in the GST Law.

"GST Law" means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"Instalment" means each part of the Funding payable on satisfactory achievement of the Payment Trigger

for that amount (subject to the Aggregate Funding Cap) as specified in the Payment Schedule.

"Intellectual Property Rights" includes patent, know-how, copyright, moral rights, design, semi-conductor

or circuit layout rights, trade mark, trade, business or company names or other proprietary rights and any

rights to registration of such rights, whether created before or after the Agreement Commencement Date,

in Australia or elsewhere.

"Party" means a party to this Agreement and "Parties" means both of them.

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"Payment Schedule" means the Schedule 2 to this Agreement.

"Payment Trigger" means the relevant trigger for the payment of an Instalment, as specified in the

Payment Schedule.

"Performance Obligation" means a performance obligation as defined in this Agreement.

"Personal Information" means:

(a) 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 an individual whose identity is

apparent or can reasonably be ascertained from the information or opinion; and

(b) health information for the purposes of the Health Records and Information Privacy Act 2002

(NSW).

"Personnel" in relation to a Party to this Agreement means the employees, officers, agents and

contractors of that Party and in relation to the Recipient includes volunteers and patients participating in

research.

"Principal's Representative" means the person named as such in the Agreement Details or such other

person the Principal may, from time to time, nominate in writing by giving notice to the Recipient.

"Probity Event" an event or occurrence which has or could have a material adverse effect on public

confidence in, and/or the integrity of:

(a) the source or reliability of any data underpinning any activities listed in the Project Plan; or

(b) any licence, clearance or consent obtained for the Project.

"Project" means the research project described in the Agreement Details and more fully described in the

Project Plan.

"Project Materials" means any material created during the Term, by or on the Recipient's behalf for the

purpose of the Project, including any reports produced as part of the Reporting Requirements, Supporting

Documentation, documents, software and data stored by any means.

"Project Plan" means the project plan in Schedule 3, with changes as may be approved by the Principal

from time to time.

"Project Start Date" means the date on which the Recipient commences the Project as specified in Item 3

of the Agreement Details.

"Reporting Requirements" means the reporting requirements specified in Schedule 4.

"Recipient's Representative" means the person named as such in the Agreement Details or such other

person as the Recipient may, from time to time, nominate in writing by giving notice to the Principal.

"Special Conditions" means such special conditions as may be specified in Item 13 of the Agreement

Details.

"Specified Personnel" means the persons specified as such in the Agreement Details.

"Specified Purpose" means the specified purpose described as such in the Agreement Details.

"Supporting Documentation" means the relevant supporting documentation, as specified in the Payment

Schedule.

"Tax Invoice" has the same meaning as given in the GST Law.

"Term" means the period commencing on the Agreement Commencement Date and ending on the earlier

of:

(a) the completion of the Project; or

(b) the termination of this Agreement in accordance with its terms.

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"Working with Children Clearance" has the meaning given to that term in the Child Protection (Working

with Children) Act 2012.

1.2 In this Agreement, unless the contrary intention appears:

(a) References to legislation. A reference to legislation (including subordinate legislation) is a

reference to that legislation as amended, consolidated, re-enacted or replaced, and includes any

subordinate legislation issued under it.

(b) Reconstitution of a Party. A reference to an entity or body (including a statutory body) ("the original

body") which has ceased to exist or has been reconstituted, amalgamated or merged, or the

functions of which have become exercisable by any other entity or body in its place ("the new

body"), shall be taken to refer to the new body which now exercises the functions of the original

body.

(c) Time Limits. Where any time limit pursuant to this Agreement falls on a Saturday, Sunday or

Public Holiday in the State of New South Wales then that time limit will be deemed to have expired

on the next business day.

(d) Grammatical forms. Where a word or phrase is given a defined meaning any other part of speech

or other grammatical forms of that word have, unless the context otherwise requires, a

corresponding meaning.

(e) Rules of Construction. No rule of construction operates to the detriment of a Party only because

that Party was responsible for the preparation of this Agreement or any part of it.

(f) Actions by the Principal. Where there occurs a reference to the doing of anything by the Principal

including giving any notice, consent, direction or waiver, this may be done by any duly authorised

officer of the Principal.

(g) Joint Obligations. Where a Party is comprised of more than one person, each obligation of that

Party will bind those persons jointly and severally and will be enforceable against them jointly and

severally.

(h) Headings. The table of contents and headings in this Agreement are for convenience only and do

not affect the interpretation of this Agreement.

(i) Reasonableness. Where the Principal is required to act reasonably in the performance of this

Agreement, that shall be read as a requirement to act as would a party in the position of the

Principal which is acting reasonably in its own best interests.

(j) References to groups. A reference to a group of persons is a reference to all of them collectively,

to any two or more of them collectively and to each of them individually.

(k) References to persons. Persons will the taken to include any natural or legal person.

(l) Monetary Amounts. Monetary references are references to Australian currency.

(m) Clause numbering. A reference to "this clause" is a reference to the whole clause as identified by

the first level clause number such as X rather than X.X, unless specified otherwise.

2. Provision of Funding

2.1 The Principal will provide the Funding to the Recipient for the Specified Purpose in accordance with and

subject to the terms of this Agreement.

3. Term

3.1 This Agreement commences on the Agreement Commencement Date and will continue for the Term.

4. Performance Obligations

4.1 Each obligation described in this clause 4 is a Performance Obligation for the purposes of this

Agreement.

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Budget and Specified Purpose

4.2 The Recipient must at all times during the Term use the Funding:

(a) for the Specified Purpose; and

(b) in accordance with the Budget.

Reporting Requirements

4.3 The Recipient must, at all times during the Term, comply with the Reporting Requirements.

Project Timeframes

4.4 The Recipient must:

(a) commence the Project no later than the Project Start Date or such later time as approved by the

Principal in writing;

(b) notify the Principal immediately:

(i) of any delay or likely delay in the commencement of the Project beyond the Project Start

Date; or

(ii) if the Project has been inactive for a period of thirty (30) consecutive days or more,

(c) conduct the Project in accordance with the Project Plan and any reasonable directions given by the

Principal from time to time; and

(d) complete the Project, or cause the Project to be completed, within the timeframe specified in the

Project Plan.

Licences clearances and consents

4.5 The Recipient must hold and keep current all rights and consents as required to conduct the Project and

otherwise fulfil its obligations under this Agreement, including, where the Project involves research in

humans:

(a) all relevant Human Research Ethics Committee approvals for the Project;

(b) consents from guardians or trustees of any person subject to guardianship orders; and

(c) parental consents in respect of any minor.

4.6 Without limiting clause 4.5, where any activities in connection with the Project involve Child Related Work

by any of the Recipient's Personnel, the Recipient must procure that each such Personnel:

(a) hold and maintain a Working with Children Check Clearance; and

(b) provide all relevant personal details (including full name, date of birth and Working with Children

Clearance number or application number for such clearance) as may be required to enable the

Recipient and the Principal to verify the Working with Children Clearance status of the Recipient's

Personnel.

4.7 The Recipient must on request produce satisfactory evidence to the Principal that all of the rights,

consents and clearances referred to in clauses 4.5 and 4.6 have been obtained and are current.

Commercialisation

4.8 The Recipient may Commercialise the results of the Project with the Principal's prior written consent

which consent may be:

(a) granted;

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(b) withheld; or

(c) granted on conditions,

in the Principal's absolute discretion.

Residual costs of the Project

4.9 For the avoidance of doubt and without limiting the Recipient's responsibilities under this Agreement or

otherwise, the Recipient is responsible for all costs of, and associated with, the Project and must:

(a) contribute funds to, or arrange for funding by a third party for, the Project which together with the

Funding is sufficient to meet all costs and expenses relating directly or indirectly with the Project;

and

(b) immediately notify the Principal if it is unable to comply with this requirement.

Specified Personnel

4.10 The Recipient must ensure that Specified Personnel undertake work in respect of the Project in

accordance with the Project Plan. Where any Specified Personnel is unable to work on the Project for

any reason, the Recipient must notify the Principal immediately and provide replacement personnel with

comparable skill and experience at the earliest opportunity. All substitute personnel must be approved in

writing by the Principal prior to commencing work on the Project.

Special Conditions

4.11 The Recipient must comply with the Special Conditions specified in the Agreement Details (if any).

Compliance with accessibility and anti-discrimination laws

4.12 The Recipient must comply and ensure that its Personnel comply with:

(a) all requirements relating to occupational health and safety (including without limitation, the Work

Health and Safety Act 2011); and

(b) all relevant anti-discrimination requirements (including without limitation, the Anti-Discrimination Act

1977).

4.13 Without limiting the obligations under clause 4.12(b), the Recipient must ensure that the Premises and

any other location at which the Project is conducted is accessible to persons with disabilities and comply

with all statutory requirements, standards, planning approvals and certifications applicable to such

access.

Conflict of interest

4.14 The Recipient warrants that at the date of this Agreement, none of its Personnel involved or proposed to

be involved in the Project have a conflict of interest. The Recipient undertakes to notify the Principal, in

writing, immediately upon becoming aware of the existence, or possibility, of a conflict of interest in

respect of its Personnel and agrees to comply with any reasonable directions of the Principal to

appropriately manage the conflict of interest, within the time frame stipulated by the Principal in writing.

5. Funding

Conditions precedent to payment

5.1 The payment of Funding or any part of the Funding under this Agreement is conditional on:

(a) funding being available for the relevant purposes in the relevant statutory fund; and

(b) the Recipient meeting each and every Performance Obligation to the Principal's satisfaction.

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Funding through Instalments

5.2 Subject to the terms of this Agreement, the Principal will pay to the Recipient each Instalment as and

when the Payment Trigger for that amount is achieved to the Principal's satisfaction.

Right to withhold Funding

5.3 Without limiting the Principal's rights under this Agreement, if:

(a) the Recipient fails to comply with one or more of its Performance Obligations to the Principal's

satisfaction;

(b) the Principal has a reasonable basis to believe that a Performance Obligation will not be met;

(c) any other condition precedent to payment of the Funding is not, or ceases to be, met; or:

(i) at the Principal's discretion, an audit of any matter relating to the Project or the

performance of this Agreement is conducted on the terms of this Agreement; and

(ii) the results of this audit indicate that the Recipient has not fully complied with each and

every term of this Agreement or has otherwise misled the Principal whether before or

after the date of this Agreement,

the Principal may, upon notice, withhold payment of the Funding (or any part of it) until:

(d) the Recipient fully performs each and every Performance Obligation to the Principal's satisfaction;

(e) the Principal is otherwise satisfied that the Performance Obligations will be met by the Recipient in

accordance with this Agreement; or

(f) all other conditions precedent to payment of the Funding are otherwise met to the Principal's

satisfaction.

Aggregate Funding Cap

5.4 Notwithstanding any other provision of this Agreement, if at any time, the sum of:

(a) all amount(s) paid by the Principal to the Recipient; and

(b) any amounts withheld,

under this Agreement, is equal to or exceeds the amount of the Aggregate Funding Cap, the Recipient:

(c) will not be entitled to any further payments from the Principal under this Agreement;

(d) must immediately notify the Principal of this fact; and

(e) must, upon request by the Principal, immediately repay to the Principal any excess amount.

6. Procedure for claiming payment

6.1 Subject to the terms of this Agreement, the Principal will pay each Instalment to the Recipient within 30

days of receipt of a correctly rendered Tax Invoice.

6.2 A Tax Invoice will be correctly rendered if:

(a) it is complete and accurate in every particular; and

(b) is accompanied by:

(i) the Supporting Documentation applicable for the Instalment; and

(ii) such other documentation as may be requested by the Principal which evidences to the

Principal's satisfaction that the Payment Trigger for the Instalment has been achieved.

6.3 The Principal will make payments to the Recipient by cheque or direct credit to an account, as notified by

the Recipient from time to time.

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6.4 The Principal may deduct from the amounts otherwise payable to the Recipient under this Agreement any

amount due from the Recipient to the Principal under this Agreement.

7. GST

7.1 Unless otherwise indicated, all consideration for any supply under this Agreement is exclusive of any GST

imposed in relation to the supply.

7.2 If,

(a) despite any other provision of this Agreement, GST is imposed on any supply by the Recipient to

the Principal under this Agreement; and

(b) the Principal is or will be entitled to receive an input tax credit (as defined in GST Law) in relation to

that supply,

the Principal will pay to the Recipient an additional amount equal to the GST imposed on that supply, at

the time and in the manner payment is otherwise payable under this Agreement in relation to that supply.

7.3 The Recipient must be registered under the GST Law at the time of making any supply under this

Agreement on which GST is imposed.

7.4 If the Recipient is not registered under the GST Law as required under the immediately preceding

subclause, the Recipient will not be entitled to receive any additional amount as provided under this

clause (GST).

7.5 If for any reason the Principal pays to the Recipient an amount under this clause (GST) which is more

than the GST imposed on the supply, the Recipient must repay the excess to the Principal on demand or

the Principal may set off the excess against any other amounts due to the Recipient.

7.6 If one party to this Agreement ("payer") is required to indemnify or reimburse another party ("payee") for

any cost, loss or expense incurred by the payee, the requirement to pay does not extend to any part of

the cost, loss or expense that is recoverable by the payee (or an entity grouped with the payee for GST

purposes) as an input tax credit.

8. Reports

8.1 The Recipient must:

(a) submit reports to the Principal as specified in the Reporting Requirements; and

(b) on request, submit to the Principal within the timeframe stipulated by the Principal, any other

information or reports that may be necessary to establish, to the Principal's satisfaction, that the

Performance Obligations have been or are being satisfied by the Recipient in accordance with this

Agreement.

8.2 The Principal may use any report or information received from the Recipient in the course of any activities

within the Principal's functions for monitoring and evaluation purposes subject to compliance with its

confidentiality obligations as set out this Agreement.

8.3 If a report or any information submitted by the Recipient is not satisfactory to the Principal, the Principal

may, by notice to the Recipient, require the Recipient to submit a revised report satisfactory to the

Principal within 30 days of receipt of notice.

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9. Review

9.1 The Recipient acknowledges that the Principal will maintain regular contact with the Recipient to monitor

the implementation of this Agreement. Unless specified otherwise in the Special Conditions, there must

be at least one contact in each quarter during the Term.

9.2 Regular contact may include:

(a) contact by telephone;

(b) in writing (including via email); and

(c) at meetings,

between the Principal's Representative and the Recipient's Representative at such times, frequency or

intervals as is reasonable given the length of the Project, at the Principal's discretion and as may be

further specified in the Special Conditions.

10. Access and audits

10.1 Without derogating from any other rights under this Agreement, the Recipient must at all reasonable

times give the Principal and/or its appointee full and free access to inspect:

(a) the conduct of the Project;

(b) the Premises and any other location at which the Project is conducted or located; and

(c) all accounts, record and documents relating directly or indirectly to the performance of this

Agreement.

10.2 The Principal may, at any time during the Term and for a period of 12 months after the Term:

(a) conduct itself;

(b) require the Recipient to arrange for an independent auditor (approved by the Principal) to conduct,

an audit of any matter relating to the Project or the performance of this Agreement as directed by the

Principal, including without limitation for the purpose of verifying any information provided to the Principal

in the course of this Agreement and the Recipient shall provide such person(s) with access on same

terms as described in this clause 10 (Access and audits).

10.3 The auditor may take copies of any records or documents that the auditor considers relevant to the audit.

10.4 The Principal may appoint an independent person to assist any audit under this Agreement.

10.5 The costs of conducting an audit will be borne by the Principal unless the results of the audit indicate that

the Recipient has not complied with the terms of this Agreement or has otherwise misled the Principal, in

which case the cost of the audit will be borne by the Recipient.

11. Indemnity and release

11.1 The Recipient shall at all times indemnify, hold harmless and defend the Principal and its officers,

employees and agents ("those indemnified") from and against any liability or loss (including reasonable

legal costs and expenses), which may be suffered or incurred by any of those indemnified, arising directly

from:

(a) any infringement or alleged infringement of any Intellectual Property Rights arising from the

activities of the Project;

(b) any act or omission of the Recipient or any member of its Personnel resulting in personal injury to,

or the death of, any person;

(c) any act or omission of the Recipient or any member of its Personnel resulting in loss of, or damage

to, property.

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11.2 The Recipient's liability to indemnify those indemnified under this Agreement shall be reduced

proportionally to the extent that any unlawful, wrongful, wilful or negligent act or omission of those

indemnified caused or contributed to the liability or loss.

11.3 The indemnity contained in this clause 11 is a continuing obligation of the Recipient separate and

independent of any other responsibility of the Recipient and will continue beyond the Term.

11.4 The Recipient agrees to release and discharge those indemnified from any action, proceedings, claim or

demand which, but for this provision, might be brought against or made upon those indemnified.

12. Insurance

12.1 Without limiting the Recipient's obligations under this Agreement, the Recipient must effect and maintain,

at its expense:

(a) broad form public liability insurance with a reputable insurance company in the amount of not less

than the insured amount as specified in the Agreement Details in respect of each and every

occurrence and unlimited in the number of such occurrences over any one period of cover, during

the Term and for an additional period after expiry or termination of this Agreement, such additional

period being specified in the Agreement Details;

(b) workers' compensation insurance in accordance with applicable legislation in respect of all

employees of the Recipient and unlimited in the number of such occurrences over any one period

of cover throughout the Term;

(c) professional liability or "errors and omissions" insurance with a reputable insurance company in the

amount of not less than the insured amount specified in the Agreement Details in respect of each

and every occurrence and unlimited in the number of such occurrences over any one period of

cover during the Term and for an additional period after expiry or termination of this Agreement,

such additional period being specified in the Agreement Details; and

(d) such other insurance with a reputable insurance company as would prudently be insured against

by a person carrying on a similar Project to the Recipient during the Term and for an additional

period after expiry or termination of this Agreement, such additional period being specified in the

Agreement Details.

12.2 The Recipient must on request, produce satisfactory evidence to the Principal that any or all of the

insurance policies required under this Agreement are current.

12.3 The Recipient must immediately notify the Principal of any lapse in or suspension, or imposition of

conditions in respect of, cover under any insurance policy required under this Agreement.

12.4 If the Recipient fails to satisfy its obligations under this clause 12 (Insurance), the Principal is entitled, at

its discretion, to suspend Funding in accordance with clause 5.3 or to terminate this Agreement in

accordance with clause 18.

13. Confidentiality and privacy

Confidentiality

13.1 A Party ("Receiving Party") must keep the Confidential Information of the other Party ("Disclosing Party")

in confidence and must not disclose any such information to any person without the prior written consent

of the Disclosing Party, other than as provided in this Agreement.

13.2 A Receiving Party may disclose the Confidential Information of the Disclosing Party:

(a) to the Receiving Party's Personnel and its legal and professional advisers provided that the

Receiving Party ensures that the recipient:

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(i) keeps the Confidential Information confidential; and

(ii) does not use this information except for the purposes of this Agreement,

the Recipient acknowledges and agrees that for the purposes of this clause 13, the Principal's

professional advisers include any person appointed by the Principal to inspect, review and/or audit

any matter relating to the Project or this Agreement;

(b) if required by:

(i) law, including the Government Information (Public Access) Act 2009;

(ii) Government policy; or

(iii) Parliamentary process.

13.3 Where the Recipient discloses Confidential Information of the Principal to the Recipient's Personnel, the

Recipient must, if the Principal requires it, procure that each of its Personnel execute a deed of

confidentiality and privacy in the form of the deed set out in Schedule 5 and deliver such executed deeds

to the Principal within 30 days or such other time as the Principal may allow.

Privacy

13.4 Where the Recipient has access to Personal Information in order to perform its obligations under this

Agreement, the Recipient must:

(a) ensure it complies with the Privacy Act 1988 (Cth);

(b) not do or permit anything which would cause the Principal to be in breach its obligations pursuant

to:

(i) the Privacy and Personal Information Protection Act 1998 (NSW);

(ii) the Health Records and Information Privacy Act 2002 (NSW); and

(iii) any other applicable privacy legislation, regulations, privacy principles and codes, as

amended from time to time,

(c) ensure the Personal Information held by the Recipient is protected against loss and against

unauthorised access, use, modification and disclosure and other misuse;

(d) not remove Personal Information out of Australia or allow it to be accessed from outside Australia;

(e) not use the Personal Information other than for the purposes of the Project without the prior written

consent of the Principal, unless required or authorised by law;

(f) not disclose the Personal Information without the prior written consent of the Principal, unless

required or authorised by law;

(g) ensure that access to Personal Information is restricted to those of its Personnel who require

access to conduct the Project or perform this Agreement;

(h) ensure that its Personnel comply with the same obligations imposed on the Recipient under this

clause 13;

(i) immediately notify the Principal if the Recipient becomes aware:

(i) that a disclosure of Personal Information is or may be required or authorised by law; or

(ii) of any breach of this clause 13,

(j) upon request by the Principal, obtain from its Personnel a deed of confidentiality and privacy in the

form of the deed set out in Schedule 5; and

(k) comply with such other privacy and security measures as the Principal reasonably advises the

Recipient in writing from time to time.

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14. Intellectual Property

14.1 Unless expressly provided otherwise, nothing in this Agreement affects a Party's ownership in

Background IP.

14.2 All Intellectual Property Rights in the Project Materials vest on creation in the Principal or are otherwise

hereby assigned by the Recipient to the Principal.

14.3 Where the Recipient is unable to comply with clause 14.2 because it does not own any of those

Intellectual Property Rights, the Recipient must, at no cost to the Principal, procure for the Principal a

perpetual licence including the right to sub-license, to use, reproduce, communicate to the public and

adapt for its own purposes all those Intellectual Property Rights.

14.4 The Recipient hereby warrants that it is the owner of, or otherwise entitled to provide the Background IP

that it makes available to the Project. The recipient grants to the Principal a perpetual, non-exclusive,

royalty free licence to use, reproduce, communicate to the public and adapt the Background IP

incorporated in the Project Materials, for all purposes.

14.5 The Principal grants to the Recipient, a perpetual, non-exclusive, royalty free, limited licence to use,

reproduce, communicate to the public and adapt the Intellectual Property Rights in the Project Materials,

solely for the Recipient's academic purposes including teaching, publishing, presentation in conferences

and research.

14.6 The Recipient must hold, or obtain, consents from all authors of:

(a) the Project Materials to its use and adaptation by the Recipient, the Principal and the Principal's

sub-licensees, without restriction; and

(b) the Background IP to its use, reproduction, communication and adaption by the Principal in

accordance with the licence granted by this Agreement and to its use and adaptation by the

Recipient and the Recipient’s sub-licensees for the purpose of the Project;

and without any requirement to attribute the Project Materials to its authors (except such consents shall

not be for false attribution of authorship).

15. Change in Ownership

15.1 If the Recipient is a company, the Recipient must not, without the prior written consent of the Principal,

during the Term, effect any change in its share capital where as a consequence of this change:

(a) there is a change in the effective "control" of the Recipient, as this term is defined in the

Corporations Act 2001 (Cth);

(b) the majority of the issued shares in the Recipient are:

(i) registered in the names of persons who are not resident in Australia;

(ii) in the name of companies which are not incorporated in Australia or if incorporated in

Australia have a majority of issued shares registered in the names of persons who are

not resident in Australia;

(iii) owned directly or indirectly by persons who are not resident in Australia;

(c) the Recipient is deemed to be "subsidiary" of another company within the meaning of the

Corporations Act 2001 (Cth).

16. Events of Default

By the Recipient

16.1 The Recipient commits an Event of Default under this Agreement if:

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(a) the Recipient commits a material breach of this Agreement (which includes, but is not limited to,

any failure to comply with one or more of its Performance Obligations, which in all cases will be

deemed a material breach) and in the Principal's opinion that breach is not capable of being

remedied to the Principal's reasonable satisfaction;

(b) the Recipient commits a material breach of this Agreement (which includes, but not limited to, any

failure to comply with one or more of its Performance Obligations, which in all cases will be

deemed a material breach) and fails to remedy the breach to the Principal's reasonable

satisfaction within twenty-one (21) days of receiving a notice of default from the Principal or such

longer period that the Principal may reasonably allow having regard to the nature of the breach and

a reasonable time to remedy it;

(c) the Recipient is a company and the Recipient effects a change in the ownership of its shares other

than in accordance with this Agreement;

(d) a conflict of interest arises in relation to the existence or the subject matter of this Agreement and

the Recipient fails to comply with its obligations under this Agreement in relation to the

management of such a conflict;

(e) the Recipient is a natural person and the Recipient is declared bankrupt or bankruptcy proceedings

have commenced against the Recipient or it becomes subject to any form of insolvency

administration;

(f) the Recipient is the subject of proceedings or investigations commenced or threatened by the

Independent Commission Against Corruption, the police or similar public body;

(g) a Probity Event occurs, which is not:

(i) addressed within the period notified by the Principal to the Recipient; or

(ii) in the Principal's reasonable view, capable of being addressed,

to the Principal's reasonable satisfaction;

(h) the Recipient breaches its confidentiality obligations under this Agreement.

By the Principal

16.2 The Principal commits an Event of Default under this Agreement if the Principal fails to pay the Funding in

accordance with the terms of this Agreement and fails to rectify any such failure this within 2 months of

receiving a notice of default from the Recipient.

Material Non-compliance

16.3 Each Party acknowledges that more than one failure to comply with a particular obligation under this

Agreement may constitute a material breach of that obligation for the purposes of this clause 16 (Events

of Default).

17. Termination for convenience

17.1 The Principal may, at any time, terminate this Agreement for convenience by giving three (3) months'

notice to the Recipient, without the need to give reasons and without incurring any liability for such

termination, such termination being effective upon expiry of this time period.

17.2 If the Principal exercises its right to terminate for convenience:

(a) the Principal will pay the Recipient any Installment, on provision of a correctly rendered Tax

Invoice, which is payable in relation to a Payment Trigger which has been achieved prior to the

date of termination less any amount payable by the Recipient to the Principal under this clause

(Termination for convenience);

(b) the Principal will reimburse the Recipient its unavoidable reasonable costs and expenses directly

incurred as a result of termination provided that any claim by the Recipient:

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(i) is limited to the amount of the cap on reimbursable unavoidable costs in the event of

termination for convenience, as specified in the Agreement Details;

(ii) is supported by satisfactory written evidence of the costs claimed; and

(iii) will be in total satisfaction of the liability of the Principal to the Recipient in respect of this

Agreement and its termination;

(c) the Recipient must do everything reasonably possible to prevent or mitigate any losses resulting to

the Recipient from the termination;

(d) if the Principal paid any amount to the Recipient for the Specified Purpose which at the date of

termination has not been expended by the Recipient for that Specified Purpose:

(i) the Recipient must refund to the Principal any such amount, within seven (7) days of

termination of this Agreement; and

(ii) the Principal may recover in an appropriate court the balance of any amount not refunded

as a debt due and payable by the Recipient to the Principal.

18. Termination for cause

18.1 Either Party may, by giving notice, immediately terminate this Agreement, if the other Party commits an

Event of Default.

18.2 If the Principal exercises its right to terminate for cause, the Recipient must repay to the Principal the

whole or any part of the Funding which remains unspent or uncommitted by the Recipient at the date of

termination, within 30 days of the notice.

18.3 Any payment claimed by the Principal from the Recipient under this clause 18 (Termination for cause) will

be a debt due and owing by the Recipient to the Principal.

19. Upon termination

19.1 The Recipient must, except to the extent agreed between the Parties in writing, deliver to the Principal,

within seven (7) days of termination or expiry of this Agreement:

(a) all Project Materials, de-identified aggregate data, Project methodologies and any reports due to

the Principal under this Agreement or otherwise requested by the Principal, subject to any

reasonable ethics approval conditions; and

(b) all Confidential Information of the Principal used by the Recipient or its Personnel or otherwise in

their possession and all copies of such information,

subject to all such Confidential Information and Project Materials being de-identified to exclude any

Personal Information.

19.2 For the avoidance of doubt, upon termination or expiry of this Agreement the Recipient will not be entitled

to any further payments under this Agreement, notwithstanding that the amount paid to the Recipient

could be less than any applicable Instalment or the Aggregate Funding Cap specified in this Agreement.

19.3 Any termination of this Agreement by the Principal is without prejudice to any accrued rights or remedies

of the Principal.

19.4 The Recipient must for a minimum period of six (6) years following the expiration or termination of this

Agreement, keep all operational records and project data relating to the Project securely and in a form

and manner as to facilitate any access, inspection and/or audit under this Agreement.

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20. Dispute Resolution

20.1 The Parties must attempt to settle any dispute in relation to this Agreement in accordance with this clause

20 (Dispute Resolution) before resorting to court proceedings or other dispute resolution process.

(a) A Party claiming that a dispute has arisen, must give written notice of the dispute to the other Party.

On receipt of this notice the Parties must within 14 days of receipt seek to resolve the dispute.

(b) If the dispute is not resolved within this 14 day period or within such further period as the Parties

agree in writing then the dispute is to be referred to the Australian Commercial Dispute Centre

("ACDC") for mediation.

(c) The mediation shall be conducted in accordance with the ACDC Mediation Guidelines which set

out the procedures to be adopted, the process of selection of the mediator and the costs involved.

(d) If the dispute is not settled within 28 days (or such other period as agreed to in writing between the

Parties) after appointment of the mediator, or if no mediator is appointed within 28 days of the

referral of the dispute to mediation, the Parties may pursue any other procedure available at law for

the resolution of the dispute.

(e) If the Principal requests it, the Recipient must continue performing this Agreement while a dispute

is being dealt with in accordance with this clause 20, other than such obligations (or part thereof)

which are the subject of the dispute, to the extent practicable to do so.

(f) Nothing in this clause 20 (Dispute Resolution) will prevent either Party from seeking urgent

interlocutory relief.

21. Public relations

Publicity

21.1 The Recipient must not during the Term make any press release or other public announcement in relation

to the Project or the Funding, or cause any such release or announcement to be made unless it has:

(a) provided the Principal with a copy of the proposed release or announcement; and

(b) obtained the Principal's consent to the release or announcement.

21.2 The Recipient must during the Term acknowledge the Funding and the Principal in any public statements

about the Project, including at any official opening of the Project.

21.3 The Principal may publicise the awarding of the Funding at any time after it is awarded. Without limiting

the preceding, the Principal may publicise any of the following details:

(a) the name of the Recipient;

(b) the names of Specified Personnel;

(c) the amount of the Funding;

(d) the title and brief description of the Project; and

(e) the location (such as town or State) where the Project is being undertaken.

21.4 If required by the Principal, the Recipient agrees to provide the Principal with material for the preparation

by the Principal of a case study on the Recipient and the Project, excluding any information agreed to be

confidential or commercially sensitive.

21.5 Any publicity or publications pursuant to this clause 21 must contain a statement to the effect that the

views expressed are not the views of the Principal.

22. Notices

22.1 A notice under this Agreement must be:

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(a) in writing, directed to the representative of the other Party as specified in the Agreement Details;

and

(b) forwarded to the address, facsimile number or the email address of that Party's representative as

specified in the Agreement Details or the address last notified by the intended recipient to the

sender.

22.2 A notice under this Agreement will be deemed to be served:

(a) in the case of delivery in person - when delivered to the recipient's address for service and a

signature received as evidence of delivery;

(b) in the case of delivery by post - within three business days of posting;

(c) in the case of delivery by facsimile - at the time of dispatch if the sender receives a transmission

report which confirms that the facsimile was sent in its entirety to the facsimile number of the

recipient; and

(d) in the case of delivery by email - on receipt of confirmation by the sender that the recipient has

received the email.

22.3 Notwithstanding the provisions of this clause 22 (Notices), if delivery or receipt of a communication is on a

day which is not a business day in the place to which the communication is sent or is later than 5 pm

(local time in that place) it will be deemed to have been duly given or made at 9 am (local time at that

place) on the next business day in that place.

23. Variations

Change within scope of the Project

23.1 In the event the Principal requires a change to the Project, whether on request from the Recipient or

otherwise, the Principal will inform the Recipient of the change requirement or variation in the form of a

change notice ("Change Notice"). The changes set out in the Change Notice shall be deemed to apply

from the date of the Change Notice or such other date as the Principal may reasonably specify in the

Change Notice.

24. Miscellaneous

Assignment and sub-contracting

24.1 The Recipient must not assign, sub-contract or otherwise transfer any right or obligation under this

Agreement without the Principal's prior written consent which may be either:

(a) granted;

(b) withheld; or

(c) granted on conditions,

in the Principal's absolute discretion.

24.2 Any approval granted by the Principal pursuant to clause 24.1 will not:

(a) relieve the Recipient from its obligations under this Agreement;

(b) create any contractual relationship between the Principal and the assignee or sub-contractor.

24.3 Prior to any employee, officer or contractor of the assignee or sub-contractor commencing work on the

Project, the Recipient must obtain and deliver to the Principal a written assignment from that person to

the Principal of all Intellectual Property Rights created by that person in the course of that person working

on the Project.

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24.4 The terms of any sub-contract between the Recipient and approved sub-contractor must include

termination provisions which are no less favourable to the Recipient than the Principal's termination rights

under this Agreement.

Writing

24.5 All amendments to this Agreement and all consents, approvals, waivers and agreements made under or

pursuant to this Agreement must be evidenced in writing.

Consents

24.6 A Party may give its consent, approval or waiver conditionally or unconditionally or may withhold its

consent, approval or waiver in its absolute discretion, unless this Agreement specifically provides

otherwise.

Non-waiver

24.7 No failure or delay by the Principal in exercising any right, power or remedy under this Agreement and no

course of dealing or grant by the Principal to the Recipient of any time or other consideration, will operate

as a waiver of the breach or a default by the Recipient. Any waiver by the Principal of a breach of this

Agreement will not be construed as a waiver of any further breach of the same or any other provision.

Entire agreement

24.8 This Agreement constitutes the entire agreement and understanding between the Parties as to the

subject matter of this Agreement. Any prior arrangements, representations or undertakings as to the

subject matter of this Agreement are superseded.

Inconsistency

24.9 In the event of an inconsistency between the terms of this Agreement, for the purpose only of resolving

the inconsistency, the documents that comprise this Agreement are to be considered in the following

order of decreasing priority:

(a) The operative provisions of this Agreement.

(b) Schedule 1.

(c) Schedule 2.

(d) The other attachments.

Survival

24.10 The following clauses in this Agreement shall survive termination, expiry or repudiation of this Agreement:

(a) Reports (clause 8);

(b) Access and audits (clause 10);

(c) Indemnity and release (clause 11);

(d) Insurance (clause 12);

(e) Confidentiality and privacy (clause 13);

(f) Intellectual Property (clause 14);

(g) Consequences of termination (clause 19);

(h) Dispute resolution (clause 20);

(i) Public relations (clause 21);

(j) any clauses dealing with the commercial exploitation of the results of the Project (including Project

Materials and any other Intellectual Property Rights created in the course of the Project); and

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(k) any other provision of this Agreement which by its nature should survive termination the

Agreement.

Legal advice and costs

24.11 Each Party acknowledges that in relation to this Agreement:

(a) it has received legal advice or has had the opportunity to obtain legal advice; and

(b) it will bear its own costs incurred in relation to this Agreement.

Severability

24.12 If any part of this Agreement is prohibited, void, voidable, illegal or unenforceable, then that part is

severed from this Agreement but without affecting the continued operation of the remainder of the

Agreement.

Relationship

24.13 Neither Party is an employee, agent, partner, officer, joint-venturer or legal representative of the other for

any purpose.

Representations

24.14 The Recipient and the Principal are independent contractors and nothing in this Agreement shall be

deemed to constitute the Principal or any Personnel of the Principal as an officer, employee, agent,

contractor or partner of the Recipient.

24.15 The Recipient shall not represent itself, and shall ensure that all of its Personnel engaged in the

performance of this Agreement, do not represent themselves as being employees or agents of the

Principal unless such representation is specifically authorised in writing by the Principal.

Counterparts

24.16 This Agreement may be executed by counterparts by the respective Parties, which together will constitute

one deed of agreement.

Applicable law

24.17 This Agreement is governed by, and must be construed in accordance with, the laws in force in the State

of New South Wales.

Governing jurisdiction

24.18 Each Party submits to the exclusive jurisdiction of the Courts exercising jurisdiction in the State of New

South Wales and the courts of appeal therefrom.

State Insurance Regulatory Authority, 92-100 Donnison Street, Gosford, NSW 2250

Locked Bag 2906, Lisarow, NSW 2252 | Customer Service Centre 13 10 50

Website sira.nsw.gov.au