Procure IT Modules

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PROCURE IT AGREEMENT
VERSION 2.1.3

[FOUR]

MODULES
Version 2.1.3

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MODULE 01 HARDWARE ACQUISITION AND INSTALLATION
Version 2.1.3

1. INTERPRETATION
1.1 The terms and conditions included in this Module 1 form part of the Contract and apply when a
Customer places an Order for Hardware.

1.2 In this Module, unless the contrary intention appears:

Bundled Software means firmware, embedded software and any other software product provided by
the Contractor with the Hardware (other than to the extent software products are licensed under a
separate Module or Order).

Hardware means the Product specified in the Order, and includes each individual item, unit or
component of Hardware (including Bundled Software).

Integration or Integrate in respect of the Hardware includes the implementation and setting to work
of the Hardware with or within the Customers existing hardware and software environment so that it is
ready for use by the Customer and complies with all relevant functional and performance requirements
specified in the Contract Specifications.

Load and Performance Requirements means, where applicable, that part of the Contract
Specifications detailing the performance levels required and the anticipated memory requirements of the
software application(s) that will be installed on the Hardware.

1.3 Other capitalised words and expressions used in this Module are defined in Part 2 of the Agreement.

2. DELIVERY AND INSTALLATION OF THE HARDWARE
2.1 Unless otherwise specified in the Order, the Contractor must install and demonstrate the use of the
Hardware in accordance with the Contract Specifications.

2.2 Unless otherwise specified in the Order, the Contractor must by the AAD for the Hardware, remove all
packing materials used for the delivery of the Hardware to the Site.

2.3 Unless otherwise specified in Schedule 3, all Hardware provided by the Contractor must be newly
manufactured, and reconditioned or used items must not be provided to the Customer.

2.4 Risk in and title of each item of Hardware passes on acceptance of that item of Hardware to the
Customer.

2.5 The Contractor grants to the Customer a non-exclusive, perpetual, irrevocable, royalty free and
transferable licence to use (including to store, load, install, execute or display) the Bundled Software.
The right to transfer any licence is limited to a transfer by the Customer to:

(a) a third party supplier engaged by the Customer (including any outsourced service provider) but only
for the purposes of that supplier providing services to the Customer; or
(b) any person to whom the Customer sells, rents, lends or otherwise transfers an item of Hardware.

2.6 The Contractor must use its best efforts to ensure that no Viruses are introduced into the Hardware,
Bundled Software or any systems used by the Customer and must not invoke any disabling code that is
included in any Bundled Software. In addition to its obligations under clause 11.3(g) of Part 1 of the
Agreement, the Contractor must at its own cost mitigate and remedy any loss or corruption of data or
software caused by the elimination of the Virus.

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2.7 Where any item of Hardware is provided to the Customer with additional capacity that can be activated
by the Customer on a temporary or permanent basis (with any such items of Hardware and additional
capacity to be specified in Schedule 3), the following terms apply to such activation:

(a) where the Customer first activates all of the additional capacity for any period of 30 consecutive
days or more, the Customer will be deemed to have permanently activated the additional capacity
and may use all additional capacity available;
(b) where paragraph (a) applies, the Customer must pay to the Contractor (subject to receiving a
correctly rendered invoice from the Contractor) a one-off addition to the Contract Price. The
amount of this addition to the Contract Price must be specified in the Order. If no such addition is
specified, the Customer will not be liable for any additional fee or other charge; and
(c) where the Customer activates all or some of the additional capacity for any duration less than that
contemplated in paragraph (a), the Customer will not be liable for any additional fee or other
charge.

3. INTEGRATION AND TRAINING
3.1 The Contractor shall Integrate the Hardware and provide training to the Customer as specified in the
Order.

3.2 Where Load and Performance Requirements are included in the Contract Specification, the Contractor
must ensure that the Hardware provided complies with the Load and Performance Requirements. To
the extent that the configuration of the Hardware provided and installed by the Contractor under the
Order does not comply with, or provide satisfactory system performance based on, the Load and
Performance Requirements or otherwise detrimentally impacts on the performance of the Customers
current hardware and software environment, the Contractor must, at its cost, immediately reconfigure
the Hardware to overcome such failure (including by repairing or replacing Hardware, or providing to
Customer new hardware or other products, as is necessary to remedy such failure or detrimental
impact.

4. WARRANTY PERIOD
4.1 Without limiting clause 11.5 of Part 1 of the Agreement, the Contractor must promptly rectify any Defect
that occurs during the Hardware Warranty Period (in compliance with the Service Level Agreement, if
applicable).

4.2 If the Contractor fails, within a reasonable time, to rectify:

(a) a Defect in any item of Hardware; or
(b) non-conformance of an item of Hardware in relation to a condition as warranted, the Customer will,
in addition to any other right or remedy the Customer may have, be entitled to a refund of the
relevant portion of the Contract Price upon prompt return of the item of Hardware to the Contractor.
The Contractor will pay expenses for return of and shipment of repaired or replacement Hardware.

4.3 Without limiting clause 11.4 of Part 1 of the Agreement, the Contractor undertakes, in relation to the
Hardware, that:

(a) all Hardware, for the duration of the relevant Warranty Period:

(i) will be free from defects or omissions in materials, workmanship, design and performance;
(ii) will be and remain compatible and interoperable with Customers then current hardware and
software environment as it exists at the time each Product passes the relevant Acceptance
Tests;
(iii) will be and remain sufficient and appropriate to enable each software product that is to be
installed on the Hardware to operate in satisfaction of the Contract Specifications, provided that
the relevant software products have been disclosed to the Contractor prior to the date of the
Order;
(iv) has the capacity and will maintain the level of reliability and availability specified in the Contract
Specifications; and
(v) will be fully scalable to accommodate the Customers changing requirements as specified by
Customer to the Contractor prior to the date of the Order;

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(b) in addition to the Contractors obligations under clause 14.6 of Part 1 of the Agreement, the
Documentation to be provided by the Contractor will not be limited to material the Contractor usually
makes available free to its other customers, and must at a minimum:

(i) be specific to the Hardware, so that the unique aspects of the Hardware, as Installed within the
Customers existing hardware and software environment are taken into account, and
(ii) provide adequate instructions on how to operate and use the Hardware without reference to the
Contractor;
(c) components of the Hardware will not emit fumes, liquids, electromagnetic radiation or noise, in
normal operating conditions, which could be detrimental to personnel, the Hardware or the
operation of other equipment; and
(d) it has and will continue to have the right and authority to grant to the Customer the licences and
rights that it grants to the Customer in relation to Bundled Software.
DULE 01
HDWARE AQUISITION AND INSTALLATION
5. CONTINUED AVAILABILITY OF HARDWARE
5.1 The Contractor warrants that, for a period of three years commencing on the AAD, it will:

(a) continue to supply the Hardware and any associated firmware (including replacements, upgrades or
attachments); or
(b) supply appropriate substitutes for the Hardware if for any reason it is no longer available.

5.2 The Contractor warrants that, for a period of three years commencing on the AAD, it will:

(a) continue to provide support and spare parts for the Hardware and any associated firmware, or any
replacement, upgrade or substitute for the Hardware; and
(b) if specified in the Order, provide training and such other assistance reasonably required by the
Customer to enable the Customer to continue to use and maintain the Hardware.

5.3 The Contractor must give a minimum of 6 months notice if after 3 years from the AAD of the Hardware
the Contractor intends to cease supplying spare parts for the Hardware, to allow the Customer to
purchase spare parts to enable its continued use and maintenance of the Hardware.

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MODULE 02 HARDWARE MAINTENANCE SERVICES
Version 2.1.3

1. INTERPRETATION
Customer places an Order for Hardware Maintenance Services.


Hardware means the Product and associated firmware specified in the Order and includes each
individual item, unit or component of Hardware (including firmware).

Hardware Maintenance Services means the Services specified in the Order in respect of the
Hardware and consists of all necessary Preventative Maintenance and/or Remedial Maintenance.

Preventative Maintenance means the Services required to be performed on a scheduled basis to
ensure the preservation of the Hardware in good operating condition.

Remedial Maintenance means the Services required to be performed, whether on-site or off-site, to
restore the Hardware to a condition allowing performance in accordance with the Contract
Specifications.


2. PERIOD OF SERVICES
2.1 The Hardware Maintenance Services must be provided for the Contract Period unless the Contract is
terminated earlier in accordance with its terms. If no Contract Period is specified in the Order, then the
Hardware Maintenance Services will be provided for from the Commencement Date until either party
cancels the Hardware Maintenance Services by providing 30 days prior Notice in Writing to the other.

3. HARDWARE MAINTENANCE SERVICES
3.1 The Contractor must provide the Hardware Maintenance Services to a standard that ensures continuity
of performance of the Hardware in accordance with the Contract Specifications and/or any performance
and availability requirements specified in the Service Level Agreement. Without limiting the Contractors
obligations under clause 13.2.1 of Part 1 of the Agreement, the Contractor must at all times ensure that
the specific Personnel that perform the Hardware Maintenance Services are appropriately qualified and
experienced Personnel, and have reasonable knowledge of the Customers hardware and software
environment.

3.2 The Customer will co-operate with the Contractor by providing access to the Site and any other facilities
as reasonably necessary to enable the Contractor to provide the Hardware Maintenance Services to the
required standard. The Contractor agrees that it uses such facilities at its own risk.

3.3 Without limiting any other rights of the Customer, the Contractor will promptly rectify any Defects in the
Hardware that occur as a result of the provision of the Hardware Maintenance Services during the
Hardware Warranty Period (in compliance with the Service Level Agreement, if applicable).

3.4 Where the performance of Hardware Maintenance Services will commence on or during the Warranty
Period:

(a) the Contractor acknowledges that there is a potential overlap between the Contractors obligation to
remedy Defects for no additional cost during the Warranty Period and the Contractors obligations
to remedy Defects as part of Hardware Maintenance Services; and

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(b) taking paragraph (a) into account, for so long as Hardware Maintenance Services are being
performed during the Warranty Period, the Customer will pay the Contractor for those Hardware
Maintenance Services an amount equal to 65% of the Contract Price applicable to such Hardware
Maintenance Services (or such other amount as is specified in the Order) and the Contractor must
ensure that it invoices the Customer accordingly.

4. PREVENTATIVE MAINTENANCE
4.1 If Preventive Maintenance Services are specified in the Order, the Contractor must ensure that the
Preventative Maintenance:

(a) is carried out in accordance with a Preventative Maintenance schedule agreed between the Parties;
(b) is consistent with the Customers operating requirements and the Contract Specifications; and
(c) includes, as a minimum, preservation of the Hardware in good operating condition, problem
detection, systems checks, replacement of unserviceable parts (excluding consumable items),
cleaning and where possible lubrication, and adjustment of mechanical and electro-mechanical
devices.

5. REMEDIAL MAINTENANCE
5.1 Where the Contractor is required to provide Remedial Maintenance Services, it must, after being notified
of a fault or possible fault in the Hardware, promptly restore the Hardware to good working order and
shall, as necessary:

(a) replace or repair parts;
(b) comply with any response and rectification times specified in the Order or the Service Level
Agreement;
(c) to the extent that it is practical, implement measures to minimise disruption to the Customer's
operations during maintenance work and perform the Services at times likely to cause the least
possible disruption to the Customer's business and in all cases only by prior arrangement with the
Customer; and
(d) comply with any other requirements specified in the Order or the Service Level Agreement.

6. SPARES, TEST EQUIPMENT AND DIAGNOSTIC ROUTINES
6.1 The Contractor may store Contractors Documentation, tools and test equipment at the Site as required
for the purposes of the Contract. The Customer agrees not to use any such material without the
Contractor's consent.

6.2 Where the Contractor replaces parts of the Hardware:

(a) the replacement parts must be new or warranted as new unless otherwise agreed by the Customer;
(b) the replacement parts become the property of the Customer on installation;
(c) the components that have been replaced become the property of the Contractor and the Contractor
must comply with any directions given by the Customer concerning the protection of the Customer's
Confidential Information; and
(d) the Customer must reimburse the Contractor any reasonable and substantiated costs incurred by
the Contractor in complying with any directions given under clause 6.2 (c).

6.3 Interchange of parts between the Hardware and any other equipment for any purpose whatsoever must
not be carried out without the prior knowledge and consent of the Customer.
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6.4 The replacement of any Hardware component does not modify nor vary any of the Contractor's
obligations under the Contract.

6.5 In addition to any other rights the Customer has under the Contract any Hardware component that
arrives damaged or fails to meet the Contract Specifications must be replaced by the Contractor at the
Customers request if the Customer makes the request within 21 days of delivery to the Customer in
accordance with the Order. The Hardware Warranty Period for any Hardware component will run from
the time the replacement Hardware is delivered to the Customer.

6.6 The Contractor must maintain up-to-date lists of significant spares, Documentation, tools, test plant and
engineering diagnostic routines required for the Hardware Maintenance Services and have sufficient
replacement parts available to effect the Hardware Maintenance Services in accordance with the
Contract for the Contract Period.

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6.7 Diagnostic programs designed to check the correct functioning of specified units of Hardware must be
run according to the relevant manufacturer's specifications.

6.8 The Contractor warrants that it has all necessary facilities and equipment to perform the Hardware
Maintenance Services for the Contract Period.

7. ENGINEERING CHANGES
7.1 The Contractor must implement as part of the Hardware Maintenance Services engineering changes
and upgrades designed to improve the safety, performance or reliability of the Hardware and the
Customers system described in the Order.

7.2 All engineering changes authorised by the manufacturer or supplier and:

(a) classified by the manufacturer or supplier as mandatory, must be included in the Hardware
Maintenance Services and provided to the Customer at no additional cost; or
(b) classified by the manufacturer or supplier as discretionary, must be implemented as a Contract
Variation.

7.3 The Contractor is not liable under this clause 7 for any costs incurred by the Customer, which result
directly from the Customer not implementing an engineering change, or upgrade offered to the
Customer by the Contractor.

8. MODIFICATION OR ATTACHMENT OF ADDITIONAL EQUIPMENT
8.1 The Customer may, in its absolute discretion, acquire additional equipment for attachment to or use in
connection with the Hardware maintained by the Contractor, and where the Customer exercises this
discretion, the Contractor must provide all reasonable assistance and co-operation to the Customer and
any alternative supplier in effecting the system interfaces involved.

8.2 Without limiting the effect of clause 8.1, if the Customer notifies the Contractor of the attachment, or
intended attachment of equipment to the Hardware, the Contractor must provide the Customer with any
information which the Contractor is aware of indicating that the attachment is likely to or may be
detrimental in any way to the operation of the Hardware.

9. REMOVAL OR SUBSTITUTION OF HARDWARE
9.1 The Customer may for any reason during the Contract Period:

(a) substitute an item of Hardware of the same or similar type to those covered by the Hardware
Maintenance Services; or
(b) withdraw an item of Hardware from the Hardware Maintenance Services; by giving to the Contractor
not less than 14 days Notice in Writing.

9.2 Where the Customer exercises its rights under clause 9.1, the Customer shall indemnify the Contractor
against all liabilities or expenses which the Contractor has reasonably and properly incurred as a result
of the substitution or removal of the Hardware.

10. MOVEMENT OF HARDWARE
10.1 Subject to subclause 10.4, the Customer must give the Contractor at least 30 days Notice in Writing of
its intention to relocate from the Site any Hardware being maintained under the Contract.

10.2 Charges for the Hardware Maintenance Services cease on the day the Hardware is decommissioned for
relocation and resume on the day following the recommissioning of the Hardware at the new location.

10.3 Where the Hardware is portable or may be moved without operational dislocation, the Customer may
move the Hardware without prior reference to the Contractor without any reduction of the Contractor's
obligations under the Contract. The Contractor is not responsible for any damage that occurs due to
such movement. The Customer must inform the Contractor of the new location of the Hardware
concerned.

10.4 If the Hardware is not relocated by the Contractor then the Customer must inform the Contractor of the
new location of the Hardware and confirm that the operation of the Hardware conforms to the Contract
Specifications.

10.5 If the Contractor dispatches any of the Hardware away from the Site for overhaul or repair then, unless
otherwise agreed between the Parties, the Contractor must bear all the costs, including those of
packing, carriage and insurance that are incurred in the dispatch, overhaul, repair, return and
reinstallation of the Hardware.

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11. MAINTENANCE RECORDS
11.1 The Contractor must keep full records of its Hardware Maintenance Services and will provide copies of
those records to the Customer within four (4) days of a request.

12. SUSPENSION OF HARDWARE MAINTENANCE SERVICES
12.1 The Customer may at any time suspend the Hardware Maintenance Services, upon 30 days notice in
writing to the Contractor. On receipt of any such notice, the Contractor must immediately return to the
Customer a pro rata amount of the Contract Price for Hardware Maintenance Services prepaid (if any)
by the Customer. This suspension right is additional to any rights that the Customer has to terminate
any Contract.

12.2 Unless otherwise specified in the Order, the Customer may require the Contractor to again commence
the Hardware Maintenance Services after suspending them. Where the Customer requires such
recommencement, it will notify the Contractor and will be liable to pay to the Contractor an amount equal
to 50% of the fees (or such other amount specified in the Order) that would have been payable in
respect of the Hardware Maintenance Services had the Customer not suspended or cancelled them in
accordance with clause 12.1 or such other amount as is specified in the Order.

13. ADDITIONAL MAINTENANCE
13.1 The Customer may, at any time during the Contract Term:
a) request additional ad hoc Hardware Maintenance Services in respect of existing Hardware; or
b) request Hardware Maintenance Services for additional hardware obtained after the Commencement
Date.

13.2 In the event that the Customer requests additional Hardware Maintenance Services in relation to
paragraphs (a) or (b), the Contractor must provide a fixed price quote for the additional Hardware
Maintenance Services. Where the Customer agrees in writing to a quote, the Contractor will perform the
additional Hardware Maintenance Services and the Customer will be liable for no more than the quoted
amount.

14. SERVICE LEVELS
14.1 To the extent that no Service Level Agreement is set out or referred to in the Order, if requested by the
Customer, the parties will as soon as possible use their reasonable efforts to negotiate service levels
applicable to Hardware Maintenance Services, which must include, at a minimum, committed response
and resolution times and availability measures, and service credits that may be imposed where the
Contractor fails to meet service levels.

15. FAILURE TO PERFORM MAINTENANCE
15.1 In the event that the Contractor fails to perform Hardware Maintenance Services in accordance with the
timetable set out in the Order, Service Level Agreement or any other time agreed between the parties,
and without limiting any other rights or remedies of the Customer under the Contract:

(a) the Contractor must provide to Customer such additional hardware as may be necessary to mitigate
and remedy the failure to perform Hardware Maintenance Services; and

(b) the Customer may itself, or through a third party, rectify or replace the Hardware, without in any way
diminishing any other warranty or obligation of the Contractor arising under this Agreement or
limiting any rights or remedies of the Customer. In this case:

(i) the Contractor shall provide the Customer whatever assistance Customer may reasonably
require to rectify or remedy the defective Hardware; and
(ii) all costs incurred by the Customer pursuant to this clause shall be reimbursed by the
Contractor as a debt due to the Customer and may be deducted by the Customer from any
moneys due to the Contractor.

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MODULE 03 LICENSED SOFTWARE

1. INTERPRETATION

Customer places an Order for Licensed Software.


Class means the class of licence applicable to the Licensed Software specified in the Order.

Designated Equipment means the equipment specified in the Order upon which the Licensed
Software is installed.

Licence means the licence granted by the Contractor to the Customer in respect of the Licensed
Software under the Contract.

Licensed Software means the software specified in the Order.

Licence Period means the period of the Licence specified in the Order or if no period is specified the
Contractor grants to the Customer a perpetual, royalty-free licence to use the Licensed Software from
the AAD in accordance with the Contract.

Software Support Services means the Services the Contractor agrees to provide for the Licensed
Software where an Order is placed under Module 5 of this Agreement.

Warranty Period means for Licensed Software, the first 90 days after the AAD or any greater period
specified in the Order.


2. SCOPE OF LICENCE

2.1 The Contractor grants to the Customer a non-exclusive Licence of the Class specified in the Order to
use the Licensed Software on the Designated Equipment (if any) in machine-readable form together
with the Documentation for the Licence Period.

2.2 Subject to clause 4.1(f) the Licence granted to the Customer is non transferable.

3. CONTRACTORS RIGHTS IN THE LICENSED SOFTWARE

3.1 The Customer acknowledges that ownership in the Licensed Software does not pass to the Customer
and the Customer may use the Licensed Software only in accordance with the Contract.

3.2 The Customer agrees that it will not:

(a) use the Licensed Software contrary to the provisions of clauses 4, 6, or 12 of this Module; or
(b) do anything that would prejudice the Contractor's right, title or interest in the Licensed Software
except in accordance with its rights under the Contract.

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4. LICENCE RIGHTS

4.1 Unless otherwise specified in the Order, the Contractor grants the Customer a non-exclusive licence to:

(a) install the Licensed Software without affecting any applicable warranty provided by the Contractor
under the Contract;
(b) carry out Acceptance Tests in respect of the Licensed Software;
(c) use and adapt to the extent reasonably necessary and reproduce the Licensed Software to the
extent permitted under the Copyright Act (Cth) 1968 (the Act), including but not limited to rights
granted to the Customer under sections 47B(3) and sections 47C, 47D, 47E or 47F of the Act. Any
provision which is inconsistent with any such subsection or section of the Act will be read down or
otherwise deemed to be varied to the extent necessary to preserve the operation of such
subsection, section or sections;
(d) use the Documentation supplied by the Contractor in support of the Customer's use of the Licensed
Software;
(e) make such number of copies of the Licensed Software as are reasonably required for:
(i) operational use, backup and security; or
(ii) in-house educational and training purposes; and
(f) transfer the Licence to another Eligible Customer (as that term is defined in clause 4 of Module 18
(Whole of Government Requirements), subject to giving prior written notice to the Contractor and
to the other Eligible Customer consenting to the terms of the Contract.

4.2 The Contractor does not warrant that the Licensed Software will perform error free or uninterrupted,
provided that nothing in this clause 4.2 limits the Contractors obligations in relation to any warranties or
the rectification of Defects.

5. WARRANTY PERIOD

5.1 Without limiting any other rights of the Customer, the Contractor must promptly rectify any Defect in the
Licensed Software that occurs during the Warranty Period in accordance with clauses 11.2 and 11.3 of
Part 1 of the Agreement.

6. PROTECTION AND SECURITY OF THE LICENSED SOFTWARE

6.1 The Customer will:

(a) if and to the extent required by the Order, maintain records of the location of all copies of the
Licensed Software;
(b) refrain from altering or removing a copyright statement or other notice of ownership of Intellectual
Property rights which accompanies the Licensed Software; and
(c) ensure that, prior to the disposal of any media, any Licensed Software contained on it has been
erased or destroyed.

6.2 The Customer will upon reasonable written notice from the Contractor allow the Contractor to make
investigations in any reasonable manner to verify the Customers compliance with the Licence.

7. UPDATES AND NEW RELEASES

7.1 The Contractor must offer the Customer all Updates to and New Releases of the Licensed Software
during the Licence Period. The Contractor warrants that the Update or New Release is capable of
providing the function and performance specified in the Contract Specifications.

7.2 The Contractor must provide training at the costs set out in the Order to enable the Customer including
its Personnel, to operate the Update or New Release on the Designated Equipment.

7.3 The Customer is to notify the Contractor within 30 days from the receipt of the offer if it rejects the offer
by the Contractor, of an Update or New Release. The Contractor must continue to maintain the version
of the Licensed Software which the Customer is using until the expiry of 18 months (or such other period
agreed in writing between the Parties) from the date of the formal rejection of the Update or New
Release by the Customer provided that the Customer continues to possess a valid licence for that
version of the Licensed Software.
7.4 If the Customer accepts the Update or New Release:

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(a) the Contractor if requested by the Customer shall install an Update or New Release of the Licensed
Software, co-ordinating and scheduling such installation with the Customer. The cost of such
installation services (if any) will be on a Time and Materials basis;
(b) the Contract Specifications of the Licensed Software will be deemed to be amended to the extent
that the specifications for the Update or New Release supersede the existing Contract
Specifications;
(c) the Customer must upon request return to the Contractor all copies of the original Licensed
Software or the part that has been superseded by the Update or New Release or otherwise deal
with all such copies in accordance with the Contractors directions;
(d) the Contractor must offer to the Customer Updates for the Licensed Software including any
enhancements or modifications to the Licensed Software as they become available at no additional
charge;
(e) the Contractor must offer to the Customer New Releases for the Licensed Software including for
any enhancements or modifications to the Licensed Software as they become available at no
charge where the Contractor makes such New Releases generally available to other customers
under similar circumstances at no charge; and where there is a charge, the charges shall be as
specified in the Order;
(f) the Contractor must offer to the Customer any Updates or New Releases as they become available
for Licensed Software during any Software Support Services that it provides to the Customer for the
Licensed Software; and
(g) the Contractor must specify in the Order any additional software that it considers does not fall within
an Update or New Release and which it intends to charge the Customer for during the Contract
Period.
8. CHANGE OF DESIGNATED EQUIPMENT

8.1 If use of the Licensed Software is specified in the Order to be restricted to use on Designated
Equipment, the Customer may:

(a) by way of Change Request, transfer the Licensed Software to alternative equipment of substantially
the same purpose, capacity and performance standards; and
(b) use the Licensed Software on any back-up hardware while the Designated Equipment is for any
reason temporarily inoperable.

8.2 If the Customer requires the Contractor to assist with the transfer of the Licensed Software, then a
Change Request is to be raised.

9. TERMINATION

9.1 The Customer may terminate the Licence for convenience by providing the Contractor with 30 days prior
Notice in Writing of its intention to terminate the Licence, in which case no refund will be available.

9.2 Unless earlier terminated in accordance with the Contract or otherwise surrendered by the Customer,
the Licence remains in force for the duration of the Licence Period.

10. CONSEQUENCES OF TERMINATION OF LICENCE
101 If specified in the Order the Customer will after termination of the Licence destroy or return to the
Contractor all copies of the Licensed Software and all related Documentation, save that the Customer
may retain a copy of the Licensed Software and its related Documentation as may be reasonably
required by the Customer to comply with any relevant Statutory Requirements.

10.2 The Customer's obligation to make any payments under the Contract for use of the Licensed Software
shall cease after the date of termination or revocation of the Licence except for any amounts due and
payable in respect of the period prior to termination or revocation.

11. NEW LICENCE
11.1 Where the Customer wishes to terminate the Licence and

(a) convert to a different Class of Licence that is offered by the Contractor in respect of the Licensed
Software; and
(b) the Contract Price agreed for the new Licence is equal to or greater than the Contract Price that
applies to the terminated Licence,
the Parties will follow the procedure set out in clause 17 of Part 1 of the Agreement for establishing a
new Contract [and the Contractor shall allow the Customer to set-off against the new Licence the

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amount that is payable for the balance of the Licence Period by the Customer in respect of the new
Licence, an amount that, on a pro-rata basis, is attributable to the balance of the Licence Period].

12. REVERSE ENGINEERING
12.1 Subject to the Order, the Customer shall not, in contravention of the Copyright Act 1968 (Cth), reverse
assemble or reverse compile the Licensed Software in whole or in part.

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MODULE 04 DEVELOPMENT SERVICES
Version 2.1.3

1. INTERPRETATION
1.1 The terms and conditions included in this Module form part of the Contract and apply when a Customer
places an Order for Development Services.


Data Dictionary means a reference tool that describes each data item that may include field names,
number of characters, data type, number of decimal places, or a description of the purpose of each field
of data.

Designated Operating Environment means the particular operating environment specified in the
Order in which the Software Solution is designed to be used.

Design Specification means the specification to be provided in accordance with clause 7.

Development Services means the Services specified in the Order and provided by the Contractor to
develop the Software Solution.

Quality Assurance means a set of processes and procedures used to ensure that the Software
Solution meets specified criteria with respect to quality.

Software Solution means the software solution or Product specified in the Order to be created by the
Contractor for the Customer.

Software Support Services means the Services the Contractor agrees to provide for the Software
Solution where an Order is placed under Module 5 of Part 1 of the Agreement.

User means a person who may use the Products and/or Services for the purpose of performing their
work.

Warranty Period means for the Software Solution the first 365 days after the AAD or any greater
period specified in the Order.

1.3 Other capitalised words and expressions used in this Module are contained in Part 2 of the Agreement.

2.1 The Development Services must be provided for the Contract Period. If no Contract Period is specified
in the Order, then the Development Services will be provided for the period continuing from the
Commencement Date until either party cancels the Development Services by providing 30 days prior
Notice in Writing.

3. DEVELOPMENT SERVICES
3.1 The Contractor must provide the Development Services in accordance with the Contract.

4. IMPLEMENTATION PLANNING STUDY
4.1 The Contractor shall prepare an implementation planning study in accordance with clause 15.6 of Part 1
of the Agreement.

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5. PROJECT IMPLEMENTATION AND PAYMENT PLAN (PIPP)
5.1 The Contractor must prior to performing the Development Services prepare a PIPP for the approval of
the Customer, which when approved will form part of the Contract Specifications.

5.2 Without limiting the effect of clause 5.1, the Contractor must perform the Development Services at the
times and in the manner set out in the PIPP.

5.3 A Party may periodically review the PIPP. A Party must not unreasonably refuse a Change Request for
an adjustment to the PIPP.

6. SCOPE AND INCLUSIONS
6.1 The Contractor must in accordance with the PIPP implement all activities set out in the PIPP for the
performance of the Development Services and perform any other Services specified in the Order.

6.2 The PIPP for the Development Services may include but is not limited to the following Stages:

(a) assessment and definition of the:
(i) Customers existing system or the Designated Operating Environment, if necessary;
(ii) Customers goals, requirements and expectations in respect of the Software Solution which
shall include a statement of:
(A) the Contractors understanding of the Customers and/or Users experience and
requirements in relation to the Software Solution;
(B) the objectives to be met by the Contractor; and
(C) the scope of the Software Solution;
(iii) required Deliverables;
(iv) resources required (including any resources to be made available by the Customer); and
(v) complexity of the project;
(b) a feasibility study in which the Contractor makes the determination (and includes any appropriate
recommendations) as to whether the Contractors Development Services proposals are capable of
meeting Customer and/or Users needs and expectations taking into account budgetary,
operational, technical and time considerations;
(c) development of a strategy for the creation of the Software Solution that is appropriate for the
Customers needs and its User population covering all appropriate planning and timetabling issues
associated with the Development Services including:
(i) identification of the Services to be performed;
(ii) identification and procurement of necessary Products;
(iii) allocation of responsibilities within each Partys organisation;
(iv) staging of the project;
(v) development of a Milestones and payment schedule; and
(vi) implementation of the Services;
(d) Development of a Design Specification for the Software Solution which shall be completed and
approved in accordance with clause 7;
(e) Development of the Software Solution (including prototyping if applicable) in accordance with the
methodology in clause 8;
(f) Testing and acceptance of the Software Solution in accordance with clause 14.5 of Part 1 of the
Agreement.

7. DESIGN SPECIFICATION
7.1 The Contractor must prepare a written Design Specification for the Software Solution by the date
specified in the PIPP.

7.2 The Contractor agrees that the Design Specification for the Software Solution must:
(a) be based on and be consistent with the Contract Specifications; and
(b) enable the Software Solution to be installed in the Designated Operating Environment.

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7.3 The Design Specification must provide a detailed technical explanation of how the Software Solution will
provide the functions specified in the Contract Specifications, including, as applicable, details of
processes, visual displays, screen layouts, system flowcharts, user interfaces, data flow diagrams,
estimates of transaction and data volumes, prototypes and any associated Data Dictionary.

7.4 The Contractor must keep the Customer informed at all stages while the Design Specification is being
prepared so that the Customer will have a reasonable knowledge of the content of the Design
Specification by the time the Design Specification is delivered by the Contractor for approval.

7.5 If the Customer has any objection to the Design Specification provided by the Contractor it must notify
the Contractor promptly of any alterations it reasonably requires. The Contractor must not unreasonably
refuse to amend the Design Specification to take account of the Customer's reasonable requirements.

7.6 The Design Specification will, when approved by the Customer become part of the Contract
Specifications.

7.7 The Contractor acknowledges that the Customer is relying on the Contractor's expertise in preparing the
Design Specification.

8. METHODOLOGY
8.1 The Contractors methodology for the development of the Software Solution must as a minimum:
(a) identify and control software components of, and changes to, the Software Solution to maintain the
integrity and traceability of the Software Solution at all stages of the development;
(b) ensure concurrent control, development and supply of Documentation relating to the Software
Solution;
(c) control the issue of development revisions of the Software Solution and associated Documentation;
(d) identify the extent of the performance of the Contractor in accordance with the Contract
Specifications;
(e) ensure that the Software Solution is developed and documented in a way which would enable
future modification without further reference to the Contractor;
(f) reference and document procedures for corrective action in respect of the Software Solution and
associated Documentation prior to acceptance including:
(i) adoption of a system to report problems and deficiencies;
(ii) examination of problem and deficiency reports to determine their causes, and to prepare
corrective measures;
(iii) analysis of deficiency trends, to ensure the Software Solution conforms to the Contract
Specifications;
(iv) review of corrective measures, to determine their effectiveness; and
(v) provision for ensuring that timely corrective action is taken by reviewing deficiencies and
tracking their clearance;
(g) include a Quality Assurance and reporting program that is carried out through each stage of the
design and development of the Software Solution and involves continually monitoring and
assessing the quality of the Software Solution against criteria set out in the Contract Specifications;
and
(h) adhere to any other requirements specified in the Order.

9. SOURCE CODE
9.1 Where the Order states that ownership of the Software Solution is to be retained by the Contractor, the
Contractor agrees to enter into an escrow arrangement, at the request and expense of the Customer,
substantially in the form specified in Schedule 11, unless it is expressly stated in the Order that the
source code is not to be placed in escrow.

9.2 Where the Order states that ownership of the Software Solution is to pass to the Customer, the
Contractor must deliver or ensure the delivery of:
(a) the Software Solution source code suitable for compilation together with Documentation to enable
the Customer to amend the source code if necessary; and
(b) if specified in the Order, all source code for software tools used in the development of the Software
Solution where such software tools are required for the Customer to operate and support the
Software Solution.

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9.3 The source code must be provided in a format and on a medium, which is suitable for compilation and
use in the Designated Operating Environment.ODULE 04
DEVELOPMENT SERVICESICES
9.4 Interim copies of the source code must be delivered by the Contractor to the Customer at the times
specified in the PIPP or at any time upon request by the Customer.

9.5 The Contractor agrees to inform the Customer as to the purpose and use of the software tools, object
libraries or other devices or methodologies owned by the Contractor or any other party, in the production
of the Software Solution.

9.6 If the software tools, object libraries or other devices or methodologies are required to maintain or
enhance the Software Solution, the Contractor must at the Customers request grant a licence, as
specified in the Order, to the Customer to use those devices for the purpose of maintaining and
enhancing the Software Solution.

10. USE PRIOR TO ACCEPTANCE
10.1 The Customer may not use the Software Solution for its business purposes without prior notification to
and consent of the Contractor prior to completion of Acceptance Tests.

11. WARRANTY PERIOD FOR THE SOFTWARE SOLUTION
11.1 The Contractor will promptly rectify any Defect in the Software Solution that occurs during the Warranty
Period.

12. UPDATES AND NEW RELEASES
12.1 The Contractor must make as they become available Updates and New Releases for Developed
Software for the costs (if any) specified in the Order. Where there is a cost, the charges shall be on a
Time and Materials basis.

12.2 The Contractor if requested by the Customer shall install an Update or New Release of the Developed
Software, coordinating and scheduling such installation with the Customer. The cost of such installation
services (if any) will be on a Time and Materials basis.

12.3 If requested to do so by the Customer, the Contractor must:

(a) demonstrate the extent to which the Update or New Release is capable of providing the function
and performance specified in the Contract Specifications; and
(b) provide training at the costs set out in the Order to enable the Customer including its Personnel, to
operate the Update or New Release on the Designated Equipment.

12.4 The Customer is not obliged to accept an Update or New Release offered by the Contractor pursuant to
this clause 12.

12.5 The Customer is to notify the Contractor if it rejects the offer by the Contractor of an Update or New
Release. The Contractor must continue to maintain the version of the Developed Software which the
Customer is using until the expiry of 18 months (or such other period agreed in writing between the
Parties) from the date of the formal rejection of the Update or New Release by the Customer.

12.6 If the Customer accepts the Update or New Release:

(a) the Contractor must deliver and if required by the Customer install the Update or New Release at
no additional charge to the Customer;
(b) the Contract Specifications will be deemed to be amended to the extent that the specifications for
the Update or New Release supersede the existing Contract Specifications.
12.7 The Contractor shall provide any Updates or New Releases as they become available for Developed
Software during any Software Support Services that it provides to the Customer.

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13. CONTRACTORS WARRANTIES
13.1 The Contractor warrants that it will comply with all licensing terms and conditions regulating the use of
any software or development tools in providing the Development Services.

13.2 Where the ownership of the Software Solution passes to the Customer, the Contractor warrants that
it will:

(a) neither permit or tolerate the making of any copies of the Software Solution without first obtaining
the Customers consent;
(b) institute measures within the Contractors organisation to prevent the making or use of unauthorised
copies of the Software Solution which must include detection measures to verify compliance and
appropriate disciplinary action against the Contractors Personnel for the contravention of these
measures; and
(c) inform its Personnel of their legal responsibilities in relation to the protection and use of the
Software Solution.

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MODULE 05 SOFTWARE SUPPORT SERVICES
Version 2.1.3

1. INTERPRETATION
places an Order for Software Support Services.


Designated Equipment means the equipment specified in the Order upon which the Supported
Software is to be installed and/or used.

Problem Log means a brief description of a Defect in a chronological record.

Service Levels means the performance metrics, indicators and adjustments for the Software Support
Services specified in the Service Level Agreement and/or the Order.

Software Support Services means the Services specified in the Order that the Contractor agrees to
provide in respect of the Supported Software.

Supported Software means the software specified in the Order to be supported by the Contractor
including any Updates, New Releases, modifications, enhancements and any material relating to the
Supported Software such as, but not limited to, Documentation, flow charts, logic diagrams and listings.

Support Service Fees means the fees payable to the Contractor for supplying the Support Services
to the Customer Site(s) specified in the Order, which may be on a monthly, quarterly or yearly basis or
any other term that is specified in the Order.

Work-around Solution means the workaround solution proposed by the Contractor as an interim
procedure or alternative that will enable the Customer to continue operations until a Defect has been
corrected.


2.1 The Software Support Services must be provided for the Contract Period unless earlier terminated in
accordance with the Agreement. The Software Support Services shall commence at the expiry of the
relevant Warranty Period for the Supported Software unless otherwise stipulated to the contrary in the
Order. Defect correction and the implementation of Updates and New Releases will be provided free of
charge during the Warranty Period unless otherwise specified in the Order.

2.2 If no Contract Period is specified in the Order, then the Software Support Services will be provided from
the Commencement Date until either party cancels the Software Support Services by providing 30 days
prior written notice to the other.
MODULE 05SOFTWARE SUPPORT SERVICES
3. SOFTWARE SUPPORT SERVICES
3.1 The Contractor must provide the Software Support Services in accordance with the Contract.

3.2 The Contractor agrees that the Software Support Services must as a minimum ensure that the:
(a) Supported Software conform to and perform in accordance with the Contract Specifications;
(b) Supported Software performs in accordance with the Service Levels; and
(c) Documentation is provided in accordance with the Contract.

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3.3 Software Support Services do not include correction of:
(a) Defects or errors caused by the operation of the Supported Software or the Designated Equipment
in a manner contrary to the Contract Specifications;
(b) Defects of errors caused by modifications or alterations of the Supported Software not authorised
by the Contractor;
(c) Defects or errors caused by equipment maintenance not provided by the Contractor;
(d) Defects of errors caused by computer programs other than the Supported Software; and
(e) Data Correction.

3.4 Any additional services provided that are not included in Software Support Services supplied by the
Contractor may be supplied on a Time and Materials basis.

4. CUSTOMERS OBLIGATIONS
4.1 The Customer must if practicable during the Contract Period for the Support Services provide the
Contractor with:
(a) access to the Customers premises during normal working hours or as otherwise agreed as is
necessary for the Contractor to supply the Software Support Services; and
(b) information, in the Customers possession or control that the Contractor reasonably requires to
supply Software Support Services.

5. DEFECTS
5.1 If the Customer identifies and notifies the Contractor of a Defect in the Supported Software during the
Contract Period, the Contractor will as soon as possible (and, where relevant, within the Service Levels
remedy the defect.

5.2 To remedy the Defect, the Contractor shall, before the response times and/or resolution times referred
to in the Service Levels have expired, take such measures as are appropriate in all the circumstances
(including a Work-around Solution) to enable the Customer to continue to productively use the
Supported Software.

5.3 All Software Support Services carried out or supplied by the Contractor pursuant to clause 3.1 are
warranted to the same extent as the Supported Software from the date the work was completed or the
part was replaced as the case may be.

6. DEFECT LOGGING
6.1 On receipt of notice of a Defect by the Customer under clause 5.1, the Contractor must assign an
identification number to the Defect, which will be used by the Parties to identify the Defect.

6.2 The Contractor must maintain an accurate Problem Log for the period of the Software Support Services
of all reported Defects and provide the Customer with a call tracking number for problem identification
and follow-up.
2
7. SERVICE LEVELS
7.1 If the Contractor does not achieve the required minimum Service Levels, then the Customer shall be
entitled to any performance rebates specified in the Service Level Agreement or the Order.

7.2 The Customer may conduct a review of the Service Levels targets on an annual basis or as otherwise
agreed by the Parties in writing during the Contract. The Contractor must not unreasonably refuse to
agree to a Change Request to the Service Levels.

8.1 The Customer must allow the Contractor reasonable access to the Customers premises and/or facilities
and provide the Contractor with information, in the Customers possession or control, that the Contractor
reasonably requires to supply the Software Support Services.

9. TRANSITION
9.1 On termination and/or expiry of the Support Services, the Contractor must render any reasonable
assistance to the Customer on the same terms as the Contract to the extent necessary to effect an
orderly assumption by a replacement contractor of the performance of the Contractor's obligations under
the Contract.

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MODULE 06 IT PERSONNEL
Version 2.1.3

1. INTERPRETATION
places an Order for IT Personnel Services.

IT Personnel means IT personnel supplied by the Contractor.
IT Personnel Services means the service of providing IT Personnel by the Contractor, as specified in
the Order.

1.3 Other capitalised words and expressions used in this Module are contained in Part 2 of the Agreement.

2. ENGAGEMENT
2.1 The Contractor agrees to supply IT Personnel Services specified in the Order to the Customer in
accordance with the Contract.

3. IT PERSONNEL SERVICES
3.1 The Contractor shall supply suitably qualified IT Personnel to perform the Services required by the
Customer. The Contractor is responsible for ensuring the suitability and capability of any IT Personnel.

3.2 The Contractor shall ensure that all IT Personnel comply with any directions of the Customer as to the
nature and scope of the Services, including working during normal working hours of the Customer,
unless otherwise notified by the Customer.

4. SALARIES AND WAGES
4.1 The Contractor undertakes to comply with all legislative, regulatory and other government requirements
for itself and any IT Personnel, including in relation to workers compensation, payroll tax, income tax,
fringe benefits tax, PAYG tax, group tax, superannuation contributions, annual leave, long service leave
and sick leave, and the Contractor acknowledges that it is solely responsible for these obligations.

4.2 The Contractor agrees to indemnify the Customer in relation to all expenses relating to the employment
of any IT Personnel.

4.3 The Contractor agrees that the IT Personnel supplied by the Contractor to the Customer will not be
taken to be nor will they represent that they are, the employees, officers and/or agents of the Customer
or the Contract Authority.

5. VARIATION OF SERVICES
5.1 The Customer may request a variation within the general scope of the Services to be performed by the
IT Personnel by way of a Change Request.

6.1 The Contractor warrants that the IT Personnel shall provide the Services for the period specified in the
Order unless terminated earlier in accordance with clause 14.

7. PRICE
7.1 In respect of the supply of IT Personnel Services by the Contractor, the applicable hourly rate (Rates) of
the IT Personnel shall be set out in Schedule 3 or otherwise as specified in the Order.

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8. CORRECTLY RENDERED INVOICE
8.1 For the performance of Services the Contractor shall provide to the Customer a Correctly Rendered
Invoice that:
(a) states the applicable Order number, identifies the Services performed, the name of any IT
Personnel involved, and hours worked by the IT Personnel; and
(b) is supported by records of time spent by the IT Personnel performing the Services.

8.2 Payment of the Price for the supply of the IT Personnel shall be subject to the satisfactory performance
of the IT Personnel of the Services in accordance with the Contract, the failure of which may be disputed
by the Customer in accordance with clause 16.2.4 of Part 1 of the Agreement.

8.3 The Customer shall pay the amount due to the Contractor within 30 days of receipt of a Correctly
Rendered Invoice.

9. INTERESTS OF THE CUSTOMER
9.1 The Contractor must ensure that the IT Personnel supplied to perform the Services shall use their best
endeavours to promote the interests and welfare of the Customer.

10.1 The Customer shall, where relevant, ensure that the IT Personnel have full and safe access to the
Customers premises, a safe system of work and any necessary equipment, materials and information to
provide the Services.

11. DISCLOSURE BY CONTRACTOR
11.1 The Contractor shall promptly disclose in writing to the Customer any matters materially affecting the IT
Personnels ability to perform any of its obligations under the Contract, including:
(a) the existence of any breach or default or alleged breach or default of any agreement, order or
award binding upon the Contractor; and
(b) matters relating to the commercial, technical or financial capacity of the Contractor or of any IT
Personnel.DULE 06

12. CONFIDENTIALITY
12.1 The Contractor shall take all reasonable steps to ensure that the IT Personnel do not make public or
disclose the Customers Confidential Information or use such Confidential Information other than for the
purposes of performing the Services.

12.2 The Customer may at any time notify the Contractor to require any IT Personnel to execute a Deed of
Confidentiality substantially in the form of Schedule 9 of Part 3 of the Agreement relating to the
Customers Confidential Information.

12.3 The Contractor shall agree for such a Deed of Confidentiality to be executed promptly, except where:
a) it can shown to the Customer's satisfaction that the Contractor has entered into deeds of
employment with the IT Personnel which include substantially the same confidentiality
arrangements as contained in Schedule 9 of the Agreement; and
b) the Contractor has delivered to the Customer a copy of the relevant deeds of employment binding
the IT Personnel.

13. INDEMNITY
13.1 The Contractor will be liable in respect of, and indemnifies, and shall keep indemnified, the Customer
and its officers, employees and agents against any claim, loss or expense (including a claim, loss or
expense arising out of personal injury or death or damage to property) which any of them pays, suffers,
incurs or is liable for (including legal costs on a solicitor and client basis) (together the loss) as a result
of:
(a) any breach by the IT Personnel of the Deeds of Confidentiality required by the Customer to be
entered into by the IT Personnel;
(b) any proceedings brought by the Contractor or any IT Personnel for the purpose of changing the
Contractors or the IT Personnels status to that of employee of the Customer; and
(c) any proceedings brought by any IT Personnel against the Customer related to the termination of the
Services.

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14. TERMINATION
14.1 The Customer may instruct the Contractor to terminate the supply of IT Personnel Services by the
Contractor by giving 5 business days Notice in Writing to the Contractor (Notice Period).

14.2 Notwithstanding any other provision in the Contract the Contractor acknowledges and agrees that the
Customers obligations to make any payments under the Contract for the provision of the IT Personnel
or any associated costs related to the provision of the IT Personnel Services shall cease after expiry of
the above Notice Period.

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MODULE 08 DATA MANAGEMENT
Version 2.1.3

1. INTERPRETATION
Customer places an Order for Data Management Services.

Customers Data means the data specified in the Order.
Data Cleansing means the Data Management Services set out in clause 5.
Data Conversion and Migration means the Data Management Services set out in clause 7.
Data Migration Software means the software created or procured for the purposes of clause 7.2(d).
Data Management Services mean the Services specified in the Order to be provided by the
Contractor to the Customer in respect of the Customers Data, which includes Data Cleansing, Data
Conversion and Migration and Data Warehousing.
Data Warehouse means an enterprise-wide framework for managing informational data within an
organisation.
Data Warehousing means the management of informational data and includes the Data
Management Services specified in clause 10.


2.1 The Data Management Services shall be provided for the Contract Period unless terminated earlier in
accordance with this Agreement. If no Contract Period is specified in the Order, then the Data
Management Services will be provided for the period continuing from the Commencement Date until
either party cancels the Data Management Services by providing 30 days prior Notice in Writing to the
other.

3. DATA MANAGEMENT SERVICES
3.1 The Contractor must provide the Data Management Services specified in the Order in accordance with
the Contract Specifications and any Service Level Agreement.

4.1 The Contractor, in consultation with the Customer, shall prior to performing the Data Management
Services prepare a PIPP for the approval of the Customer, which when approved shall form part of the
Contract Specifications.

4.2 Without limiting the effect of clause 3.1, the Contractor shall perform the Data Management Services at
the times and in the manner set out in the PIPP.

4.3 A Party may periodically review the PIPP. A Party must not unreasonably refuse a Change Request for
an adjustment to the PIPP.

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5. DATA CLEANSING
5.1 If the Order states that Data Cleansing is to be performed by the Contractor, the Contractor must
achieve an agreed level of accuracy and consistency as specified in the Contract Specifications for the
Customers Data by:
(a) eliminating duplicate records;
(b) correcting misspellings and errors;
(c) ensuring that there are consistent descriptions, punctuation, and syntax; and
(d) resolving any other accuracy, omission and consistency issues in relation to the content specified in
the Order as the Contractors responsibility.

5.2 If specified in the Order, the Contractor must conduct an analysis of the Customers Data and provide to
the Customer such other report specified in the Order which may include a report of the trends within the
Customers business, industry, and client base.

5.3 The Customer shall perform its responsibilities or tasks related to the Data Cleansing in accordance with
the Order.

6. CUSTOMERS DATA FOR MIGRATION
6.1 If specified in the Order, the Customer must subject to clause 7.2(c) by the date and in the manner
specified in the PIPP, extract and provide the Customers Data to the Contractor for Data Migration and
Conversion.

6.2 In addition to any other rights which the Contractor has or may accrue, the Contractor is not liable for
any delays occasioned by the Customer failing to meet its obligations under clause 6.1.

7. DATA CONVERSION AND MIGRATION
7.1 Data Conversion and Migration performed by the Contractor must be performed in accordance with the
PIPP, be consistent with the Contract Specifications, and includes:
(a) implementation of all activities set out in the PIPP for the conversion and migration of the
Customers Data;
(b) performance of any other Services specified in the Order;
(c) all such other things within the parties agreed roles and responsibilities under the Contract
necessary to ensure the successful conversion and migration of the Customers Data.

7.2 The PIPP for Data Conversion and Migration may include the following Stages:
(i) Customers existing System;
(ii) Customers Data migration goals;
(iii) required Deliverables; and
(iv) the complexity of the project, user experience and requirements.
(b) development of a Data Conversion and Migration strategy that is appropriate for the Customers
needs and its user population covering all appropriate planning and timetabling issues associated
with the Data Conversion and Migration including:
(vi) implementation of the Services.
(c) preparation/pre-migration which may include recovering data, designing extraction and functional
specifications, and developing contingency arrangements should the migration of the Customers
Data not be successful;

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(d) procurement or design and development of relevant software and systems to effect the Data
Conversion and Migration. Orders for the licences and development work for this Stage are to be
placed under Module 3 (Licensed Software), or Module 4 (Development Services) as the project
requires;
(e) migration including installation of the migrated data including as applicable development of
associated Documentation and training of users; and
(f) Testing and acceptance of the migrated data in accordance with clause 14.5 of Part 1 of the
Agreement to ensure that the conversion and migration of the Customers Data has been
successful.

8. CONTRACTORS TOOLS AND METHODOLOGIES
8.1 Where the Data Migration Software has been produced using software tools, object libraries or other
devices or methodologies owned by the Contractor or any other party, the Contractor shall inform the
Customer as to the nature and use of those devices in the production of the Data Migration Software.

8.2 Where the tools, object libraries or other devices or methodologies are required to maintain or enhance
the Data Migration Software, if required by the Customer and specified in the Order, the Contractor shall
provide the Customer with a licence, to use those devices for the purpose of maintaining and enhancing
the Data Migration Software.

9. MIGRATED DATA WARRANTY
9.1 Subject to clause 9.2, the Contractor warrants that at the AAD for the Data Management Services, the
Customer's Data, when fully migrated, will accurately reflect the data that existed prior to migration. The
Contractor is not responsible for any errors or omissions that are contained in the Customers Data that
it is not required to correct in the Data Management Services.

9.2 In the event that the Customers Data is amended or otherwise edited or enhanced by the Contractor in
the course of and as part of the Data Management Services, the Contractor warrants that the
Customers Data when migrated in accordance with the Contract complies with the Contract
Specifications.

9.3 Unless the Parties agree otherwise, the Contractor must perform the Data Management Services in
accordance with clause 3.

10. DATA WAREHOUSING
10.1 The Contractor must perform Data Warehousing in accordance with the PIPP and implement all
activities set out in the PIPP for the establishment of a Data Warehouse and subject to clause 10.3(e),
manage the Data Warehouse so established.
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10.2 The Contractor shall, unless otherwise specified in the Order, ensure that the Data Warehouse:
(a) provides a consolidated view of the Customers enterprise data;
(b) promotes data integration between people, applications, and processes in a way which:
(i) ensures access to all of the Customers enterprise data, including legacy and relational data
sources;
(ii) enables data and information to be extracted from various production data sources either as
they are generated or in periodic stages, as specified in the Contract Specifications;
(iii) ensures that the Customers Data can be delivered to anyone in the Customers organisation
anytime and anywhere or as otherwise specified in the Contract Specifications;
(c) simplifies, cleanses, and enriches the Customers Data producing high-quality information to meet
all Customer organisational reporting requirements for all levels of users;
(d) is specifically structured for dynamic queries, facilitates analytical processing and encourages
widespread ad hoc reporting;
(e) enables the Customer to run efficient queries over data that originally came from different sources;
(f) improves query performance and response times;
(g) significantly reduces the expenses incurred by the Customer per query;
(h) reduces data processing from the Customers operational environment; and
(i) performs any other function specified in the Contract Specifications and the Order.

10.3 The PIPP for Data Warehousing may include the following Stages:

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(i) Customers existing System;
(ii) Customers Data Warehousing goals;
(iv) the complexity of the project, user experience and requirements.
(b) development of a Data Warehousing strategy that is appropriate for the Customers needs and its
user population covering all appropriate planning and timetabling issues associated with the Data
Warehousing including:
(c) Design, and development of the Data Warehouse architecture (if applicable including prototyping)
through the placement of an Order under Module 4 (Development Services) representing the
overall structure of the data, communication, processing and presentation of the data that is
required for end-user computing within the Customers organisation.
(d) Testing and acceptance of the Data Warehouse in accordance with clause 14.5 of Part 1 of the
Contract; and
(e) if specified in the Order, management of the Data Warehouse.

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MODULE 09 TELECOMMUNICATIONS SERVICES (GTA)
Version 2.1.3

1. INTERPRETATION
1.1 The terms and conditions included in this Module 9 of the Agreement form part of the Contract and
apply when a Customer places an Order for Telecommunications Services.

1.2 In this Module 9, unless the contrary intention appears:

Back Billing Period means a period of 90 days from the date that charges are incurred by the
Customer.

Benchmarking Panel means:
(a) Oscom Pty Ltd;
(b) Ovum Pty Ltd;
(c) Gartners;
(d) Compass;
(e) Housley Consultants; and
(f) GQ-AAS,
and such other persons or entities as the Parties may agree in writing from time to time.

Contractor Software means all software:
(a) in which the Intellectual Property rights are owned by the Contractor prior to their use in performing
the Telecommunications Services;
(b) which are developed by or for the Contractor independently of the Agreement;
(c) which the Contractor can reasonably demonstrate was developed at its or their sole cost; or
(d) in which the Intellectual Property rights are owned by a third party and used by the Contractor
and/or any of its subcontractors under licence.

Contractor Tools and Methodologies means all methodologies, tools, ideas, processes, reports,
concepts, techniques and other material used by or for the Contractor in performing the
Telecommunications Services:
(a) in which the Intellectual Property rights are owned by the Contractor, its subcontractors or
any other third party prior to their use in performing the Telecommunications Services; or
(b) which are developed by or for the Contractor, its subcontractors or any other third party
independently of the Agreement.

Event means, in the context of this Module 9 of the Agreement, a circumstance beyond the
reasonable control of a Party that results in that Party being unable to perform an obligation on time. An
Event is limited to:
(a) natural events such as fire, flood or earthquake; or
(b) national emergency or war,
and does not include:
(c) events such as cable cuts; or

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(d) acts of terrorism or cyberterrorism in circumstances where the security obligations of the Contractor
are required to protect against such attacks.

Network Boundary has the meaning given to it in section 22(4) of the Telecommunications Act 1997
(Cth), excluding equipment dedicated to providing the Telecommunications Services to the Customer
and situated on the premises of the Customer (such as dedicated switches and routers) provided that
nothing in the Agreement causes the definition of network boundary to be altered by agreement
between the Parties in accordance with section 22(6) of the Telecommunications Act 1997 (Cth).

Service Levels means the performance metrics, indicators and adjustments for the
Telecommunications Services specified in the Service Level Agreement.

Standard Form of Agreement means the Contractors standard form of agreement formulated for
the purposes of section 479 of the Telecommunications Act (Cth).

Standard Terms and Conditions means the terms and conditions identified as such in Part One of
the Agreement.

Telecommunication Services means those telecommunication services identified in the relevant
Order, and more fully described in the catalogue of Services set out in Schedule 2.

Transition-In Plan has the meaning given to it by clause 14.1 of this Module 9.

Transition-In Services has the meaning given to it by clause 14.1 of this Module 9.

Transition-Out Plan has the meaning given to it by clause 15.5 of this Module 9.

Transition-Out Services has the meaning given to it by clause 15.2 of this Module 9.

User means a user authorised by the Customer to use the Telecommunication Services.

1.3 Definitions of other capitalised words and expressions used in this Module and not defined in clause 1.2
are contained in Part 2 of the Agreement.

2.1 The Telecommunication Services shall be provided for the Contract Period specified in the Order unless
terminated earlier in accordance with the Contract. If no Contract Period is specified in the Order, then
the Telecommunication Services will be provided for the period continuing from the Commencement
Date until either Party cancels the Telecommunication Services with 30 days Notice in Writing.

3. TELECOMMUNICATION SERVICES
3.1 The Telecommunications Services shall be provided at the Sites or via the links specified in the Order.

3.2 The Contractor shall provide the Telecommunication Services with sufficient capacity, availability and
quality during the Contract Period as necessary to comply with the requirements of the Service Level
Agreement and the Contract Specifications.

3.3 The Contractor must monitor Telecommunication Services at all times to ensure availability to the
Customer in accordance with the Service Levels.

3.4 If requested by the Customer, the Contractor shall provide the Customer with relevant information in
relation to Product compatibility with the Telecommunication Services.

3.5 The Contractor acknowledges that it has:
(a) examined all information relevant to the risks, contingencies and other circumstances which could
affect the supply of the Telecommunication Services, obtainable by making reasonable enquiries;
and
(b) satisfied itself as to the availability of labour, resources and services required to supply the
Telecommunication Services.

3.6 The Customer will not and shall use reasonable endeavours to ensure that its Users do not use the
Telecommunication Services:
(a) for any illegal, fraudulent or defamatory purposes;
(b) to engage in the bulk transmission of unsolicited electronic mail;
(c) to send or cause to be sent any computer worms, Viruses, or other similar programs;

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(d) to make unauthorised access to any other computer accessible via the Internet Services;
(e) to send any harassing, obscene, indecent, offensive or threatening electronic communication; or
(f) to reproduce, distribute, transmit, publish, copy or exploit any material that constitutes an
infringement of any Intellectual Property right of a third party in Australia.

3.7 The Contractor is entitled to suspend the Telecommunications Services in the event of an emergency to
the extent necessary to enable the Contractor to comply with the order or direction of a regulator,
emergency services organisation or other competent authority, and such suspension pursuant to this
clause 3.7 will not give rise to a breach of the Agreement.

4. SCALABILITY
4.1 The Contractor warrants that the Telecommunications Services are scalable for the purpose of providing
any reasonable adjustments to the capacity of the Telecommunications Services during the Contract
Period.

5. TELEPHONE NUMBERS AND ADDRESSES
5.1 Subject to any contrary direction of the Australian Communications and Media Authority the Contractor
must not unless it is reasonably necessary to do so:
(a) deprive the Customer of the numbers or data addresses allocated to the Customer; or
(b) retain the numbers and data addresses allocated to the Customer on any change of address by the
Customer or any transfer to another service provider.

5.2 The Telecommunications Service may use one or more identifiers such as a telephone number, IP
address or domain name ("Public Addressing Identifiers"). The Customer must comply with the
requirements of any regulator or other body which administers Public Addressing Identifiers. The
Customer acknowledges and agrees that:
(a) the Contractor does not control the allocation of Public Addressing Identifiers;
(b) the Contractor is not liable to the Customer if the Contractor is required to change any Public
Addressing Identifier as a result of any direction given by a regulator or other body which
administers Public Addressing Identifiers; and
(c) on cancellation of the applicable Telecommunications Service, the Contractor will use best
endeavours to procure for the Customer the right to use any related Public Addressing Identifier,
where technically feasible and where commercial arrangements exist for porting of the relevant
Public Addressing Identifier.

6. STANDARD FORMS OF AGREEMENT
6.1 The Parties agree that the provisions of the Contractors Standard Form of Agreement will not apply to
the supply of the Telecommunications Services by the Contractor to the Customer.

7. CONTRACT PRICE
7.1 The Contractor warrants that the Contract Price for the Telecommunication Services identifies all
charges for all elements of the Telecommunication Services (including any charges for training,
installation license fees, set up and ongoing access and usage costs identified in Schedule 2 of the
Agreement).

7.2 Notwithstanding anything contained in clause 5.2 of the Standard Terms and Conditions, where any
reduction in the Contract Price for Telecommunications Services is proposed for any Customer and
such reduction is permitted by the Agreement, the reduction must be implemented on a permanent
basis for all existing Contracts and new Contracts to the extent applicable (except in relation to
installation charges).

7.3 Where the Customer requires:
(a) additional insurance pursuant to clause 8.1.10 of the Standard Terms and Conditions; or
(b) additional Financial Security pursuant to clause 8.2 of the Standard Terms and Conditions; or
(c) an additional Performance Guarantee pursuant to clause 8.3 of the Standard Terms and
Conditions; or
(d) compliance with additional secrecy and security obligations pursuant to clause 10.3 of the Standard
Terms and Conditions,

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which is in excess of the requirements set out in the Standard Terms and Conditions and the Agreement
Details, the Customers specific requirements must be set out in the Order, and the Customer will be
liable to pay the agreed additional fees set out in the Order. Where the Customers requirements are
notified by the Customer after completion of the relevant Order, the Customer will be liable to pay such
additional fees as are agreed in writing between the Parties in advance.

8. BILLING
8.1 A Correctly Rendered Invoice for a Telecommunication Service must be:
(a) rendered within the first 10 days of each month and relate to the charges incurred during the
previous month;
(b) delivered in the format specified in Schedule 2 of the Agreement (provided that in the absence of
any requirements relating to format in Schedule 2, it means the format (if any) specified in the
Order); and
(c) itemise the Telecommunication Services to which the invoice relates; including
(i) the respective charges for the Telecommunication Services; and
(ii) the date and time at which the charges were incurred.

8.2 Subject to clause 8.3 charges not invoiced in accordance with clause 8.1 may be included in a
subsequent Correctly Rendered Invoice if the:
(a) charges are listed separately from the current charges; and
(b) date and time that the charges were incurred is clearly identified; and
(c) invoice is issued within the Back Billing Period.

8.3 If the charges are not invoiced within the Back Billing Period, the Customer does not have to pay those
charges unless by mutual agreement, the charges have been withheld for subsequent invoicing; or
(a) the charges are disputed and, with the Customers knowledge, the Contractor has refrained from
invoicing them because of the dispute;
(b) the delay is attributable to an Event; or
(c) the Customer caused or contributed to the delay.

8.4 The Contractor shall comply with requirements of the Customer for aggregated or consolidated invoicing
as set out in Schedule 2 (provided that in the absence of any requirements relating to invoicing in
Schedule 2, it means the format (if any) specified in the Order).

9. AUDITS
9.1 The Contractor must maintain records and supporting Documentation sufficient to permit a complete
audit of the provision of the Telecommunications Services by the Contractor in accordance with this
clause 9.

9.2 The Parties agree that:
(a) the Contract Authority will be permitted to arrange an audit of any invoices at the Contract
Authoritys election (limited to those invoices rendered to the Customer within the six month period
prior to the relevant audit);
(b) the Contractor is to do all things reasonably necessary to facilitate a prompt and efficient audit.
Reasonable notice is to be provided of an intended Contract Authority audit;
(c) the audit is to be carried out by an auditor, inspector, regulator or other representative nominated by
the Contract Authority (with suitable qualifications and experience) during normal business hours
(unless the Contractor agrees otherwise), and the Contract Authority (and its auditors) shall be
required to comply with the Contractors standard security procedures whilst on the Contractors
premises.

9.3 The Parties agree that the Contract Authority may at its own cost (except where the Contractor is
required to bear certain costs under clause 9.3(d)) engage an independent consultant (with suitable
qualifications and experience, who must not be a competitor of the Contractor) to undertake the billing
services audit in accordance with the following terms:
(a) The Contract Authority must ensure that the independent consultant provides a confidentiality
undertaking in a form reasonably acceptable to the Contractor.

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(b) The Contractor must, at no additional cost to the Customer or the Contract Authority:
(i) provide all co-operation reasonably required by the independent consultant; and
(ii) provide the independent consultant with access (at reasonable times and on reasonable
notice) to all Documentation, materials and other information (including information in electronic
form) relating to the provision of billing services to the Customer or relating to the Agreement
for the purposes and to the extent reasonably necessary to enable the conduct of audit of the
Contractors provision of the billing services.
(c) The independent consultant is not entitled to have access to:
(i) the Contractors network;
(ii) any information that would enable the independent consultant to determine the costs of the
Contractor; or
(iii) the Contractors core billing systems.
(d) The Customer and/or the Contract Authority shall pay for the audit unless the audit discloses:
(i) a discrepancy between the charges invoiced during the period audited and the auditors
assessment of the applicable charges for that period; and
(ii) that any amount invoiced during the period audited is found by the independent consultant to
be overcharged in error by more than 5 per cent, in which case the Customer may recover:
(i) the overcharged amount; and
(ii) the costs of the audit conducted, subject to the following limitations:
(A) limited to a maximum of 50% of the costs of the audit in those circumstances where
the discrepancy is 5% or more, but less than 10%;
(B) limited to a maximum of 75% of the costs of the audit in those circumstances where
the discrepancy is 10% or more, but less than 20%; and
(C) 100% of the costs of the audit in those circumstances where the discrepancy is 20%
or greater,
in accordance with clause 16.3 of the Standard Terms and Conditions.

9.4 The Parties agree that the Contract Authority may request an audit of the Contractors performance of
the Telecommunications Services (other then billing services), including the Contractors compliance
with the Service Levels, no more than once annually unless a second or subsequent audit during that
period is required to be conducted:
(a) at the request of the internal audit department of the Contract Authority or the Customer in the
course of conducting an agency-wide audit;
(b) for the purpose of verifying the accuracy of any incident report provided by the Contractor in relation
to a significant failure, or recurring failures, in relation to the Telecommunications Services;
(c) for the purpose of verifying that the Contractor has undertaken any actions required as a result of a
previous audit, provided that the Contract Authority cannot reasonably achieve that purpose without
conducting an audit; or
(d) at the request or direction of a regulator.

The Contractor shall keep and ensure all its records, invoices and all relevant supporting documentation
are available for a period of six years following the termination or expiration of this Agreement.

9.5 The Contractor is to do all things reasonably necessary to facilitate a prompt and efficient audit of the
Telecommunications Services. Reasonable notice is to be provided of an intended Contract Authority
audit. The audit is to be carried out during normal business hours (unless the Contractor agrees
otherwise) at a time and date mutually agreed between the Contract Authority and the Contractor and in
a manner that does not unduly interfere with the Contractors normal business activities. The Contract
Authority (and its auditors) are to comply with the Contractors standard security procedures whilst on
the Contractors premises. Any audit will be conducted subject to the confidentiality provisions set out in
the Standard Terms and Conditions.

9.6 The Parties agree that the Contract Authority may at its own cost engage an independent consultant
(with suitable qualifications and experience) to undertake the audit of the Telecommunications Services
in accordance with the following terms:

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(a) The Contract Authority must ensure that the independent consultant provides a confidentiality
undertaking in a form reasonably acceptable to the Contractor.
(b) The Contractor must, at no additional cost to the Customer or the Contract Authority:
(i) provide all co-operation reasonably required by the independent consultant; and
(ii) provide the independent consultant with access (at reasonable times and on reasonable
notice) to Sites only to the extent reasonably necessary to enable the independent expert to
audit the provision of the Telecommunications Services (other than billing services) at those
Sites under the Agreement, provided that such access shall be limited as follows:
(A) in relation to disaster recovery, to be limited to access to a copy of the Contractors
disaster recovery plan to the extent relevant to the Telecommunications Services at those
Sites; and
(B) in relation to the network, to be limited to access to the monitoring tools applicable to the
Telecommunications Services provided at those Sites (any such access to be in the
presence of, and under the supervision of, the Contractors nominated personnel).(c) The
audit rights under this clause 9.5 extend to audits or practices, procedures, systems and
general controls relating to the Telecommunications Services (including security), but do
not include audits of all or part of the Contractors network or the Contractors billing
systems.

10. ISSUE RESOLUTION
10.1 For the avoidance of doubt, an Issue Notice in relation to a Telecommunication Service shall include the
following information (if it is reasonably available):-
(a) the relevant account number, invoice reference number and invoice date;
(b) the invoice amount or the amount relating to the relevant account (whichever is applicable);
(c) the Telecommunication Service and amount in dispute; and
(d) the reasons for the dispute.

11. NETWORK MANAGEMENT AND SERVICE LEVELS
11.1 The Contractor must:
(a) use all reasonable endeavours to undertake all maintenance of the Contractors network at such
times and in such manner as to avoid any impact on the provision of Telecommunications Services
to Customers in accordance with the Agreement; and
(b) continue to meet or exceed the Service Levels while undertaking maintenance of the Contractors
network, provided that the Contractor may undertake scheduled maintenance (upon giving 48 hours
written notice) that causes non-compliance with the Service Levels up to a maximum of 24 hours in
any 365 day period (as measured across all Telecommunications Services provided to the
Customer). The Contractor must ensure that the Contractors network has sufficient redundancy to
enable the Contractor to comply with its obligation in relation to the Service Levels under this clause
11.1.

11.2 Without prejudice to its obligation under clause 11.1 of this Module 9, where the Contractor reasonably
anticipates that:
(a) any scheduled maintenance of the Network will or might have an impact on the provision of
Telecommunications Services to the Customers; and
(b) the Contractor may not be able to meet or exceed the Service Levels while undertaking such
maintenance;

the Contractor must obtain the Customers express written approval at least 5 business days prior to
undertaking such maintenance, and the Customer must act reasonably in giving or withholding such
approval.

11.3 Notwithstanding clause 11.2 of this Module 9, the Contractor may conduct non-scheduled maintenance
on the Contractors network in the event of an emergency.

11.4 The Contractor must monitor the Telecommunications Services at all times to ensure availability to the
Customer in accordance with the Service Levels.

11.5 The Contractor will immediately notify the Customer of the occurrence of, or the pending or threatened
occurrence of any event that may adversely affect the Contractors ability to perform the
Telecommunication Services in accordance with the Agreement, including the Service Levels.

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11.6 The Contractor warrants that Customer will have access to the Telecommunication Services in
accordance with the Service Levels. Where a fault occurs in a Telecommunication Service, then the
Contractor is to proceed with reasonable skill and care to remedy or assist in remedying the fault.

11.7 Unless the fault or delay of the Contractor is caused by an Event, the Price of the affected
Telecommunication Service shall be adjusted in accordance with the Service Level Agreement where
the provision of the Telecommunication Services by the Contractor has not complied with the Service
Levels.

11.8 During the Term, the Contractor will maintain a telephone help desk in accordance with the scope and
service levels set out in Schedule 2 of the Agreement, to provide consultations, assistance, advice and
problem determination to the Customer on:
(a) the operation and function of the Telecommunications Services; and
(b) faults in the Telecommunications Services.

11.9 Help desk services will be provided by the Contractor in accordance with the specific requirements set
out in Schedule 2 of the Agreement.

11.10 In exercising its rights under clause 11.5.3 of the Standard Terms and Conditions, the Customer is not
entitled to have access to the Contractors network.

12. REPORTING REQUIREMENTS
12.1 The Contractor must comply with the reporting requirements set out in Schedule 2 of the Agreement.

12.2 Without limiting the foregoing, the Contractor must also make available to the Contract Authority a copy
of all reports and records that the Contractor is required to provide to the Customer under Schedule 2 of
the Agreement, together with copies of all Orders received from Customers in the prior month, at no
additional cost to the Customer.

13. BENCHMARKING OF SERVICES
13.1 The Contract Authority may undertake benchmarking of Telecommunication Services no more than
twice annually, for the purposes and scope specified below:
(a) to compare:
(i) the Prices the Customer is paying to the Contractor for the Telecommunications Services; and
(ii) the quality and standard of performance of the Telecommunications Services (as reflected in,
among other things, the Service Levels),
against prices being paid by, and the quality and standard of performance of services being
provided to, the Customers peer organisations for the same or similar services at similar
volumes, functionality and in similar geographic regions; and
(b) to implement the results of the Benchmarking Report in accordance with clause 13.7 of this Module
9.

13.2 The Contract Authority may at its own cost engage an independent consultant to undertake the
benchmarking (Benchmarker). The Benchmarker will be selected from the Benchmarking Panel. The
Parties agree that the Contract Authority may disclose to the Benchmarker any provisions of this Module
9 and the Agreement relevant to the Telecommunications Services, and that the Benchmarker will be
required to comply with each of the Parties reasonable confidentiality and security requirements.

13.3 The Parties must give the Benchmarker:
(a) access to any premises, equipment, personnel, records or documents; and
(b) any assistance,

reasonably required by the Benchmarker to conduct the benchmarking exercise. Without limiting the
foregoing, the Contractor must provide the Benchmarker with reasonable access to its price, staffing
and configuration information on request, but may require this to be in confidence. The Contractor is
under no obligation to disclose information dealing with customer-specific internal costs, profit margins
or confidential customer information if that information identifies the customer, but must provide the
required information to the Benchmarker in a way that does not identify the customer.

13.4 Each Party will bear its own internal costs of complying with its obligations under this clause 13.

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13.5 A benchmarking exercise will be based on average data for broadly equivalent services in Australia for
the immediately preceding 12 month period. The Contract Authority must instruct the Benchmarker to
benchmark the Telecommunications Services on the basis of the following measures:
(a) the Prices paid by the Customer for the Telecommunications Services; and
(b) the quality of performance of the Telecommunications Services, including Service Levels;

taking into account the volume, geographic service coverage, service levels and quality of comparable
services.

13.6 The Contract Authority will use its reasonable endeavours to ensure that the Contractor has an
opportunity to provide input into the benchmarking exercise and to comment on a draft of the
Benchmarkers benchmarking report before it is issued in final form.

13.7 Where the Benchmarker finds that the Prices charged by the Contractor for any Telecommunications
Services are higher than those identified in the benchmarking report the Contractor must adjust the
Prices to match the benchmark with effect from two months following the date of commencement of the
benchmarking exercise.

13.8 If the Contractor fails to implement the results of any benchmarking exercise as required and identified
in clause 13.7 of this Module 9, the Contractor will be in material breach of the Agreement and the
Contract Authority may:
(a) terminate the Agreement, in whole or in part, on at least 30 days notice, without having to pay any
compensation to the Contractor (subject to the obligations of the Customer in relation to fees due
and payable under the Agreement in respect of Telecommunications Services provided up until the
date of termination, and subject to the Parties obligations in relation to the Transition-Out Services
under clause 15 of this Module 9); and
(b) cease to acquire the whole or any specified part of the Telecommunications Services affected by
the benchmarking exercise, and in such case the Customer will have no obligation to pay any fees
in respect of those Telecommunications Services, following the date of termination.

14. TRANSITION IN ARRANGEMENTS
14.1 On request by a Customer, the Contractor must prepare a plan for transition-in in accordance with the
specific requirements set out in Schedule 2 (Transition-In Plan) for the transition of
Telecommunications Services to the Contractor (Transition-In Services) within 30 days following the
Customers request, which must be approved by the Customer prior to the Contractor implementing any
of the required Telecommunications Services.

14.2 The Transition-In Plan shall be binding on the relevant Parties following approval by the Customer
pursuant to clause 14.1 of this Module 9, and the Contractor must perform all of the Transition In
Services identified in the Transition-In Plan. Subject to clause 14.3 of this Module 9, the Contractor
must perform the Transition In Services without any disruption to the Customers business.

14.3 For the avoidance of doubt, the Contractor will be liable for any disruption in the performance of the
Transition In Services except where such disruption:
(a) has been identified by the Contractor as a planned disruption in the Transition-In Plan; or
(b) is beyond the effective control of the Contractor.

15. TRANSITION OUT ARRANGEMENTS
15.1 On termination or expiry of the Contract or part of the Contract by the Customer, the Contractor will
provide such assistance as is reasonably necessary for the Telecommunication Services to continue
without interruption for a period of up to six months (Transition Out Period) on the same terms as the
Contract to facilitate an orderly, prompt and efficient transition to an alternative service provider or to the
Customer (except in those circumstances where termination arises as a result of the Customers failure
to pay moneys owing in accordance with clause 18.5 of the Standard Terms and Conditions).

15.2 Telecommunications Services disengaged in accordance with this clause 15 (whether encompassing all
or part of the Telecommunications Services), and any additional services which the Contractor is
required to provide under this clause 15, are referred to in this clause 15 as the Transition Out Services.

15.3 The Contractor must, in relation to the Telecommunications Services disengaged under this clause 15:
(a) continue to provide such Telecommunications Services (including any associated monitoring,
reporting and other related services required under the Agreement), during the Transition-Out
Period in accordance with the terms of the Agreement;

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(b) do everything within its control to ensure that there is no disruption to such Telecommunications
Services during the Transition-Out Period; and
(c) provide for the orderly hand over of such Telecommunications Services to a third party supplier
nominated by the Customer.

15.4 The Customer may terminate the Transition-Out Services, in whole or in part, at any time by giving the
Contractor 10 business days written notice of such termination.

15.5 On request by a Customer, the Contractor must prepare a plan for the disengagement of
Telecommunications Services in accordance with the specific requirements set out in Schedule 2
(Transition-Out Plan) within 30 days.

15.6 The Customer must pay the Contractor for any Telecommunications Services provided during the
Transition-Out Period in accordance with the Prices specified in the Agreement in effect immediately
prior to the commencement of the Transition-Out Period.

15.7 The Customer must also pay the Contractor a reasonable amount for any additional services (other than
Telecommunications Services referred to in clause 15.6 of this Module 9), costs and expenses incurred
in the provision of the Transition-Out Services calculated to the extent practicable in a manner
consistent with the Prices, such amount to be agreed and specified in the Transition-Out Plan.

16. COOPERATION WITH THIRD PARTY SUPPLIERS
16.1 Without limiting clause 17 of this Module 9, the Contractor agrees to comply with the Customers
reasonable requests for cooperation and assistance for the Customer and its third party suppliers (if
any) in connection with the Telecommunications Services but which cooperation must at a minimum
include providing all reasonable co-operation and assistance in relation to the following matters:
(a) ensuring that the Telecommunications Services are able to be delivered in conjunction with other
relevant projects and services in a coordinated, effective and timely manner;
(b) providing:
(i) connection to any infrastructure, facilities or equipment, or access to the Documentation or
materials used in providing the Telecommunications Services; or
(ii) any information regarding the network or system constraints, protocols, interfaces, architecture
and other operating parameters which provision is necessary to enable the Customer to
properly receive the Telecommunications Services or for the third party supplier to perform any
related services;
(c) connection or interfacing between the Customers or third party suppliers equipment or software
and the Contractors facilities or systems used to provide the Telecommunications Services, and
making the Customers or third party suppliers equipment or the output of any services compatible
with the Contractors facilities or systems used to provide the Telecommunications Services; and
(d) agreeing on procedures with the Customer and any third party suppliers for the division of
responsibilities in relation to services and functions that may overlap between the Contractor and
third party suppliers.

16.2 If the Contractor provides a connection to any infrastructure, facilities, equipment or access to any
Documentation under this clause 16, this connectivity or access is subject to the Contractors
reasonable security requirements and procedures. If the Contractor provides information to a third party
supplier under this clause, that third party supplier must, if required by the Contractor, sign a non-
disclosure undertaking in a form reasonably requested by the Contractor and affording no less
protection than those standards applied by the Contractor to the protection and disclosure of its own
confidential information.

17. COOPERATIVE PROBLEM RESOLUTION PROCEDURES
17.1 Where the Contractor in good faith believes that a problem relating to the Telecommunications Services
is not the responsibility of the Contractor under the Agreement but is the responsibility of a third party
provider, the Contractor must work diligently to determine the cause of the problem until the Contractor:
(a) determines that it is responsible for resolving the problem, in which case the Contractor must notify
the Customer accordingly and proceed to remedy the problem in a timely manner and in
accordance with its obligations under the Agreement; or
(b) has handed over responsibility for the resolution of the problem to the third party provider in
accordance with this clause 17.

17.2 The Contractor may only hand over responsibility for the resolution of a problem referred to in this
clause 17 to a third party provider where the Contractor:

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(a) has investigated the problem in accordance with this clause 17;
(b) has reasonable grounds to believe that the cause of the problem is a factor for which the third party
provider is responsible; and
(c) has given the Customer and the third party provider:
(i) notice that it has investigated the problem;
(ii) a description of the factor or factors which the Contractor considers to have caused the
problem; and
(iii) a copy of any network or service reports and such other data as reasonably necessary to
establish that the cause of the problem is a factor for which the third party provider is
responsible.

17.3 If, after handing over responsibility for the resolution of a problem to the third party provider in
accordance with this clause 17, the third party provider subsequently notifies the Contractor that it
believes that the Contractor is responsible for the resolution of the problem, the matter will be resolved
in accordance with the issue resolution procedures set out in the Agreement.

18. SECURITY
18.1 The Contractor must use all reasonable endeavours to:
(a) implement and maintain appropriate security measures relating to the Telecommunications
Services with the purpose of the prevention of unauthorised access:
(i) by any third party to the Contractors network; and
(ii) by any Customer to the data or Confidential Information of another Customer;
(b) ensure that all software deployed in the delivery of the Telecommunications Services incorporates
industry best practice in relation to the implementation of encryption systems, anti-virus protection,
patches, updates and upgrades for security purposes;
(c) implement and maintain appropriate measures to maintain the confidentiality and integrity of data in
the Contractors network;
(d) provide an applicable Information Security Management System in accordance with AS/NZS
ISO/IEC 17799:2001 Information Technology Code of Practice for Information Security
Management (as updated from time to time) and, as relevant, AS 13335 Parts 1 to 5 Information
Technology Guidelines for the Management of IT Security (as updated from time to time) or
equivalent;
(e) meet the following standards:
(i) Information Security Guidelines for NSW Government Part 3: Information Security Baseline
Controls (January, 2001), as updated from time to time (available from
http://www.oict.nsw.gov.au/pages/4.3.18-Security-Pt3.htm);
(ii) AS/NZS 7799.2:2000 (Previously known as 4444.2) Information security management -
Specification for information security management systems, as updated from time to time; and
(iii) relevant information privacy statutes and codes of practice issued pursuant to such privacy
statutes; and
(f) address any specific security needs of the Customer in relation to the Telecommunications
Services, as notified to the Contractor in writing from time to time, provided that to the extent such
request is in addition to the requirements for compliance with this clause 19, the Customer must
bear the cost of such additional requirements.

18.2 The Contractor must provide to the Customer:
(a) as soon as reasonably practicable following a request by the Customer:
(i) a statement of the types and severity of any security risks to confidentiality and integrity against
which the Contractors network is safeguarded from time to time;
(ii) a copy of the Contractors then current security policy; and
(iii) the details of any changes made to the security policy since the last time a copy was provided
to that Customer; and

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(b) following any security incident affecting the Contractor in respect of the Telecommunications
Services:
(i) notification of the security incident within one business day; and
(ii) a detailed security incident report within 3 business days.

18.3 Clause 11.3(g) of the Standard Terms and Conditions shall have no application to Telecommunications
Services under this Module 9.

19. INTELLECTUAL PROPERTY AND OWNERSHIP OF DATA
19.1 For the purposes of this Module 9, clause 9.2 of the Standard Terms and Conditions is replaced with
this clause 19.

19.2 For the purposes of this clause 19:

Customer Works means
(a) all information provided to the Contractor by the Customer under this Module;
(b) any Confidential Information of the Customer or other information proprietary to it;
(c) all reports, diagrams (including network diagrams), Documentation, cable records and all other
material (including, for the avoidance of doubt, any business processes, tools or methodologies)
created by the Contractor for the exclusive purpose of providing the Telecommunications Services
to that Customer; and
(d) all information and records (including all monitoring information and records) relating to the supply
of the Telecommunications Services by Contractor to that Customer, including without limitation all
details relating to utilisation levels and traffic data (but excluding Contractor Network Data);

Contractor Network Data means any network data and network information (including statistical data
and configuration information, and any other such data necessary for administrative, corporate
governance, network operations, facilities management and related purposes) relating directly to the
Contractors provision of the Telecommunications Services in accordance with this Agreement, which is
generated by the Contractor, by the Contractors network, or by the Contractors software, systems or
equipment which monitor the operation or performance of its network, and includes:

(a) any documentation or records related to such data or information;

(b) any products resulting from the use or manipulation of such data or information; and

(c) any and all copies of any of the above.

Contractor Works means all Works other than Customer Works, including Contractor Software and
Contractor Tools and Methodologies and Contractor Network Data and any other Works which relate to
the Contractors Network or any development, improvement, modification to or extension of the
Contractors Network; and

Generic Third Party Documentation means Documentation provided to the Contractors customers
generally, to the extent that such generic Documentation incorporates Contractor Works in which
Intellectual Property Rights are owned by a third party.

19.3 The Customer will own all Intellectual Property Rights in the Customer Works immediately from creation
(including part creation) regardless of whether the Intellectual Property Right arises during or after
termination of the .Agreement.

19.4 The Contractor assigns to the Customer all Intellectual Property Rights in all Customer Works created or
developed by the Contractor. This assignment will be effected on the creation of such Intellectual
Property Rights (including as a present assignment of future copyright) without the need for further
consideration.

19.5 The Customer grants to the Contractor, for the effective period of the Contract, to the extent necessary
and for the sole purpose of providing the Services, a royalty-free, non-exclusive, non-transferable
licence to use the Customer Works in Australia for the purpose of providing the Telecommunications
Services to the Customer.

19.6 The Contractor retains all Intellectual Property Rights in the Contractor Works immediately from creation
(including part creation) regardless of whether the Intellectual Property Right arises during or after
termination of the Agreement.

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19.7 The Contractor grants to the Customer a royalty free, irrevocable, non-transferable and non-exclusive
right and licence to use:
(a) during the Term and any Transition-Out Period: the Contractor Works (including Contractor
Works in which the Intellectual Property Rights are owned by a third party, or which relate to the
Contractors network) and all Generic Third Party Documentation, but excluding the Contractor
Network Data which is governed by paragraph (b); and
(b) in perpetuity: the Documentation (other than Generic Third Party Documentation) and the
Contractor Network Data, such use to be limited to the Customers internal operational purposes.

19.8 The Contractor must, in addition to its obligations under clause 11.7 of the Standard Terms and
Conditions and without limiting its obligations under the Standard Terms and Conditions in relation to
compliance with the Statutory Obligations:
(a) comply with all applicable telecommunications standards and codes; and
(b) obtain and maintain any licences, authorisations, consents, approvals and permits required under
any applicable Statutory Obligations to provide the Telecommunications Services.

20. ESCROW OF SOURCE CODE
20.1 For the purposes of this clause 20:

Escrow Agreement means an Agreement substantially in the form of Schedule 11 duly amended as
necessary to include the Contract Authority in place of the Customer.

Escrow Materials means the source code and/or object code of any Deliverable and all other
computer programs, Documentation, drawings and plans necessary to keep the Deliverables in good
order and repaid that are specified in the Agreement.

20.2 If specified in the Agreement Details, the Contractor must arrange:
(a) for itself, the Contract Authority and an escrow agent approved by the Contract Authority to enter
into an Escrow Agreement in relation to the Escrow Materials; or
(b) for the Contract Authority to become a party to an escrow arrangement which already covers the
Escrow Materials which the Customer regards as a satisfactory arrangement.
20.3 Any escrow arrangements to which the Contract Authority becomes a Party under this clause 20 must
endure for at least the Term of the Agreement unless otherwise agreed. The Parties will bear the costs
connected with such escrow arrangements in the proportions agreed by them in writing.
20.4 The Contractor must consult with and comply with the reasonable directions of the Contract Authority in
any negotiations with the escrow agent arising under this clause 20.
20.5 The Contractor agrees that the Contract Authority may, if reasonably required by a Customer, disclose
or provide to that Customer:
(a) any Escrow Materials and Supporting Material received pursuant to this clause 20.
(b) documentation or conclusions formed or received by the Contract Authority or independent
assessor in relation to testing and verification conducted in relation to the Source Code and
Supporting Material.
20.6 Unless otherwise stated in the Agreement, clause 14.8 of the Standard Terms and Conditions is not to
have effect.

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MODULE 09A TELECOMMUNICATIONS SERVICES
SPECIAL TERMS FOR GTA CATEGORY 1B SERVICES (BROADBAND LOCAL ACCESS)
Version 2.1.3

These special terms (Special Terms):

(a) apply to the supply of broadband local access services by the Contractor to the Customer between the
Customers nominated site(s) and the Core Network at designated network access points (NAPs) for the
purpose of enabling the Customer to receive Core Network Services (with such broadband local access
services to be referred to as GTA Category 1B Services (Broadband Local Access)); and

(b) are incorporated into and form part of this Module 9 (including for the purposes of construing the Order
of Priority recited in clause 6.4 of the Agreement).

1. INTRODUCTION TO SPECIAL TERMS
(a) The Contractor agrees to provide to the Customer those Telecommunications Services identified in
Schedule 3 as GTA Category 1B Services (Broadband Local Access) in accordance with this
Module 9 (including these Special Terms).

(b) For the purposes of these Special Terms:
(i) Core Network Services Agreement means the agreement by which the Core Network
Provider is appointed as Core Network Provider for the purpose of providing bandwidth
capacity services to NSW Government via the Core Network;
(ii) Core Network Provider means the carrier appointed as Core Network Provider pursuant to
the Core Network Services Agreement;
(iii) Core Network means the broadband telecommunications network established and operated
by the Core Network Provider in accordance with the Core Network Services Agreement.
(iv) Customer means, in connection with the supply of GTA Category 1B Services only, an Eligible
Customer who places an Order;
(v) Eligible Customer means, in connection with the supply of GTA Category 1B Services only,
the Departments and Agencies listed in the Schedule to the Special Terms for GTA Category 1
B Services.
(vi) Reference Interconnection Offer (RIO) Agreement means an agreement between the
Contractor and the Core Network Provider in the form prescribed by the Department of
Commerce; and
(vii) Order means, in connection with the supply of GTA Category 1B Services only, an Order duly
completed by the Customer in respect of GTA Category 1B Services in the form attached to
this Module (and this definition shall apply to the exclusion of any definition of Order
contained elsewhere in the Contract for the purposes of GTA Category 1B Services),

and a capitalised term not defined above has the meaning given to it in the Dictionary.

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2. RIO AGREEMENT
The Contractor must:
(a) enter into a Reference Interconnection Offer (RIO) Agreement with the Core Network Provider as
soon as practicable following execution of this Contract for the purpose of facilitating
interconnection with the Core Network at designated network access points (NAPs); and
(b) comply with the terms of the RIO Agreement for the duration of the term.

3. ORDER PROCESS
The Customer or its nominated Managed Service Provider may lodge an Order:
(a) specifying the location of the Customer sites which the Customer requires to be connected to
selected NAPs of the Core Network; and
(b) completing all other details relating to the GTA Category 1B Services as required in the Order.

4. MANAGED SERVICE PROVIDER
The Customer may elect to appoint a Managed Service Provider to act as its authorised representative
in relation to the ordering and management of the GTA Category 1B Services (including payment
arrangements). This should be implemented via Module 11 (Special Terms relating to Management of
GTA Category 1B Services).

5. AMENDMENTS TO THE TERMS OF THE CONTRACT
The terms of the Contract are amended such that, to the extent that they relate to GTA Category 1B
Services:

(a) in addition to the termination provisions contained in this Contract (refer to clause 18 of the
Agreement), the Contract is automatically terminated in relation to GTA Category 1B Services
immediately upon:
(i) the termination or expiry of the RIO Agreement; or
(ii) the termination or expiry of the Core Network Services Agreement; and
(b) clause 14 of this Module 9 shall have no application to GTA Category 1B Services.

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Schedule to Special Terms for GTA Category 1 B Services

Eligible Departments and Agencies

Arl 0a||ery ol NeW 3oulr wa|es
Auslra||ar Vuseur
Allorrey 0erera|'s 0eparlrerl
8olar|c 0arders Trusl
0eparlrerl ol Age|rg 0|sao|||ly ard
lore Care
0eparlrerl ol Correrce
0eparlrerl ol Corrur|ly 3erv|ces
0eparlrerl ol Correcl|ve 3erv|ces
0eparlrerl ol Educal|or ard Tra|r|rg
0eparlrerl ol Erergy, ul|||l|es ard
3usla|rao|||ly
0eparlrerl ol Erv|rorrerl ard
Corserval|or
0eparlrerl ol lous|rg
0eparlrerl ol lrlraslruclure P|arr|rg
ard Nalura| Resources
0eparlrerl ol Juver||e Jusl|ce
0eparlrerl ol Lards
0eparlrerl ol Pr|rary lrduslr|es,
corpr|s|rg:
o N3w Agr|cu|lure
o V|rera| Resources
o 3lale Foresls
o N3w F|srer|es
0eparlrerl ol Tour|sr, 3porl ard
Recreal|or
Erv|rorrerl Prolecl|or Aulror|ly
l|slor|c louses Trusl

Lega| A|d Corr|ss|or ol N3w
V|r|slry lor lre Arls
N3w 8oard ol 3lud|es
N3w F|re 8r|gades
N3w lea|lr, corpr|s|rg lre lea|lr
Adr|r|slral|or Corporal|or, lre
0eparlrerl ol lea|lr ard ary Area
lea|lr 3erv|ce (as del|red |r lre lea|rn
$erv|ces /cr '997 (N3w)).
N3w Par||arerl
N3w Po||ce
0ll|ce ol lre 0|reclor ol Puo||c
Prosecul|ors
PoWerrouse Vuseur
Puo||c Truslee 0ll|ce
Resources N3w
Rura| F|re 3erv|ce
3lale Erergercy 3erv|ces
3lale L|orary ol N3w
3lale Records Aulror|ly ol N3w
3ydrey 0|yrp|c Par| Aulror|ly
3ydrey laroour Foresrore Aulror|ly
3ydrey 0pera louse
Ra|| Corporal|or N3w
Roads ard Trall|c Aulror|ly
walerWays
wor|cover Aulror|ly

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MODULE 10 WEB SERVICES
Version 2.1.3

1. INTERPRETATION
Customer places an Order for the Web Services.

Back Billing Period means a period of 3 months from the date that charges are incurred by the
Customer unless otherwise specified in the Order.
Customer Data means all information, data, text, logos and images provided by the Customer or by a
third party on behalf of the Customer which forms part of the Website.
Directory Data means a database of User accounts and information specifying the structure of the
levels of User access to the Internet Services required by the Customer in the Order.
Domain Name means the address or identifier of the location of the Website on the Internet.
Filtering Services mean the provision of services restricting or denying access by a User to content
as more particularly described in the Order.
Hosting Services means Hosting Services and Filtering Services as more particularly described in
the Order.
Internet means an interconnected system of networks that connects computers around the world to
facilitate the electronic exchange of data and information.
Internet Services means access to the Contractors connection to the Internet and any associated
Filtering Services as more particularly described in the Order.
Scheduled Maintenance means maintenance that needs to be performed on the Contractors
equipment to ensure that the equipment performs within the Contract Specifications.
Service Levels means the performance metrics, indicators and adjustments for the Web Services
specified in the Service Level Agreement and/or the Order.
Storage Capacity means the space to be provided by the Contractor to the Customer on the
Contractors servers in accordance with the Order.
Remote Access Services mean the provision of Internet Services to a User not directly connected to
the Customers network.
User means a user of the Web Services authorised to log on to the Customers network or the
Website by the Customer.
Visitor means a person other than the Customers Users who seeks access to the Webs Services.
Website means a computer that acts as a server for Web Pages created or hosted by the Contractor.
Web Services means any Internet Services, Filtering Services and Hosting Services specified in the
Order.
Web Pages means documents that can contain text, graphics and sound available to Customers
Users and Visitors on the World Wide Web.
World Wide Web means an Internet information service using hypertext documents.

1.3 Definitions of other capitalised words and expressions used in this Module and not defined in clause 1.2
are contained in Part 2 of the Agreement.

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2. PERIOD OF THE WEB SERVICES
2.1 The Contractor shall provide the Customer with the Web Services specified in an Order for the Contract
Period unless the Web Services are terminated earlier in accordance with the Agreement. If no Contract
Period is specified in the Order, then the Web Services will be provided for the period continuing from
the Commencement Date until either party cancels the Web Services with 30 days prior Notice in
Writing.

3. WEB SERVICES
3.1 The Contractor must ensure that the Web Services have sufficient capacity, availability and quality
during the Contract Period in accordance with the requirements of the Service Level Agreement and the
Contract Specifications.

3.2 The Contractor acknowledges that it has:
(a) examined all information which is relevant to risks, contingencies and other circumstances which
could affect the supply of the Web Services which is obtainable by making reasonable enquiries;
and
(b) satisfied itself as to the availability of labour, resources and services required.

4. INTERNET SERVICES
4.1 Unless otherwise specified in the Order, the Customer shall provide telephone lines, modems, computer
hardware and software and all other equipment within the Customers network necessary to enable
Users to access the Internet Services.

4.2 The Contractor shall supply such connection as specified in the Order to provide the Remote Access
Services.

4.3 The Contractor shall set up and maintain User accounts and provide for User access to the Internet
Services in accordance with the Directory Data specified in the Order.

4.4 The Contractor shall provide all necessary Users identification or log-in information to enable the
Customer and Users to access the Internet.

4.5 The Customer is responsible for the protection of any User identification or log-in information. The
Customer shall promptly inform the Contractor of any unauthorised disclosure or loss of User
identification or log-in information.

5. USE OF INTERNET SERVICES
5.1 Except for the Filtering Services, the Customer acknowledges the Contractor does not in any way
supervise, aid or control the content and form of any information or data accessed through the Internet
Services.MODULE 10
WEB SERVICES
5.2 The Customer will not and shall use reasonable endeavours to ensure that its Users do not use the
Internet Services:
(a) for any illegal, fraudulent or defamatory purposes;
(b) to engage in the bulk transmission of unsolicited electronic mail;
(c) to send or cause to be sent any computer worms, Viruses, or other similar programs;
(d) to make unauthorised access to any other computer accessible via the Internet Services;
(e) to send any harassing, obscene, indecent, offensive or threatening electronic mail; or
(f) to reproduce, distribute, transmit, publish, copy or exploit any material that constitutes an
infringement of any Intellectual Property right of a third party in Australia.

6. DATA
6.1 The Contractor shall provide the Customer with such information as reasonably required by the
Customer in relation to the setting up of individual User accounts and User access to the Internet
Services.

6.2 The Contractor acknowledges and agrees that all proprietary rights including Intellectual Property rights
subsisting in the Directory Data vest in the Customer and that the Contractor has no rights in the
Directory Data except as expressly provided in the Order.

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7. SCALABILITY
7.1 The Contractor agrees to provide any adjustments to the capacity, availability and quality of the Web
Services specified in the Order or the Service Level Agreement during the Contract Period.

8. HOSTING SERVICES
8.1 The Contractor shall ensure that any computer downtime attributable to upgrades, or Scheduled
Maintenance shall not prevent access to the Website by the Users or Visitors in accordance with the
Service Levels.

8.2 The Hosting Services do not include content maintenance and the Contractor shall not be liable for any
deficiency or inaccuracy of any information contained on the Website caused by the Customers failure
to carry out content maintenance unless otherwise specified in the Order.

9. DOMAIN NAMES
9.1 Unless specified in the Order, the Customer will secure a Domain Name for the Website and supply the
Contractor with details of the Domain Name together with a range of available internet protocol (IP)
addresses. The Contractor shall inform the Customer of the IP address that corresponds to the Domain
Name.

10. INTELLECTUAL PROPERTY RIGHTS
10.1 Unless otherwise specified in the Order:
(a) the Intellectual Property rights in the textual, graphical, audio and other material, including
Customers Data to be displayed on the Website; and
(b) the look and feel of the Website, shall immediately vest upon their creation in the Customer without
further need for assurance.

11.1 The Customer shall use reasonable efforts to ensure the Customers Users and Visitors do not place on
the Website material which is in any way, defamatory, illegal, pornographic, violates any applicable
privacy legislation or infringes Intellectual Property rights of any third party.

12. CONTRACTORS OBLIGATIONS
12.1 Except for the Filtering Services the Customer acknowledges that the Contractor does not in any way
supervise aid or control the content and form of any information or data accessed through the Internet.
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12.2 The Contractor shall ensure that any material it incorporates into the Website other than material
provided by the Customer does not infringe the Intellectual Property rights of any person and is not
obscene, offensive, defamatory, illegal, in violation of any applicable privacy legislation or in any way
unsuitable for persons under the age of 18 years.

13. CONTRACT PRICE
13.1 The Contractor promises that the Contract Price for the Web Services identifies all charges for the Web
Services including any charges for training, installation, set up and ongoing access and usage costs.

14. BILLING
14.1 In addition to clause 16.2 of Part 1 of the Agreement, unless otherwise specified in the Order, a
Correctly Rendered Invoice for the Web Services must be:
(a) rendered within the first three weeks of each month and relate to the charges incurred during the
previous month;
(b) delivered in the format specified in the Order; and
(c) itemise the Web Services to which the invoice relates; including
(i) the respective charges for the Web Services; and
(ii) the date and time at which the charges were incurred.

14.2 Subject to clause 14.3 if charges are not invoiced in accordance with clause 14.1, then the charges may
be included in a subsequent Correctly Rendered Invoice if the:
(a) the charges are listed separately from the current charges; and
(b) the date and time that the charges were incurred is clearly identified; and
(c) the invoice is issued within the Back Billing Period.

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14.3 If the charges are not invoiced within the Back Billing Period the Customer does not have to pay those
charges unless by mutual agreement, the charges have been withheld for subsequent invoicing; or
(a) the charges are disputed and, with the Customers knowledge, the Contractor has refrained from
invoicing them because of the dispute;
(b) the delay is attributable to an Event; or
(c) the Customer caused or contributed to the delay.

14.4 The Contractor shall comply with requirements of the Customer for aggregated or consolidated invoicing
as set out in the Order.

14.5 The Customer may request an audit of any invoices rendered to it within the previous six months. The
Contractor is to do all things reasonably necessary to facilitate a prompt and efficient audit. Reasonable
notice is to be provided of an intended Customer audit. The audit is to be carried out during normal
business hours (unless the Contractor agrees otherwise) and the Customer (and its auditors) are to
comply with the Contractors standard security procedures whilst on the Contractors premises.

14.6 The Customer may at its own cost engage an independent consultant to undertake the audit. The
Customer shall pay for the audit unless the audit discloses:
(a) a discrepancy between the charges invoiced during the period audited and the auditors
assessment of the applicable charges for that period; and
(b) that any amount invoiced during the period audited is found by the independent consultant to be in
error by more than 10 per cent, in which case the Contractor shall share equally with the Customer
the costs of the independent consultant to conduct the audit.
MODULE 10
14.7 Where it is disclosed by the audit that the Customer has been overcharged for a Service, the Customer
may recover the overcharged amount in accordance with clause 16.3 of Part 1 of the Agreement.

15. ISSUE RESOLUTION
15.1 For the avoidance of doubt, an Issue Notice in relation to a Web Service shall include the following
information (if it is reasonably available):
(a) the relevant account number, invoice reference number and invoice date;
(b) the invoice amount or the amount relating to the relevant account (whichever is applicable);
(c) the service and amount in dispute; and
(d) the reasons for the dispute.

16. SERVICE LEVELS
16.1 The Contractor will immediately notify the Customer of the occurrence of, or the pending or threatened
occurrence of any event that may adversely affect the Contractors ability to perform the Web Services
in accordance with the Service Levels.

16.2 The Contractor does not warrant that the Customer will have continuous access to the Web Services but
does warrant that Customer will have access to the Web Services in accordance with the requirements
of the Service Levels. Where a fault occurs in a Web Service not controlled by the Contractor, then the
Contractor is to proceed with reasonable skill and care to remedy or assist in remedying the fault.

16.3 Unless the fault or delay of the Contractor is caused by an Event, the Price for the affected Web Service
shall be adjusted in accordance with the Service Levels.

17. BENCHMARKING
17.1 The Customer may undertake at least annual benchmarking of Web Services and Service Levels for the
purposes and scope specified in the Order.

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17.2 The Customer may at its own cost engage an independent consultant to undertake the benchmarking.
Where the independent consultant finds that the Web Services or Service Levels are less than the
benchmark determined by the Consultant, the Contractor shall in consultation and in the time and
manner agreed with the Customer adjust the Web Services or Service Levels to match the benchmark.

18. TECHNOLOGY IMPROVEMENT
18.1 During the Contract the Contractor must, (at its own cost), offer to Customers, the benefits or
improvements resulting from new technologies as soon as such benefits or improvements are generally
commercially available in Australia. These benefits or improvements shall be at no additional cost to the
Customer unless they provide a new function or purpose unrelated to the Web Services.

18.2 The Parties agree to cooperate in good faith to identify opportunities for the Contractor to propose new
services for the purpose of creating technology enabled business value for the benefit of the Customer.

19. TRANSITION

Transition In
19.1 The Contractor must, in addition to any other requirement specified in the Order, as necessary ensure:
(a) it is able to deliver the Web Services stated in the transition plan; and
(b) (to the extent practical) that all third party agreements, licenses or other contractual arrangements
entered into by the Contractor for the purposes of the Contract (agreements) from the date the
transition in process commences incorporate a term requiring the third party to consent to novation
or assignment of those agreements to an alternative service provider or to the Customer upon
termination of the Web Services for any reason. The Contractor will bear any costs resulting from
the inclusion of the above term in those agreements.
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Transition Out Plan
19.2 The Contractor shall, within six (6) months of the commencement of the Contract if required by the
Customer develop to the Customers satisfaction a comprehensive transition out plan on a Time and
Materials basis. The parties shall annually (or other period deemed appropriate by the Customer) review
the transition out plan and the Contractor shall implement any agreed changes.

20. TRANSITION OUT
20.1 On termination or expiry of the Contract or part of the Contract by the Customer, the Contractor will if
requested by the Customer provide such assistance as is reasonably necessary for the Web Services to
continue without interruption for a period of up to six months on the same terms as the Contract to
facilitate an orderly, prompt and efficient transition to an alternative service provider or to the Customer.
Unless otherwise specified in the transition out plan, the Contractor must implement arrangements for:
(a) the novation or assignment (to the extent practical) of any third party agreements, licences and
other contractual arrangements entered into by the Contractor for the purposes of the Contract
(agreements) or the transfer of management responsibility in respect of such agreements, from the
Contractor to an alternative service provider or to the Customer. The Contractor must use its
reasonable commercial endeavours to ensure that the transfer is effected without incurring to the
Customer, any increases in or transfer charges for the products and services to which those
agreements relate;
(b) the selling to the alternative service provider or to the Customer at fair market value any equipment
used by the Contractor for the purposes of the delivery of the Web Services;
(c) the transfer of the Customers data to an alternative service provider and/or to the Customer; and
(d) the granting by the Contractor to an alternative service provider and/or to the Customer of access to
all material held by the Contractor and produced in connection with and for the purposes of
delivering the Web Services, regardless of the manner of storage, except that:
(i) there is no requirement pursuant to this sub-clause 20.1(d) for the Contractor to assign any
Intellectual Property rights in such material; and
(ii) the Customer must agree to comply with any reasonable security and confidentiality
requirements stipulated by the Contractor in respect of access to such material.

20.2 This clause 20 survives termination or expiry of the Contract for a period of six years.

21. AFTER TERMINATION OF THE WEB SERVICES
21.1 The Contractor shall erase a Users identification or log-in information within three days of termination of
the Web Services or upon a written request to do so from the Customer or a User.

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MODULE 11 MANAGED SERVICES
Version 2.1.3

1. INTERPRETATION
Customer places an Order for Managed Services.


Managed Services means Services whereby the Contractor agrees to either manage all or part of the
Customers information technology requirements or otherwise to manage the external delivery of
services to the Customer, as more particularly described in the Order.


2.1 The Managed Services must be provided for the Contract Period unless the Contract is earlier
terminated in accordance with the Agreement. If no Contract Period is specified in the Order, then the
Managed Services will be provided for the period continuing from the Commencement Date until either
party cancels the Managed Services with 30 days prior Notice in Writing.

3. MANAGED SERVICES
3.1 The Contractor must provide the Managed Services specified in the Order in accordance with the
Contract.

3.2 The Contractor agrees that the Managed Services must as a minimum:
(a) meet the Contract Specifications;
(b) be performed in accordance with the Service Level Agreement and any other performance
measures specified in the Service Level Agreement; and
(c) include a transition in plan and transition out plan which each sets out a methodology and program
for meeting the obligations in clauses 4 and 6 respectively.

3.3 Unless otherwise specified in the Order, the Contractor must ensure that the resources and
methodologies used in providing the Managed Services remain consistent with, and reflect, those used
by the Contractor in delivering similar services to other customers at the same time and in similar
circumstances.

3.4 If as part of the Managed Services a Deliverable is required to which the terms or conditions of another
Module relate, those Deliverables may be procured by the Contractor either:
(a) as a Nominee Purchaser, by placing an Order under the relevant Contract Authority agreements; or
(b) as specified in the Order.

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4. TRANSITION IN
The Contractor must, in addition to any other requirement specified in the Order, as necessary:
(a) acquire from the Customer any assets specified in the transition plan;
(b) comply with obligations specified in the Order regarding the transfer or management of third party
agreements;
(c) comply with the requirements of the transition plan concerning the future role of the Customers
existing Personnel, including the transfer of such Personnel to the Contractor;
(d) ensure it is able to deliver the Managed Services from the date stated in the transition plan;
(e) ensure (to the extent practical) that all third party agreements, licences or other contractual
arrangements entered into by the Contractor for the purposes of the Contract (agreements) from
the date the transition in process commences incorporate a term requiring the third party to consent
to novation or assignment of those agreements to an alternative service provider or to the Customer
upon termination of the Managed Services for any reason. The Contractor will bear any costs
resulting from the inclusion of the above term in those agreements; and
(f) prepare a procedures manual which, once agreed by the Customer, will form part of the Contract
and which, in addition to any other requirements specified in the Order, must describe how the
Contractor will manage the delivery of the Managed Services, including:
(i) how compliance with the Service Levels and other performance factors will be measured and
met;
(ii) procedures to identify and rectify failures in the quality of the Managed Services;
(iii) the acceptance procedure for Deliverables supplied pursuant to the Managed Services;
(iv) how changes to the Managed Services or method of delivery will be identified and met;
(v) proposed audit requirements; and
(vi) staffing, reporting, planning, and supervisory activities normally undertaken in respect of similar
services in similar circumstances.

5. SERVICE DELIVERY
5.1 Unless the Customer agrees otherwise in writing, the Managed Services will be performed in Australia.

6. TRANSITION OUT PLAN
6.1 The Contractor shall, within six (6) months of the commencement of the Contract if required by the
Customer develop to the Customers satisfaction a comprehensive transition out plan on a Time and
Materials basis. The parties shall annually (or other period deemed appropriate by the Customer) review
the transition out plan and the Contractor shall implement any agreed changes.

7. TRANSITION OUT
On termination or expiry of the Contract or part of the Contract by the Customer, the Contractor will if
requested by the Customer provide such assistance as is reasonably necessary for the Services to
continue without interruption for a period of up to six months on the same terms of the Contract to
facilitate an orderly, prompt and efficient transition to an alternative service provider or to the Customer.
Unless otherwise specified in the transition out plan, the Contractor must implement arrangements for:

agreements relate;
(b) the selling to the alternative service provider or to the Customer at fair market value any equipment
used by the Contractor for the purposes of the delivery of the Managed Services;
(c) the transfer of the Customers data to an alternative service provider and/or to the Customer; and

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(d) the granting by the Contractor to an alternative service provider and/or to the Customer of access to
all material held by the Contractor and produced in connection with and for the purposes of
delivering the Managed Services, regardless of the manner of storage, except that:
Intellectual Property rights in such material; and

7.2 This clause 7 survives termination or expiry of the Contract for a period of six years.

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MODULE 11A MANAGED SERVICES
SPECIAL TERMS FOR INTEGRATED SERVICES MANAGEMENT (ISM) OF GTA CATEGORY 1B
SERVICES AND CORE NETWORK SERVICES
Version 2.1.3

A. These special terms (Special Terms):

(a) apply where a Customer appoints the Contractor as a Managed Service Provider for the purpose of
providing Managed Services to it in relation to (and to act as its authorised representative in relation
to the ordering, provisioning and management of) GTA Category 1B Services and/or Core Network
Services (GTA and Core Network Managed Services); and

(b) together with the annexed Service Description, are incorporated into and form part of this Module
11 (including for the purposes of construing the Order of Priority recited in clause 6.4 of the
Agreement).

B. In the event of any inconsistency between these Special Terms and the annexed Service Description in
relation to the Contractors provision of the GTA and Core Network Managed Services, these Special
Terms shall prevail.

1. DEFINED TERMS
(a) In these Special Terms:

Customer means, in connection with the supply of GTA and Core Network Managed Services, an
Eligible Customer who places an Order;

Eligible Customer means, in connection with the supply of GTA Category 1B Services only, the
Departments and Agencies listed in the Schedule to the Special Terms for GTA Category 1 B Services.

Order means, in connection with the supply of GTA and Core Network Managed Services only, an
Order duly completed by the Customer in respect of GTA and Core Network Managed Services in the
form attached to this Module 11,

and a capitalised term not defined above has the meaning given to it in the Dictionary.

(b) The definitions above shall apply to the exclusion of any equivalent defined term contained elsewhere in
the Contract for the purposes of GTA and Core Network Managed Services.

2. ORDER PROCESS
The Customer or its nominated Managed Service Provider may lodge an Order specifying the nature of
GTA and Core Network Managed Services sought and providing all relevant details relating to those
services as required to be completed in the Order.

3. AMENDMENTS TO THE TERMS OF THE CONTRACT
To the extent the Contract relates to GTA and Core Network Managed Services, the Contract is
automatically terminated in relation to those Services immediately upon the termination or expiry of the
contracts for the supply of the GTA Category 1B Services and/or Core Network Services to which they
relate.

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Schedule to Special Terms for GTA Category 1 B Services

Eligible Departments and Agencies

Arl 0a||ery ol NeW 3oulr wa|es
Auslra||ar Vuseur
Allorrey 0erera|'s 0eparlrerl
8olar|c 0arders Trusl
0eparlrerl ol Age|rg 0|sao|||ly ard
lore Care
0eparlrerl ol Correrce
0eparlrerl ol Corrur|ly 3erv|ces
0eparlrerl ol Correcl|ve 3erv|ces
0eparlrerl ol Educal|or ard Tra|r|rg
0eparlrerl ol Erergy, ul|||l|es ard
3usla|rao|||ly
0eparlrerl ol Erv|rorrerl ard
Corserval|or
0eparlrerl ol lous|rg
0eparlrerl ol lrlraslruclure P|arr|rg
ard Nalura| Resources
0eparlrerl ol Juver||e Jusl|ce
0eparlrerl ol Lards
0eparlrerl ol Pr|rary lrduslr|es,
corpr|s|rg:
o N3w Agr|cu|lure
o V|rera| Resources
o 3lale Foresls
o N3w F|srer|es
0eparlrerl ol Tour|sr, 3porl ard
Recreal|or
Erv|rorrerl Prolecl|or Aulror|ly
l|slor|c louses Trusl

Lega| A|d Corr|ss|or ol N3w
V|r|slry lor lre Arls
N3w 8oard ol 3lud|es
N3w F|re 8r|gades
N3w lea|lr, corpr|s|rg lre lea|lr
Adr|r|slral|or Corporal|or, lre
0eparlrerl ol lea|lr ard ary Area
lea|lr 3erv|ce (as del|red |r lre lea|rn
$erv|ces /cr '997 (N3w)).
N3w Par||arerl
N3w Po||ce
0ll|ce ol lre 0|reclor ol Puo||c
Prosecul|ors
PoWerrouse Vuseur
Puo||c Truslee 0ll|ce
Resources N3w
Rura| F|re 3erv|ce
3lale Erergercy 3erv|ces
3lale L|orary ol N3w
3lale Records Aulror|ly ol N3w
3ydrey 0|yrp|c Par| Aulror|ly
3ydrey laroour Foresrore Aulror|ly
3ydrey 0pera louse
Ra|| Corporal|or N3w
Roads ard Trall|c Aulror|ly
walerWays
wor|cover Aulror|ly

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MODULE 12 SYSTEMS INTEGRATION SERVICES
Version 2.1.3

1. INTERPRETATION
Customer places an Order for Systems Integration Services.


System means the system specified in the Order that the Contractor must provide after it has
performed the Systems Integration Services.

Systems Integration means, in relation to a System, the process of assembling complete systems
out of many components and integrating them so that all the components work together.

Systems Integration Services means the Services for Systems Integration specified in the Order to
be provided by the Contractor to the Customer.

Test Data means data or input that is used to ensure that an algorithm or program functions correctly.


2.1 The Systems Integration Services must be provided for the Contract Period unless the Contract is
earlier terminated in accordance with the Agreement. If no Contract Period is specified in the Order,
then the Systems Integration Services will be provided for the period continuing from the
Commencement Date until either Party cancels the Systems Integration Services with 30 days prior
Notice in Writing.

3. COMPONENTS OF THE SYSTEM
3.1 If as part of the Systems Integration Services a Deliverable is required to which the terms or conditions
of another Module relate, those Deliverables may be procured by the Contractor either:
(a) as a Nominee Purchaser, by placing an Order under the relevant Contract Authority agreements; or
(b) as specified in the Order;
and the provisions of clause 3.2 shall apply.

3.2 For the avoidance of doubt:
(a) Hardware must be procured in accordance with the terms and conditions of Module 1 (Hardware
Acquisition and Installation);
(b) Hardware must be maintained in accordance with the terms and conditions of Module 2 (Hardware
Maintenance Services);
(c) Software Products must be licensed to the Customer in accordance with the terms and conditions
of Module 3 (Licensed Software);
(d) Development Services for a Systems Integration must be procured in accordance with the terms
and conditions of Module 4 (Development Services);
(e) Software Support must be procured in accordance with the terms and conditions of Module 5
(Software Support Services);
(f) IT Personnel must be engaged in accordance with the terms and conditions of Module 6 (IT

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Personnel);
(g) Professional Services must be procured in accordance with the terms and conditions of Module 7
(Professional Services);
(h) Data Services must be procured in accordance with the terms and conditions of Module 8 (Data
Management);
(i) Telecommunications Services must be procured in accordance with the terms and conditions of
Module 9 (Telecommunications Services);
(j) Web hosting Services and Internet Services must be procured in accordance with the terms and
conditions of Module 10 (Web Services); or
(k) Managed Services must be procured in accordance with the terms and conditions of Module 11
(Managed Services).

4. SYSTEMS INTEGRATION SERVICES
4.1 The Contractor must provide the Systems Integration Services specified in the Order in accordance with
the Contract. The Contractor shall assume project management and control including management of
the project risks which are identified as the Contractors responsibility under the Contract.

4.2 The Contractor shall supply the equipment (CSE) specified in the Order.

4.3 The Systems Integration and Systems Integration Services must as a minimum meet the Contract
Specifications.

4.4 The Contractor agrees to provide a transition out plan that meets the obligations set out in clause 10
within 30 days of the Commencement Date.

4.5 The Customer must include in or annex to the Order its Statement of Requirements. The Customer in
accordance with clause 12 of the Agreement must as soon as practicable:
(a) make available to the Contractor all relevant instructions, information, data, documents,
specifications, plans, drawings and other materials; and
(b) answer queries made by the Contractor relating to the Customers requirements in connection with
the provision of the System.

4.6 The Customer shall supply the CSI specified in the Order and comply with its obligation under clause 12
of Part 1 of the Agreement to repair or replace the CSI.

4.7 The Customer will allow the Contractor reasonable access to the Site for the purpose of meeting its
obligations to supply the System Integration Services.

4.8 The Contractor shall prepare and implementation planning study in accordance with clause 15.6 of the
Agreement.

5. IMPLEMENTATION PLANNING STUDY
The Contractor shall prepare an implementation planning study in accordance with clause 15.6 of Part 1 of the
Agreement.
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6.1 The Contractor must prior to performing the Systems Integration Services prepare a PIPP for the
approval of the Customer, which when approved forms part of the Contract Specifications.

6.2 Without limiting the effect of clause 4.1, the Contractor must perform the Systems Integration Services
at the times and in the manner set out in the PIPP.

6.3 A Party may periodically review the PIPP. A Party must not unreasonably refuse a Change Request to
adjust the Services or to improve the Services under the PIPP.

6.4 The Contractor must in accordance with the PIPP implement all activities set out in the PIPP for the
performance of the Systems Integration Services and perform any other Services specified in the Order.

6.5 The PIPP for the Systems Integration Services must, unless otherwise specified in the Order, include
the following Stages:
(i) Customers existing system, if necessary;
(ii) System;

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(iii) Customers goals, requirements and expectations in respect of the Systems Integration which
must include a statement of:
(A) the Contractors understanding of the Customers and/or Users experience and
requirements in relation to the Systems Integration;
(B) the objectives to be met by the Contractor; and
(C) the scope of the Systems Integration;
(iv) required Deliverables;
(v) resources required (including any resources to be made available by the Customer); and
(vi) complexity of the project,
(b) a feasibility study in which the Contractor makes the determination (and includes any appropriate
recommendations) as to whether the Contractors Systems Integration Services proposals are
capable of meeting Customer and/or Users needs and expectations taking into account budgetary,
operational, technical and time considerations;
(c) Development of a strategy for the Systems Integration that is appropriate for the Customers needs
and its User population covering all appropriate planning and timetabling issues associated with the
Systems Integration Services including:
(d) Development of a Contract Specification for the Systems Integration Services which must be
completed and approved in accordance with the Order;
(e) Implementation of the Systems Integration Services in accordance with clause 3;
(f) Testing and acceptance of the Systems Integration in accordance with clause 14.5 of Part 1 of the
Agreement.

7. MAINTENANCE OF CUSTOMER SUPPLIED ITEMS (CSI)
7.1 If specified in the Order, the Contractor is hereby appointed as agent to manage any existing
maintenance obligations in respect of CSI specified in the Order during the Contract Period.

8. SYSTEM ACCEPTANCE

Certificate of Acceptance
8.1 Acceptance of all or any part of the System Integration Services, will only occur
(a) after completion of Acceptance Tests on the System in accordance with clause 14.5 of Part 1 of the
Agreement; and
(b) on the date specified in the certificate of acceptance issued to the Contractor by the Customer.

8.2 For the purposes of clause 14.5.10 of Part 1 of the Agreement, a certificate of acceptance under
14.5.10(a) will be the only sufficient form of notification of acceptance that the Systems Integration
Services have been performed in accordance with the Contract.

8.3 The Customer must issue the certificate of acceptance within the Acceptance Notification Period after
the successful completion of the Acceptance Tests in relation to the System, or notify the Contractor that
the Contractor that the Customer is not satisfied on reasonable grounds that the Acceptance Tests have
been passed.

Final System Acceptance
8.4 Once all of the Systems Integration Services have been performed and each Deliverable comprised in
the System, tested and certified as accepted by the Customer, final System Acceptance Tests in
accordance with clause 14.5 of the Agreement may be conducted by the Customer.

8.5 Unless the Customer has notified the Contractor that it is not satisfied that the final System Acceptance
tests have been passed, the Customer must issue a final System certificate of acceptance within the
Acceptance Notification Period after it has conducted final System Acceptance Tests.

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9. SYSTEM WARRANTY
9.1 The Contractor warrants that all components of the System will combine and interact with each other in
accordance with the Contract Specifications.

9.2 Without limiting any other rights of the Customer, the Contractor will promptly rectify any Defect in the
System that occurs as a result of the Systems Integration Services during the first 90 days after the AAD
for the Services or any greater Warranty Period specified in the Order.

10. TRANSITION OUT PLAN
10.1 The Contractor shall, within 6 months of the commencement of the Contract if required by the Customer
develop to the Customers satisfaction a comprehensive transition out plan on a Time and Materials
basis. The parties shall annually (or other period deemed appropriate by the Customer) review the
transition out plan and the Contractor shall implement any agreed changes.
4
11. TRANSITION OUT
11.1 On termination of the Systems Integration Services for any reason, and subject to any other
requirements in the Order, the Contractor will, if requested by the Customer for the period of up to 6
months on the same terms of the Contract, assist the Customer in transferring responsibility for
providing the Systems Integration Services either to an alternative service provider or to the Customer
itself. Unless otherwise specified in the transition out plan, the Contractor must implement arrangements
for:
agreements relate;
(b) an offer to sell to the alternative service provider or to the Customer itself at fair market value any
equipment used by the Contractor in conjunction with and dedicated solely to the delivery of the
Systems Integration Services;
(c) the transfer of the Customers data to an alternative service provider and/or to the Customer itself;
and
(d) the granting by the Contractor to an alternative service provider and/or to the Customer itself of
access to all material held by the Contractor and produced in connection with and for the purposes
of delivering the Systems Integration Services, regardless of the manner of storage, save that:
Intellectual Property Rights in such material; and

11.2 This clause 10 survives termination or expiry of the Contract for a period of 6 years.

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MODULE 13 MAJOR PROJECT SYSTEMS INTEGRATION SERVICES

TABLE OF CONTENTS
1 INTERPRETATION....................................................................................................................................... 3
2 PERIOD OF SERVICES................................................................................................................................ 6
3 STAGES........................................................................................................................................................ 6
4 DEVELOPMENT OF FURTHER PROJECT DOCUMENTS ......................................................................... 6
5 PROJECT IMPLEMENTATION AND PAYMENT PLAN............................................................................... 7
6 REQUIRED CONFIGURATION AND HARDWARE SIZING......................................................................... 7
7 SOFTWARE DEVELOPMENT...................................................................................................................... 8
8 DEVELOPMENT OF INTERFACES ............................................................................................................. 9
9 DELIVERY, INSTALLATION AND INTEGRATION...................................................................................... 9
10 MINIMISATION OF CUSTOMER INTERRUPTION.................................................................................... 10
11 DELAYS...................................................................................................................................................... 10
12 LICENCE RIGHTS EXTENDING TO IT SERVICE PROVIDERS................................................................ 11
13 SOURCE CODE.......................................................................................................................................... 11
14 DATA MIGRATION..................................................................................................................................... 11
15 ACCEPTANCE TESTING........................................................................................................................... 13
16 STABILITY PERIODS................................................................................................................................. 13
17 ADDITIONAL DOCUMENTATION REQUIREMENTS................................................................................ 13
18 MANAGEMENT OF THIRD PARTY SUPPLY AGREEMENTS.................................................................. 14
19 BUSINESS CONTINGENCY ARRANGEMENTS ....................................................................................... 15
20 SECURITY .................................................................................................................................................. 16
21 VIRUSES..................................................................................................................................................... 16
22 LICENSED SOFTWARE............................................................................................................................. 17
23 OPEN SOURCE SOFTWARE..................................................................................................................... 17

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24 RISK MANAGEMENT AND REPORTING.................................................................................................. 17
25 ACCREDITATION AND METHODOLOGY................................................................................................. 18
26 PERSONNEL AND RESOURCING............................................................................................................ 18
27 SUB-CONTRACTING ................................................................................................................................. 19
28 COOPERATION WITH IT SERVICE PROVIDERS..................................................................................... 21
29 CO-OPERATIVE PROBLEM RESOLUTION PROCEDURES.................................................................... 21
30 PRIVACY..................................................................................................................................................... 22
31 LEGAL REQUIREMENTS................................................................. ERROR! BOOKMARK NOT DEFINED.
32 PAYMENT MILESTONES........................................................................................................................... 22
33 CHARGES UNDER A CONTRACT VARIATION........................................................................................ 22
34 CONTRACTORS WARRANTIES .............................................................................................................. 23
35 DEFECTS.................................................................................................................................................... 23
36 AUDIT.......................................................................................................................................................... 23
37 TRANSITION-OUT...................................................................................................................................... 24

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1 INTERPRETATION
1.1 The terms and conditions included in this Module 13 form part of the Contract and apply when a Customer
places an Order for Major Project Systems Integration Services.
1.2 Depending on the structure of the relevant project, the Customer may elect to acquire various other
Deliverables from the Contractor (in connection with the Major Project Systems Integration Services)
pursuant to various other Modules that may be incorporated into this Contract.
Acceptance Testing Requirements means the Customers requirements for:
(a) the Acceptance Tests to be conducted by the Contractor; and
(b) the Acceptance Tests to be conducted by the Customer,
including the points at which that testing will be performed and containing the information referred to in
clause 15, as set out the Customers Standard Order Documents (and as further specified in the Order,
where applicable).
Additional Hardware has the meaning given in clause 6.2(a)(iv).
Capacity Forecast means the Customers estimate of the likely future capacity requirements of the
System, as set out in the capacity forecast included in the Order.
Contractor Delivered Software means software (other than the Licensed Software) that is developed
or provided by the Contractor under this Module 13, including without limitation:
(a) the software developed by the Contractor under clause 6;
(b) the Contractor Interfaces; and
(c) any other Deliverables which comprise software.
Contractor Interface has the meaning given in clause 8.1.
Customers Data means:
(a) the Customers data to be migrated to the System, as specified in the data migration requirements
set out the Customers Standard Order Documents (and as further specified in the Order, where
applicable); and
(b) any other data of the Customer residing on either the Customer Environment or the System.
Customer Environment means the Customers information technology environment, including software,
hardware and systems, but excluding the System, as set out in the Customers Standard Order
Documents (and as further specified in the Order, where applicable).
Customer Interface has the meaning given in clause 8.1.
Customer Objectives means the objectives set out in the Customers Standard Order Requirements
Folder.
Customer Outcomes means the required outcomes set out in the Customers Standard Order
Requirements Folder, including (where applicable):
(a) the Project Management Outcomes (as that term is defined in Module 14 (Project Management
Services));
(b) the Change Management Transformation Outcomes (as that term is defined in Module 15
(Change Management Transformation Services)); and
(c) the Knowledge Transfer Outcomes (as that term is defined in Module 16 (Knowledge Transfer
Services)).
Customer Site(s) means the location(s) at which the System is to be physically installed and operated
from, and the location(s) at which the System is to be used by end-users, as specified in the Order (or

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such other location(s) as may be nominated by the Customer from time to time).
Customers Standard Order Requirements Folder means the Customers requirements that are:
(a) collated in a designated folder of documents;
(b) applicable to all of the Customers Orders; and
(c) deemed to be incorporated into and form part of each Order (except where and to the extent
expressly stated otherwise in the Order).
Data Migration Plan means the plan described in clause 14.1.
Data Migration Requirements means the Customers requirements for the migration of data to the
System, as set out in the Customers Standard Order Documents (and as further specified in the Order,
where applicable).
Delay Event has the meaning given in clause 11.1.
Delay Notice has the meaning given in clause 11.2.
Detailed Interface Specifications has the meaning given in clause 4.1(a)(iv).
Further Project Documents has the meaning given in clause 4.1(a).
Go Live Acceptance Date has the meaning given in clause 15.2(a).
Hardware Sizing has the meaning given in clause 4.1(a)(iii).
Initial Project Documents means:
(a) each of the following documents included in the Customers Standard Order Documents
(incorporating requirements that are common to all of the Customers Orders):
(i) functional specifications;
(ii) Performance Requirements;
(iii) architectural requirements;
(iv) product requirements;
(v) Data Migration Requirements;
(vi) Acceptance Testing Requirements;
(vii) Stability Period Requirements;
(viii) quality assurance requirements;
(ix) security requirements;
(x) knowledge transfer requirements; and
(b) each of the following documents, which may be included in the Customers Standard Order
Documents and/or the Order (depending on whether the relevant requirements are common to all
of the Customers Orders, or specific to a single Order only):
(i) draft Project Implementation and Payment Plan;
(ii) Resourcing Plan;
(iii) Interface Requirements;

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(iv) Customer Environment;
(v) system requirements;
(vi) Capacity Forecast;
(vii) implementation requirements; and
(viii) training requirements.
Interface Requirements means the Customers interface requirements included in the Customers
Standard Order Documents (and as further specified in the Order, if applicable).
IT Service Provider means any provider of information technology or telecommunications goods or
services to the Customer, excluding the Contractor.
Legal Requirements means Australian laws, regulations and by-laws, and the lawful requirements of
any Australian authority.
Licensed Software means the software that is to be integrated within the Customer Environment and
which therefore forms the basis of the System, which is licensed to the Customer either:
(a) by the Contractor under Module 3; or
(b) by a third party under a separate agreement.
Major Project Systems Integration Services means the Services specified in this Module 13 and the
Customers Standard Order Documents (and as further specified in the Order), which are required to be
provided by the Contractor to the Customer in accordance with the terms set out in this Module 13 and
Part 1 of the Agreement (Standard Terms and Conditions).
Non-Contractor Tasks means those tasks that are required to be performed and deliverables that are
required to be provided by the Customer and IT Service Providers in relation to the implementation of the
System, and which are described within the detailed Project Implementation and Payment Plan prepared
by the Contractor as contemplated by clause 5.
Open Source Software means any software which, as a condition of its use, modification or distribution,
requires that such software, any modification to that software or any other software with which such
software is combined or distributed be:
(a) disclosed or distributed in source code or object code form;
(b) licensed for the purposes of making modifications; or
(c) redistributable,
to any third parties.
Payment Milestone has the meaning given in clause 31.1.
Performance Requirements means the Customers requirements for the performance of the installed
and integrated System, as set out the Customers Standard Order Documents (and as further specified in
the Order, where applicable).
Project Documents means the Initial Project Documents and the Further Project Documents.
Regulatory Change has the meaning given in clause 30.3(a).
Required Configuration has the meaning given in clause 4.1(a)(ii).
Resourcing Plan means the resourcing plan annexed to the Order.
Stability Period means the period required to assess the stability of a Deliverable, such period to
commence on the Go Live Acceptance Date and to continue until the Stability Requirements are met.

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Stability Requirements means the requirements that a Deliverable must meet in the production
environment for a continuous period of 6 months, as set out the Customers Standard Order Documents
(and as further specified in the Order, where applicable).
System means the system described in the Project Documents, comprising among other things the
Licensed Software and the Contractor Delivered Software.
Third Party Suppliers means suppliers of services (other than the Contractor) pursuant to contractual
arrangements that were in place with the Customer, or with any third party supplying services to the
Customer, prior to the Commencement Date.
Third Party Supply Agreements means those agreement (or any party of those agreement, where so
specified that are entered into between the Customer and Third Party Suppliers and listed in the Order.
Transition-out Charges has the meaning given in clause 36.4(b).
Transition-out Period has the meaning given in clause 36.1(a).
Transition-out Services has the meaning given in clause 36.1(b).
1.4 Other capitalised words and expressions used in this Module 13 are defined in Part 2 of the Agreement.
1.5 In addition to all of the terms of Part 1 of the Agreement (Standard Terms and Conditions) which
otherwise apply to this Module 13:
(a) clauses 15.2 to 15.4 (inclusive), 15.7.2, 15.7.3, and 15.8 to 15.11 (inclusive) of Part 1 of the
Agreement apply to this Module 13; and
(b) for the purposes of clause 15.1 of Part 1 of the Agreement, this clause 1.5 fulfils all of the
requirements relating to the application of the clauses referred to in clause 1.5(a) of this Module
13, and nothing further is required to be specified in the Order; and
(c) for the purposes of clause 17.2.3 of Part 1 of the Agreement, this clause 1.5 gives rise to a
Contract Variation in relation to the application of the clauses referred to in clause 1.5(a) of this
Module 13 (in accordance with the procedures set out in Schedule 12).
2 PERIOD OF SERVICES
2.1 The Major Project Systems Integration Services must be provided for the period commencing on the
commencement date of the Major Project Systems Integration Services (as set out in the Order) and
continuing until the Major Project Systems Integration Services have been fully performed by the
Contractor, unless earlier terminated in accordance with the Agreement.
3 STAGES
3.1 The preparation and approval of the Further Project Documents under clause 4 is Stage 1 of the Major
Project Systems Integration Services. The other Stages of the Major Project Systems Integration
Services will be as set out in the Project Implementation and Payment Plan.
4 DEVELOPMENT OF FURTHER PROJECT DOCUMENTS
4.1 Preparation of Further Project Documents by the Contractor
(a) In consultation with the Customer, and by the dates set out in the Project Implementation and
Payment Plan, the Contractor must prepare:
(i) detailed technical specifications for the System;
(ii) a configuration for:
(A) the Licensed Software and the Contractor Delivered Software; and
(B) the hardware on which the System is to be installed,
(Required Configuration);
(iii) a hardware sizing, setting out the hardware on which the Contractor recommends the
System is installed in order to meet the Capacity Forecast and the Performance
Requirements (Hardware Sizing);
(iv) detailed specifications for the interfaces identified in the Interface Requirements (Detailed
Interface Specifications);

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(v) a more detailed version of the Project Implementation and Payment Plan, as described in
clause 5;
(vi) a Data Migration Plan, as described in clause 14.1;
(vii) the Acceptance Test plans referred to in clause 14.5.2 of Part 1 of the Agreement (which do
not need to be included in the Order, as described in that clause, but rather are to be
developed as part of the Further Project Documents), consistent with clause 15 and the
Acceptance Testing Requirements;
(viii) a quality plan, setting out the quality assurance requirements that the Contractor will meet in
performing the Major Project Systems Integration Services, based on the quality assurance
requirements, as set out the Customers Standard Order Documents (and as further
specified in the Order, where applicable),
(each a Further Project Document), which must be based on and incorporate all of the
requirements set out in the Contract, including without limitation the Initial Project Documents.
(b) In preparing the Further Project Documents the Contractor must not seek to limit its obligations
under the Contract or impose obligations on the Customer through the insertion of assumptions,
dependencies or the like, unless those limitations or obligations are contemplated by the Initial
Project Documents.
4.2 Revisions to Further Project Documents
(a) Without limiting the Contractors obligations under clause 4.1, the Contractor must promptly make
any amendments to a Further Project Document that the Customer requests in order for such
Further Project Document to comply with clause 4.1.
(b) The Contractor must ensure that each Further Project Document includes a version number,
change log and the relevant approval date and details for each version of that Further Project
Document.
4.3 Approval of Further Project Documents by the Customer
(a) Once the Customer is satisfied with each Further Project Document, the Customer will approve
that Further Project Document in writing.
(b) Once approved, each Further Project Document will be binding on the Parties, and will be deemed
to be incorporated into and form part of the Order.
4.4 Inconsistencies
(a) If there is any inconsistency between the Initial Project Documents and the Further Project
Documents, the Initial Project Documents will prevail.
(b) If, in the course of developing the Further Project Documents, the Customer agrees to amend its
requirements as set out in the Initial Project Documents, then the Parties must amend the Initial
Project Documents accordingly in accordance with clause 17.2 of Part 1 of the Agreement.
4.5 Statement of Requirements
The Contractor acknowledges that the Initial Project Documents constitute the Statement of Requirements
that the Customer is required to provide under clause 12.1.1 of Part 1 of the Agreement.
5 PROJECT IMPLEMENTATION AND PAYMENT PLAN
5.1 Each Order will include a draft Project Implementation and Payment Plan. One of the Further Project
Documents that the Contractor must prepare under clause 4 is a more detailed version of this draft Project
Implementation and Payment Plan, which must describe in detail the specific work steps that the
Contractor proposes to take in performing its obligations under the Order.
5.2 Once the more detailed version of the Project Implementation and Payment Plan is approved by the
Customer under clause 4.3, it will replace the draft Project Implementation and Payment Plan originally
included in the Order.
6 REQUIRED CONFIGURATION AND HARDWARE SIZING
6.1 Reliance on Required Configuration and Hardware Sizing
(a) The Customer is responsible for configuring the hardware on which the System is installed, as

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specified in the Required Configuration and Hardware Sizing.
(b) The Contractor acknowledges that the Customer has relied on the Required Configuration and
Hardware Sizing for the purpose of enabling the System to meet the requirements set out in the
Project Documents.
(c) The Customer acknowledges, however, that the Hardware Sizing has been designed by the
Contractor on the basis of Capacity Forecast and the Performance Requirements.
6.2 Unsuitability
(a) If the Customer has complied with the Required Configuration and Hardware Sizing, and the
hardware provided by the Customer:
(i) causes the System to fail to meet the Project Documents;
(ii) causes the System to fail to meet the Acceptance Criteria; or
(iii) causes a breach of the warranties provided by the Contractor under the Contract,
at any time before expiry of the Warranty Period other than due to the Capacity Forecast proving to
be inadequate, the Customer may:
(iv) require the Contractor to make any necessary modifications to that hardware (which may
include the procurement of additional hardware (Additional Hardware)), and the
Contractor must:
(A) pay 90% of the costs associated with such modifications (including where applicable
the costs of procuring the Additional Hardware); and
(B) carry out any necessary work or modifications it believes necessary or that are
requested by Customer to ensure that the Additional Hardware is suitable to enable
the System to meet the Project Documents, Acceptance Criteria and the warranties
provided by the Contractor; or
(v) terminate the Contract and receive a full refund of all monies paid to the Contractor up until
the date of termination.
(b) Paragraph (a) sets out the Customers sole remedy with respect to:
(i) a failure of the System to meet the Project Documents;
(ii) a failure of the System to fail to meet the Acceptance Criteria; or
(iii) a breach of the warranties provided by the Contractor under the Contract,
where such failure or breach is caused by the hardware at any time before expiry of the Warranty
Period.
6.3 Sufficiency of Required Configuration and Hardware Sizing for future needs
The Customer is relying on the Required Configuration and Hardware Sizing to determine the required
investment in hardware for the ensuing three year period after the Actual Acceptance Date. Accordingly,
the Contractor must ensure that any modifications it makes or recommends be made to the System
(including the implementation of new versions) during that three year period do not require a change in
that hardware, except where such change is a result of the Customers Capacity Forecast proving to be
inadequate.
7 SOFTWARE DEVELOPMENT
(a) develop the software components necessary to provide an integrated System, as described in the
Project Documents (which will comprise Contractor Delivered Software); and
(b) ensure that such Contractor Delivered Software integrates with each other component of the
System.

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8 DEVELOPMENT OF INTERFACES
8.1 Responsibilities of the Contractor
(a) The Interface Requirements included in the Customers Standard Order Documents (and as further
specified in the Order, if applicable) will specify whether each interface between the System and
the Customer Environment is to be developed or provided by:
(i) the Contractor (a Contractor Interface); or
(ii) the Customer or its other contractors (a Customer Interface).
(b) It is the responsibility of the Contractor, in preparing the Detailed Interface Specifications, to
confirm that the Interface Requirements identify all of the interfaces that are necessary in order for
the System to properly interface with the Customer Environment and to comply with the Project
Documents. If, in preparing the Detailed Interface Specifications, the Contractor:
(i) identifies a missing interface, and the Customer wishes that interface to be a Contractor
Interface, the Contractor agrees to vary the Interface Requirements accordingly pursuant to
a Contract Variation;
(ii) identifies a missing interface, and the Customer wishes that interface to be a Customer
Interface, that interface will be considered added to the Interface Requirements and that
addition will not be considered a Contract Variation; or
(iii) fails to identify an interface that is later found to be necessary, that interface will be a
Contractor Interface and will be considered to be added to the Interface Requirements and
that addition will not be considered a Contract Variation.
8.2 Development of Contractor Interfaces
The Contractor must develop or provide all of the Contractor Interfaces, and in doing so:
(a) where an IT Service Provider requires certification prior to the interfacing of the System with any
other system, the Contractor must obtain that certification on a timely basis and in any event within
sufficient time to enable compliance with the Project Implementation and Payment Plan; and
(b) unless otherwise stated in the Interface Requirements, the Contractor is responsible for the entire
development and provision of that interface at both ends of the interface, including without
limitation any necessary interfacing requirements of the relevant part of the Customer Environment
at the other end of the interface. In order to do so, the Contractor must work with and where
necessary (but subject to clause 13.5 of Part 1 of the Agreement) engage as a subcontractor any
IT Service Provider who is responsible for providing any other software, hardware or system at the
other end of that interface.
8.3 Assistance with Customer Interfaces
The Contractor must provide to the Customer and any other relevant IT Service Provider:
(a) everything necessary for a reasonably qualified IT professional to provide or develop each
Customer Interface without further reference to the Contractor (including without limitation
specifications and APIs); and
(b) any other relevant co-operation and assistance to the Customer or those other contractors that
may be reasonably requested by the Customer from time to time in relation to each Customer
Interface.
9 DELIVERY, INSTALLATION AND INTEGRATION
9.1 Delivery and installation
(a) deliver to the Customer Site(s) all of the components of the System (other than the Licensed
Software, where that is licensed by a third party under a separate agreement), together with the
relevant Documentation; and
(b) install and configure all of the components of the System (including the Licensed Software) at
those Customer Site(s) and on the Customers hardware,

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by the date(s) specified in the Project Implementation and Payment Plan.
9.2 Integration of the System
The Contractor must, by the date(s) specified in the Project Implementation and Payment Plan, integrate
all of the components of the System with each other and the Customer Environment in accordance with
the Project Documents.
9.3 Performance of other obligations
The Contractor must perform all of its other obligations described in the Project Documents in accordance
with the Project Implementation and Payment Plan.
9.4 Knowledge experts
If, prior to the expiry of the Stability Period, the Customer has notified the Contractor of a technical issue in
relation to the Licensed Software, the Services or any other Deliverables and this issue cannot be
resolved by the Contractors Australian-based personnel, the Contractor will arrange at the earliest
possible opportunity for experienced knowledge experts from the Contractors head office (or such other
location where the relevant specialized expertise is located) to be available to assist with the issue in a
timely manner as required (whether via electronic means or on location) to provide advice and assistance
as required in relation to the relevant issue (at the Contractors cost).
10 MINIMISATION OF CUSTOMER INTERRUPTION
10.1 The Contractor must, to the extent reasonably practicable, perform the Major Project Systems Integration
Services with minimal interruption to the normal business activities of the Customer.
11 DELAYS
11.1 If:
(a) an Event occurs; or
(b) there is a delay by the Customer or a IT Service Provider in the performance of a Non-Contractor
Task,
which adversely affects the ability of the Contractor to perform its obligations under the Contract by the
dates set out in the Project Implementation and Payment Plan (a Delay Event), then the affected dates
may be extended in accordance with the procedures described in this clause 11.
11.2 If a Delay Event occurs, the Contractor must:
(a) submit to the Customer a written notification of the Delay Event within three working days of the
date on which the Contractor first became aware, or ought reasonably to have become aware, of
its occurrence (Delay Notice):
(i) proposing extended dates for the Project Implementation and Payment Plan, which must be
reasonable having regard to the circumstances and clause 11.4; and
(ii) describing with reasonable particularity the reason for the delay, an estimate of the likely
duration of the Delay Event, and the impact of the Delay Event on the Project
Implementation and Payment Plan; and
(b) take all reasonable actions within its control to adhere to the Project Implementation and Payment
Plan and mitigate the impact of the Delay Event, including the use of alternate sources and the
development of suitable work-around plans where appropriate.
11.3 Within three working days of receiving a Delay Notice the Customer must do one of the following:
(a) accept the Delay Notice, in which case the extensions to the dates in the Project Implementation
and Payment Plan will be made;
(b) reject the Delay Notice on the basis that the Customer does not believe that the length of the
extension claimed is reasonable having regard to the circumstances and clause 11.4, and issue an
amended Delay Notice setting out the extension the Customer believes is reasonable having
regard to the circumstances and clause 11.4; or
(c) reject the Delay Notice on the basis that the Customer does not believe that the event is a Delay
Event, or clause 11.4 applies so that the Contractor is not entitled to any extension.

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If the Contractor disagrees with the Customers notice, the matter will be resolved in accordance with the
issue resolution procedures set out in the Agreement.
11.4 The Contractor will not be entitled to an extension of the dates set out in the Project Implementation and
Payment Plan to the extent that:
(a) the Delay Event has been caused or contributed to by the Contractor, including without limitation
as a result of the Contractor failing to perform its project management obligations under Module 14
(Project Management Services), if applicable; or
(b) the Contractor has failed to comply with clause 11.2(b).
11.5 Where more than one event causes concurrent delays and the cause of at least one of those events, but
not all of them, is not a Delay Event, then to the extent that the delays are concurrent, the Contractor will
not be entitled to an extension of the timeframes in the Project Implementation and Payment Plan.
11.6 The provisions set out in this clause 11 apply instead of those set out in clause 14.7.2 and 14.7.3 of Part 1
of the Agreement, which does not apply to this Module 13.
11.7 Clause 15.10.1(c) of Part 1 of the Agreement will apply to this Module 13 as if it included a reference to
any extension to the dates in the Project Implementation and Payment Plan under this clause 11.
12 LICENCE RIGHTS EXTENDING TO IT SERVICE PROVIDERS
12.1 The licence(s) granted to the Customer under clause 9.2.2 of Part 1 of the Agreement also permit:
(a) any IT Service Providers to install, configure and maintain the System for the Customer; and
(b) the Customer to sublicense the rights granted to the Customer to any of its IT Service Providers,
provided that the relevant IT Service Providers may only exercise such rights for the benefit of the
Customer, subject always to compliance with the terms and conditions contained in this Agreement.
13 SOURCE CODE
13.1 When delivering any Contractor Delivered Software to the Customer, the Contractor must deliver the
source code for that Contractor Delivered Software suitable for compilation together with Documentation
to enable the Customer to amend the source code if necessary.
13.2 The source code must be provided in a format and on a medium which is suitable for compilation and use
in the operating environment in which the Contractor Delivered Software is designed to be used.
13.3 Interim copies of the source code must be delivered by the Contractor to the Customer at the times
specified in the Project Implementation and Payment Plan or at any time upon request by the Customer.
14 DATA MIGRATION
14.1 Preparation of Data Migration Plan
One of the Further Project Documents that the Contractor must prepare under clause 4 is the Data
Migration Plan. This Data Migration Plan must include:
(a) an assessment and definition of the:
(i) existing Customer systems from which the Customers Data is to be extracted;
(ii) the Customers data migration goals;
(iv) the user requirements;
(b) a data conversion and migration strategy that is appropriate for the Customers needs and its user
population covering all appropriate planning and timetabling issues associated with the data
conversion and migration including:
(iv) staging of the project; and

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(v) implementation of the Services;
(c) preparation/pre-migration which may include recovering data, designing extraction and functional
specifications, and developing contingency arrangements should the migration of the Customers
Data not be successful;
(d) procurement or design and development of relevant software and systems to effect the data
conversion and migration;
(e) testing and acceptance of the data prior to the migration of the data into the production
environment in accordance with clause 14.5 of Part 1 of the Agreement to ensure that the
conversion and cleansing of the Customers Data has been successful; and
(f) migration including installation of the migrated data and as applicable development of associated
documentation and training of users,
all in accordance with the Data Migration Requirements.
14.2 Data cleansing
(a) If the Order states that data cleansing is to be performed by the Contractor, the Contractor must
achieve an agreed level of accuracy and consistency as specified in the Data Migration Plan for
the Customers Data by:
(i) eliminating duplicate records;
(ii) correcting misspellings and errors;
(iii) ensuring that there are consistent descriptions, punctuation, and syntax; and
(iv) resolving any other accuracy, omission and consistency issues in relation to the content
specified in the Data Migration Requirements as the Contractors responsibility.
(b) The Customer shall perform its responsibilities or tasks related to the data cleansing in accordance
with the Data Migration Plan.
14.3 Customers Data for migration
If specified in the Order, the Customer must by the date specified in the Project Implementation and
Payment Plan, extract and provide the Customers Data to the Contractor for data migration and
conversion into the production environment.
14.4 Data conversion and migration
The Contractor must convert and migrate the Customers Data to the System in accordance with the
Project Implementation and Payment Plan and the Data Migration Plan, including without limitation by:
(a) managing the data conversion and migration process;
(b) implementing all activities set out in the Data Migration Plan for the conversion and migration of the
Customers Data;
(c) performing any other Services specified in the Data Migration Plan; and
(d) doing all such other things within the Parties agreed roles and responsibilities under the Contract
necessary to ensure the successful conversion and migration of the Customers Data.
14.5 Migrated data warranty
(a) Subject to paragraph (b), the Contractor warrants that the Customer's Data, when fully migrated
into the production environment, will accurately reflect the data that existed prior to migration. The
Contractor is not responsible for any errors or omissions that are contained in the Customers Data
that it is not required to correct under this clause 14.
(b) If the Customers Data is amended or otherwise edited or enhanced by the Contractor in the
course of and as part of performing its obligations under this clause 14, the Contractor warrants
that the Customers Data when migrated in accordance with the Contract complies with the Data

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Migration Plan.
15 ACCEPTANCE TESTING
15.1 Acceptance Tests are not to be performed just once, as is the case for other Modules, but rather on an
iterative basis a number of times throughout the Contract Period. The Parties therefore agree that the
Acceptance Tests described in clause 14.5 of Part 1 of the Agreement will apply:
(a) in relation to converted and cleansed Customer Data, as contemplated by clause 14.1(e); and
(b) at every other point described in the Acceptance Testing Requirements.
15.2 Because the Acceptance Tests are to be performed a number of times:
(a) there will be multiple conditional acceptance dates. The conditional acceptance date which occurs
immediately before a Deliverable is to be used in the production environment is the Go Live
Acceptance Date. There will be multiple Go-Live Acceptance Dates. A reference in Part 1 of the
Agreement to the Actual Acceptance Date is a reference to date when all of the Stability
Requirements for all of the Deliverables have been met for the duration of the Stability Periods;
and
(b) the fact that a Deliverable may have been tested and accepted by the Customer as part of one
Acceptance Test does not mean that the Customer has actually accepted that Deliverable, and
notwithstanding clause 14.5 of Part 1 of the Agreement a Deliverable will not be considered to
have been actually accepted by the Customer until the date when all of the Stability Requirements
for all of the Deliverables have been met for the duration of the Stability Periods.
15.3 The Acceptance Testing Requirements will describe, for each of the Acceptance Tests referred to in
clause 15.2(a):
(a) the Deliverables that are to be tested;
(b) the entry criteria that must be satisfied before the Acceptance Test is to commence;
(c) the allocation of each Partys responsibilities in relation to testing, and in particular whether the
Acceptance Test is to be conducted by the Contractor or the Customer;
(d) the scheduling of the Acceptance Tests;
(e) the testing methodology to be applied; and
(f) the Acceptance Criteria for that Acceptance Test.
For the purposes of this Module 13, the Acceptance Criteria defined in Part 2 of the Agreement means the
Acceptance Criteria set out in the Acceptance Testing Requirements.
The provisions set out in this clause 15.3 apply instead of those set out in clauses 14.5.2 and 14.5.3 of
Part 1 of the Agreement, which do not apply to this Module 13.
16 STABILITY PERIODS
16.1 Without limiting its other obligations under this Agreement, the Contractor must remedy any failure to meet
the Stability Requirements that occurs during any Stability Period.
16.2 A failure of the System to meet the Stability Requirements at any time during a Stability Period will be
considered a Substantial Breach, entitling the Customer to terminate the Contract under clause 18.2 of
Part 1 of the Agreement.
16.3 If the Customer terminates the Contract as contemplated by clause 16.2, the Customer will be entitled,
without limiting its other rights or remedies, to receive a full refund of all moneys paid by the Customer to
the Contractor up until the date of termination.
17 ADDITIONAL DOCUMENTATION REQUIREMENTS
17.1 The Documentation that is defined in Part 2 of the Agreement includes any documentation that the
Project Documents describe as being the responsibility of the Contractor to provide.
17.2 When providing the Documentation under clause 14.6 of Part 1 of the Agreement:
(a) the Contractor must comply with any timing requirements for provision of that Documentation that
are set out in the Project Implementation and Payment Plan; and

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(b) the Contractor must provide both hard copy and editable electronic copies of that Documentation,
so that the Customer can alter the Documentation and use it to create other documentation for use
in accordance with the Contract. The Contractor is not responsible for any such alterations made
by the Customer which the Contractor has not approved.
17.3 If the correction of Defects or faults in the Deliverables necessitates an amendment to the Documentation,
the Contractor shall supply such number of copies of the amended Documentation (or the amendments to
the Documentation) to the Customer as is necessary to update the Customer's existing Documentation
within 90 days of the correction or within a shorter period reasonably specified by the customer if in all the
circumstances the Customer requires copies of those amendments within that shorter period.
18 MANAGEMENT OF THIRD PARTY SUPPLY AGREEMENTS
18.1 The Third Party Supply Agreements will be managed by the Contractor from the applicable date specified
in the Order as follows:
(a) The Contractor must assume operational responsibility, taking all reasonable steps to effectively
manage Third Party Suppliers, for the matters identified in clause 18.1(b) in relation to each of the
Third Party Supply Agreements, from the Commencement Date until the date that the Customer no
longer requires the products and services provided pursuant to the relevant Third Party Supply
Agreement.
(b) For so long as the Contractor is required to manage the Third Party Supply Agreements under
clause 18.1(a):
(i) the Contractor will manage the relevant Third Party Supply Agreements in accordance with
directions provided by the Customer from time to time, including:
(A) planning all activities necessary and identifying the parties needed to perform
activities and the time when those activities must be performed, including Third Party
Suppliers activities;
(B) managing and co-ordinating Third Party Suppliers involved in the activities, including
managing inter-provider dependencies;
(C) monitoring Third Party Suppliers performance against delivery dates for any
deliverables for which they are responsible and notifying the Customer where a Third
Party Supplier is at risk of not meeting such delivery dates; and
(D) exclusively managing communications that are of an operational nature between all
Third Party Suppliers and the Customer;
(ii) the Contractor is not liable for any acts or omissions of any third party under the relevant
Third Party Supply Agreements except to the extent any such acts or omissions are directly
caused by the Contractor (including any failure by the Contractor to comply with its
management obligations under this clause 18);
(iii) the Customer grants or will grant to the Contractor the rights of access to, and benefits and
use of, any third party software, facilities, equipment, documentation, materials and/or
services under the Third Party Supply Agreements, to the extent that the Customer is able
to pursuant to its existing contractual arrangements, to enable the Contractor to perform its
obligations under this clause 18 (provided that the Contractor is excused from those
obligations to the extent that it is prevented from performing them because the Customer is
unable to grant the rights contemplated in this clause 18.1(b)(iii)), and the Customer must
notify the Contractor of any such circumstances in writing in advance);
(iv) the Contractor must manage the operational aspects of Third Party Supply Agreements,
and assume responsibility for services delivered under the Third Party Supply Agreements
as follows:
(A) the Contractor must obtain the Customers prior written consent before exercising or
deciding not to exercise any right or performing or deciding not to perform any
obligation under or in relation to a Third Party Supply Agreement (act or omission)
if such act or omission may adversely affect the Customer or its business in a
material respect;
(B) in relation to invoices issued pursuant to the Third Party Supply Agreement, the
Contractor must:

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(1) take delivery of all such invoices (with notification of such redirection to the
relevant supplier to be co-ordinated with the Customer); and
(2) carry out all verification processes (including audits, where applicable under
the relevant Third Party Supply Agreement) necessary to ascertain the
validity of such invoices; and
(C) advise the Customer in writing in a timely manner as to the outcome of such
verification processes and audits, and the appropriate amount payable under such
invoices (after allowing for any available deductions),
provided that the Customer continues to be responsible for paying directly to the Third Party
the charges payable under those Third Party Supply Agreements;
(v) the Contractor must act in accordance with its contractual obligations under this Agreement
and with regard to the best interests of the Customer, and not in the interests of a Third
Party Supplier in relation to the Third Party Supply Agreements; and
(vi) the Contractor, subject to clause 8.5, 11.1 and 11.2 of Part 1 of the Agreement, agrees to
be liable for any losses suffered or incurred as a result of any breach by the Contractor of its
obligations under this clause 18 in relation to a Third Party Supply Agreement (but does not
extend to any other losses suffered by the Customer in relation to any Third Party Supply
Agreements).
(c) Subject to the Contractor complying with its obligations under clauses 18.1(a) and (b), the
Contractor will escalate to the Customer any matters that are unable to be resolved in a timely
matter and act in accordance with the Customers directions in relation to such matters.
(d) Nothing in clause 18.1(b)(i),
(i) obliges the Contractor to perform services on behalf of Third Party Suppliers and the
Contractor is not liable for the contractual obligations of any Third Party Supplier to the
Customer; or
(ii) affects the Contractors obligations under this Module 13.
(e) The Contractor acknowledges that the Customer has used all reasonable endeavours to provide
the Contractor with all available copies of the Third Party Supply Agreements (including all updates
and amendments to the same). The Customer will continue to make available copies of any
amendments to the Third Party Supply Agreements entered into by the Customer from time to
time, and the Contractor is excused from liability to the extent that it is prevented from performing
any obligations under this clause 18 in relation to any particular Third Party Agreement where and
to the extent that it does not have a copy of all or part of the relevant Third Party Supply
Agreement.
19 BUSINESS CONTINGENCY ARRANGEMENTS
19.1 The Business Contingency Plan prepared by the Contractor under clause 15.11 of Part 1 of the
Agreement must specify:
(a) the steps that the Contractor will take, to the extent that it is reasonably able to do so, to ensure
that it is able to continue performing the Major Project Systems Integration Services regardless of
any disruption for whatever reason;
(b) the process that the Contractor will follow for:
(i) altering the Customer of any risks to the continuity of performing the Major Project Systems
Integration Services; and
(ii) keeping the Customer informed of its performance of the steps referred to in paragraph (a);
and
(c) the post-incident reviews that the Contractor will conduct with the Customer following any
disruption to the Major Project Systems Integration Services.

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19.2 The Contractor must comply with its obligations under the Business Contingency Plan.
20 SECURITY
(a) implement and maintain appropriate security measures relating to the Major Project Systems
Integration Services with the purpose of the prevention of unauthorised access by any third party to
the System or the Customer Environment;
(b) ensure that all software deployed in the delivery of the Major Project Systems Integration Services
incorporates industry best practice in relation to the implementation of encryption systems, anti-
virus protection, patches, updates and upgrades for security purposes;
(c) implement and maintain appropriate measures to maintain the confidentiality and integrity of the
Customers Data and any other data of the Customer;
(d) provide an applicable information security management system in accordance with AS/NZS
ISO/IEC 17799:2001 Information Technology Code of Practice for Information Security
Management (as updated from time to time) and, as relevant, AS 13335 Parts 1 to 5 Information
Technology Guidelines for the Management of IT Security (as updated from time to time) or
equivalent;
(e) meet the following standards:
(i) Information Security Guidelines for NSW Government Part 3: Information Security
Baseline Controls (June, 2003), as updated from time to time (available from
http://www.oict.nsw.gov.au);
(ii) AS/NZS 7799.2:2000 (previously known as 4444.2) Information Security Management -
Specification for Information Security Management Systems, as updated from time to time;
and
(iii) relevant information privacy statutes and codes of practice issued pursuant to such privacy
statutes; and
(f) address any specific security needs of the Customer in relation to the Major Project Systems
Integration Services, as notified to the Contractor in writing from time to time, provided that to the
extent such request is in addition to the requirements for compliance with this clause 20, the
Customer must bear the cost of such additional requirements.
20.2 The Contractor must provide to the Customer:
(a) as soon as reasonably practicable following a request by the Customer:
(i) a statement of the types and severity of any security risks to confidentiality and integrity
against which the Contractors systems are safeguarded from time to time;
(ii) a copy of the Contractors then current security policy; and
(iii) the details of any changes made to the security policy since the last time a copy was
provided to that Customer; and
(b) following any security incident affecting the Customer, the Contractor or any IT Service Provider in
respect of the Major Project Systems Integration Services:
(i) notification of the security incident within one working day; and
(ii) a detailed security incident report within three working days.
21 VIRUSES
21.1 The Contractor must ensure that:
(a) the Contractor Delivered Software is free of Viruses;
(b) the other components of the System, including the Licensed Software, is free of Viruses to the
extent that the Contractor, conducting quality assurance tests in accordance with best industry
practices, can detect such Viruses; and

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(c) it does not, as a result of the performance of the Major Project Systems Integration Services, insert
any Viruses into the Customer Environment.
21.2 Without limiting clause 21.1, the Contractor must not activate any Virus for the purpose of disabling or
limiting the Customers use of the System at any time, even after termination or expiry of the Contract.
This clause 21.2 will survive the termination or expiry of the Contract.
22 LICENSED SOFTWARE
22.1 Where the Licensed Software is licensed to the Customer by a third party under a separate agreement,
the Order will specify whether:
(a) the Licensed Software is a Customer Supplied Item, in which case the Contractor is granted a
licence to use the Licensed Software on the terms set out in clause 9.2.4 of Part 1 of the
Agreement, together with such other terms that the Customer notifies the Contractor of and which
are consistent with or required by the Customers own licence for the Licensed Software; or
(b) the Licensed Software is not a Customer Supplied Item, in which case the Contractor is
responsible for obtaining, and must comply with, its own licence to use the Licensed Software.
23 OPEN SOURCE SOFTWARE
23.1 The Contractor must ensure that:
(a) none of the Deliverables comprise Open Source Software; and
(b) it does not insert any Open Source Software into the Customer Environment,
except to the extent otherwise approved by the Customer in writing.
23.2 Where the Customer gives its approval in relation to the use of any Open Source Software under
clause 23.1:
(a) the Contractor must ensure that the use of that Open Source Software will not result in an
obligation to disclose, license or otherwise make available any part of the Customer Environment
or any of the Customers Confidential Information to any third party; and
(b) the use of that Open Source Software will not in any way diminish the Contractors obligations
under the Contract, including without limitation in relation to any warranties, indemnities or any
provisions dealing with the licensing or assignment of Intellectual Property.
24 RISK MANAGEMENT AND REPORTING
24.1 Risk management
The Customer must implement a comprehensive risk management program for the Major Project Systems
Integration Services, including without limitation;
(a) assessing issues and risks that may affect the Major Project Systems Integration Services, and an
analysis of their likelihood and impact;
(b) developing and implementing mitigation and control strategies to minimise the likelihood or impact
of those issues or risks occurring;
(c) continuously monitoring and reviewing those issues and risks to ensure that those mitigation and
control strategies remain effective; and
(d) maintaining an issues and risks register setting out the information referred to in paragraphs (a)
and (b).
24.2 Progress reporting
Each report provided by the Contractor under clause 15.3.2 of Part 1 of the Agreement must include:
(a) progress against the Project Implementation and Payment Plan, and a summary of any issues that
may impact on the meeting of that Project Implementation and Payment Plan and the Contractors
recommendations to resolve such issues;
(b) a narrative report outlining the progress made since the last report was provided, including
compliance with the Project Implementation and Payment Plan and progress in relation to the
Deliverables;

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(c) a Gantt chart with status updated by assessment of actual achievements and projection of future
progress;
(d) details of any newly identified issues or risks that may affect the Major Project Systems Integration
Services, and any changes that have been made to the issues and risks register referred to in
clause 24.1(d); and
(e) such other information as the Customer reasonably requests be included within those reports that
is relevant to the Contract.
24.3 Ad hoc reporting
The Customer may, from time to time and by notice to the Contractor, require ad hoc reports on specific
issues in relation to the Contract. Within seven days of such notification, the Contractor must provide to
the Customer a written report on the issues raised by the Customer.
25 ACCREDITATION AND METHODOLOGY
25.1 Accreditation
(a) be and remain at all times during the Contract Period an accredited or certified implementer of the
Licensed Software, where the original licensor runs any form of accreditation or certification
program; and
(b) perform the Major Project Systems Integration Services in accordance with a methodology that has
been certified or approved by the original licensor of the Licensed Software, where one exists,
except where the Contractor is the original licensor of the Licensed Software.
25.2 Methodology
The Contractors methodology for the performance of the Major Project Systems Integration Services
must as a minimum:
(a) identify and control components of, and changes to, the System to maintain the integrity and
traceability of the System at all stages of its development;
(b) ensure concurrent control, development and supply of Documentation relating to the System;
(c) control the issue of development revisions of the System and associated Documentation;
(d) ensure that the System is implemented and documented in a way which would enable future
modification without further reference to the Contractor;
(e) reference and document procedures for corrective action in respect of the System and associated
Documentation prior to acceptance including:
(i) adoption of a system to report problems and deficiencies;
(ii) examination of problem and deficiency reports to determine their causes, and to prepare
corrective measures;
(iii) analysis of deficiency trends, to ensure the System conforms to the Contract;
(iv) review of corrective measures, to determine their effectiveness; and
(v) provision for ensuring that timely corrective action is taken by reviewing deficiencies and
tracking their clearance; and
(f) adhere to any other requirements specified in the Customers Standard Order Documents (and as
further specified in the Order, if applicable).
26 PERSONNEL AND RESOURCING
26.1 Contractors Personnel
(a) The Customer may by written notice request the reassignment or replacement of any Personnel

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used by the Contractor to provide the Services if:
(i) the Customer reasonably believes that such Personnel do not have suitable skills or
experience to provide the Services; or
(ii) the Customer otherwise has reasonable grounds for requesting the reassignment or
replacement of such Personnel.
(b) Upon receipt of any such notice, the Parties must promptly consult with each other about the
Customers request. If, following such consultation, the Customer does not withdraw its request,
the Contractor must reassign or replace those Personnel as the case may be.
26.2 Specified Personnel
(a) The Contractor acknowledges that the Specified Personnel have a critical role in the provision of
the Deliverables and will directly affect the quality of the Deliverables.
(b) The Contractor must:
(i) utilise the Specified Personnel to provide the Deliverables as and when required in
accordance with the Project Implementation and Payment Plan and the Contract (although
the Contractor may also use other Contractor Personnel in addition to those Specified
Personnel to provide the Deliverables);
(ii) properly manage the allocation of holidays or any other absences of Specified Personnel to
ensure that at all times it has sufficient resources to provide the Deliverables;
(iii) if required by the Customer, promptly provide temporary substitute personnel approved by
the Customer to replace any absent Specified Personnel;
(iv) ensure that involvement by Specified Personnel in:
(A) the Contractors servicing of any other client; or
(B) the Contractors internal requirements,
does not interfere with the provision of the Deliverables under the Contract;
(v) use its best endeavours to minimise the turnover rate of Specified Personnel to a
reasonable level; and
(vi) not remove or replace the Specified Personnel (or any replacements) without the
Customers prior written consent, except that the Contractor may replace Specified
Personnel where they are no longer available due to personal hardship, serious illness,
death or resignation.
(c) Any replacement Specified Personnel must be approved by the Customer acting reasonably. The
Contractor must provide the Customer with such information as the Customer reasonably requires
concerning any proposed replacement of any Specified Personnel (including a resume), and an
opportunity to interview them.
(d) The provisions set out in this clause 26.2 apply instead of those set out in clause 13.4 of Part 1 of
the Agreement, which does not apply to this Module 13.
26.3 Resourcing Plan
(a) In addition to, and without limiting the Contractors obligations in relation to Specified Personnel
under clause 26.2, the Contractor must provide appropriately skilled and experienced resources for
the performance of the Major Project System Integration Services in accordance with the
applicable Resourcing Plan.
27 SUB-CONTRACTING
27.1 Right to require assignment
(a) The Contractor must, on receipt of a request from the Customer to do so, immediately assign or
novate to the Customer or its nominee any sub-contract entered into by the Contract where the
Customer is entitled to terminate, or has terminated, the Contract pursuant to clause 18 of Part 1 of

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the Agreement.
(b) The Contractor hereby appoints the Customer as its attorney and authorises the Customer in the
name of the Contractor to do everything (including execution of any document) that is reasonably
necessary to give effect to paragraph (a).
(c) Where a sub-contract is assigned or novated to the Customer under this clause 27.1, the scope of
the Major Project Systems Integration Services will automatically reduced so as to no longer
include those goods or services that the subcontractor is providing directly to the Customer or its
nominee, and the Contract Price will be reduced by the amounts that the Customer is required to
pay the sub-contractor directly.
(d) For the avoidance of doubt, nothing in this clause 27.1 prevents the Customer from negotiating the
terms of any sub-contract directly with the subcontractor in such circumstances where it so
chooses.
(e) This clause 27.1 will survive the termination or expiry of the Contract.
27.2 Withdrawal of consent
(a) Without limiting any other provision of the Contract, the Customer may at any time revoke its
consent for any subcontractor under clause 13.5.1 of Part 1 of the Agreement where:
(i) the Customer reasonably believes that the subcontractors performance has been deficient
(including, without limitation, for reasons relating to lack of progress in the performance of
the subcontractors obligations, poor quality in the standard of any of the Deliverables
provided by the subcontractor, or where the subcontractor conducts itself in a manner such
as to bring the Customer into disrepute);
(ii) any of the events described in the definition of the term Contractors Insolvency occur in
relation to that subcontractor;
(iii) the Customer has reasonable concerns regarding the subcontractors ability to render future
performance;
(iv) the Customer reasonably believes that there have been misrepresentations by or
concerning the subcontractor; or
(v) there has been a material breakdown in the relationship between the Contractor and the
subcontractor which threatens to impede the performance of the Contract.
(b) Upon revocation of consent for any subcontractor under clause 13.5.1 of Part 1 of the Agreement,
the Contractor must:
(i) comply with clause 13.5.2(d) of Part 1 of the Agreement;
(ii) terminate the relevant subcontract within the time-frame reasonably specified by the
Customer;
(iii) use its best efforts to enter into a new subcontract with a replacement subcontractor in
accordance with clause 13.5 of Part 1 of the Agreement within the time-frame reasonably
specified by the Customer;
(iv) ensure that any resulting disruption or delay in providing the Deliverables is minimised so
far as is practicable; and
(v) otherwise do everything possible to mitigate the Contractors and the Customers losses
arising in consequence of such termination.
(c) The Customer will not be liable to the Contractor for any loss, cost or damage suffered or incurred
by the Contractor as a result of the revocation of consent for a subcontractor under paragraph (a)
or the actions required to be taken by the Contractor under paragraph (b).
27.3 Terms of each sub-contract
Without limiting any other provision of the Contract, the Contractor must ensure that each sub-contract

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placed with any subcontractor for the purposes of the Contract reserves a right of:
(a) assignment and novation; and
(b) termination on no more than 30 days notice in the circumstances described in clause 27.2,
to take account of the Customers rights under this clause 27.
28 COOPERATION WITH IT SERVICE PROVIDERS
28.1 Without limiting clause 27, the Contractor agrees to comply with the Customers reasonable requests for
cooperation and assistance for the Customer and its IT Service Providers in connection with the Major
Project Systems Integration Services, but which cooperation must at a minimum include providing all
reasonable co-operation and assistance in relation to the following matters:
(a) ensuring that the Major Project Systems Integration Services are able to be delivered in
conjunction with other relevant projects and services in a coordinated, effective and timely manner;
and
(b) providing:
(i) any information regarding the System constraints, protocols, interfaces, architecture and
other operating parameters which provision is necessary for any IT Service Provider to
perform any related services; and
(ii) agreeing on procedures with the Customer and any IT Service Providers for the division of
responsibilities in relation to services and functions that may overlap between the
Contractor and IT Service Providers.
28.2 If the Contractor provides information to an IT Service Provider under this clause 28, that IT Service
Provider must, if required by the Contractor, sign a non-disclosure undertaking in a form reasonably
requested by the Contractor.
29 CO-OPERATIVE PROBLEM RESOLUTION PROCEDURES
29.1 Where the Contractor in good faith considers that a problem relating to the Major Project Systems
Integration Services is not the responsibility of the Contractor under the Contract but is the responsibility
of the Customer or a IT Service Provider, the Contractor must work diligently to determine the cause of
the problem until the Contractor:
(a) determines that it is responsible for resolving the problem, in which case the Contractor must notify
the Customer accordingly and proceed to remedy the problem in a timely manner and in
accordance with its obligations under the Contract; or
(b) has handed over responsibility for the resolution of the problem to the Customer or a IT Service
Provider (as the case may be) in accordance with this clause 29.
29.2 The Contractor may only hand over responsibility for the resolution of a problem referred to in this
clause 29 to the Customer or a IT Service Provider where the Contractor:
(a) has investigated the problem in accordance with this clause 29;
(b) has reasonable grounds to believe that the cause of the problem is a factor for which the Customer
or a IT Service Provider is responsible; and
(c) has given the Customer and (where applicable) the IT Service Provider:
(i) notice that it has investigated the problem;
(ii) a description of the factor or factors which the Contractor considers to have caused the
problem; and
(iii) a copy of such supporting data that is in the Contractors possession, or is able to be
generated by the Contractor via its systems, as reasonably necessary to establish that the
cause of the problem is a factor for which the Customer or the IT Service Provider is
responsible.
29.3 If, after handing over responsibility for the resolution of a problem to the Customer or a IT Service Provider
in accordance with this clause 29, the Customer or a IT Service Provider subsequently notifies the

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Contractor that it believes that the Contractor is responsible for the resolution of the problem, the matter
will be resolved in accordance with the issue resolution procedures set out in the Agreement.
30 PRIVACY
30.1 The Information Privacy Principles or IPP defined in Part 2 of the Agreement include any other privacy
requirements specified in the Order. [
30.2 Compliance with Legal Requirements
The Contractor must ensure that on the Go Live Acceptance Date:
(a) the System complies with all applicable Legal Requirements; and
(b) if the System contains a reference to or performs any functions that are based on the requirements
of any Legal Requirements, it will do so in compliance with the Legal Requirements in effect on the
Go Live Acceptance Date.
30.3 Regulatory Changes
(a) The Contractor must comply with clause 30.2, notwithstanding any changes to Legal Requirements
(Regulatory Change) occurring after the Commencement Date and before the Go Live
Acceptance Date.
(b) Where a Regulatory Change occurs after the Go-Live Acceptance Date, any liability for costs
associated with such Regulatory Change will be determined in accordance with Module 17 (Major
Project Maintenance and Support Services).
31 PAYMENT MILESTONES
31.1 As contemplated by clause 16.1.1 of Part 1 of the Agreement, the Project Implementation and Payment
Plan will specify the various milestones on which the Contract Price is payable by the Customer (each a
Payment Milestone).
31.2 Subject to clause 31.3, if the Contractor fails to meet a Payment Milestone by the date set out in the
Project Implementation and Payment Plan:
(a) the Customer is not required to pay the Contract Price in respect of that Payment Milestone unless
and until it is met; and
(b) when the Customer does pay the Contract Price in respect of that Payment Milestone, the
Customer may withhold [X[% of the amount payable for each week (or part thereof) that the
Payment Milestone was not met, up to a maximum amount of [X[% of the amount payable. .
31.3 If different percentages are specified in the Order for the purposes of clause 31.2(b), they will apply in
place of the percentages specified in clause 31.2(b).
31.4 Any amounts withheld by the Customer under clause 31.2(b) in relation to a Payment Milestone relating to
an event before the Go Live Acceptance Date:
(a) are only payable by the Customer to the Contractor if the Payment Milestone which relates to the
Go Live Acceptance Date is subsequently met by the date set out in the Project Implementation
and Payment Plan; and
(b) will be forfeited and will not be payable by the Customer in the event that the Contractor does not
meet that Payment Milestone by that date.
32 CHARGES UNDER A CONTRACT VARIATION
32.1 Where the Contractor proposes any effect on the Charges under a Contract Variation, then in addition to
the requirements of Schedule 12 of the Agreement:
(a) any increase or decrease in the Charges must be:
(i) reasonable;
(ii) commensurate with the increased or decreased resources that the Contractor requires to
perform the varied Change Management Services; and
(iii) consistent with the pricing principles (if any) as set out the Customers Standard Order
Documents;
(b) the Contractor must propose any additional Charges on both a:

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(i) fixed-price basis; and
(ii) time and materials basis in accordance with the rates set out in Schedule 3 of the
Agreement,
and the Customer may elect which of these two Charging methodologies it wishes to accept; and
(c) the Contractor must provide the Customer with reasonable documentation to support any increase
in the Charges.
33 CONTRACTORS WARRANTIES
33.1 The Contractor warrants that:
(a) it has evaluated all aspects of the Initial Project Documents and has satisfied itself that it has all
necessary skills, experience and resources to provide the System and the Deliverables in
accordance with the Contract;
(b) any representations made, and any materials provided, by the Contractor to the Customer prior to
the Commencement Date are true and correct and not misleading;
(c) it will use appropriate procedures and care to avoid damage to the Customer Environment;
(d) the System and Deliverables described in the Further Project Documents will be capable of
meeting the Customers requirements as set out in the Initial Project Documents and the Contract;
(e) the Required Configuration and Hardware Sizing will enable the System to meet the requirements
set out in the Project Documents;
(f) at all times during the Warranty Period:
(i) the System and the Deliverables will comply with the Project Documents and the Contract;
(ii) the System will be properly installed in a professional and competent manner;
(iii) each component of the System will be compatible, interoperable and integrate properly with
each other component of the System;
(iv) the System will be compatible, interoperable and integrate properly with the Customer
Environment;
(v) the System will meet the Capacity Forecast and Performance Requirements;
(vi) the System will be free from material defects or omissions in design, material, workmanship
and installation; and
(vii) the source code for the Contractor Delivered Software will be complete, understandable and
usable by programmers with relevant skills and experience.
34 DEFECTS
34.1 For the purpose of this Module 13, the Defects defined in Part 2 of the Agreement include:
(a) any failure to comply with the warranties set out in clause 33 or in Module 18 (Whole of
Government Requirements); and
(b) any other failure by the Contractor, the System or a Deliverable to comply with the Contract.
35 AUDIT
35.1 The Contractor must maintain records and supporting documentation sufficient to permit a complete audit
of the provision of the Major Project Systems Integration Services by the Customer or the Contract
Authority in accordance with this clause 35.
35.2 The Customer or the Contract Authority may request an audit of the Contractors performance of the Major
Project Systems Integration Services, no more than once in any twelve month period unless a second or
subsequent audit during that period is required to be conducted:
(a) at the request of the internal audit department of the Contract Authority or the Customer in the
course of conducting an agency-wide audit;

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(b) for the purpose of verifying the accuracy of any incident report provided by the Contractor in
relation to a significant failure, or recurring failures, in relation to the Major Project Systems
Integration Services;
(c) for the purpose of verifying that the Contractor has undertaken any actions required as a result of a
previous audit, provided that the Customer or Contract Authority (as the case may be) cannot
reasonably achieve that purpose without conducting an audit; or
(d) at the request or direction of a regulator.
35.3 The Contractor is to do all things reasonably necessary to facilitate a prompt and efficient audit of the
Major Project Systems Integration Services. Reasonable notice is to be provided of an intended Contract
Authority audit. The audit is to be carried out during normal business hours (unless the Contractor agrees
otherwise) at a time and date mutually agreed between the Customer or Contract Authority (as the case
may be) and the Contractor and in a manner that does not unduly interfere with the Contractors normal
business activities. The Customer or the Contract Authority (as the case may be) (and their auditors) are
to comply with the Contractors standard security procedures whilst on the Contractors premises. Any
audit will be conducted subject to the confidentiality provisions set out in the Agreement.
35.4 The Contractor must, at no additional cost to the Customer or the Contract Authority:
(a) provide all co-operation reasonably required by the Customer or Contract Authority (as the case
may be) and their auditors; and
(b) provide the Customer or the Contract Authority (as the case may be) and their auditors with access
to all documentation, materials and other information (including information in electronic form)
relating to the provision of Major Project Systems Integration Services or relating to the Contract
for the purposes and to the extent reasonably necessary to enable the conduct of audit of the
Contractors provision of the Major Project Systems Integration Services.
35.5 The Customer or the Contract Authority (as the case may be) and their auditors are not entitled to have
access to any information that would enable them to determine the costs of the Contractor.
35.6 The Customer or the Contract Authority (as the case may be) will pay for the Contractors reasonable
costs of the audit unless the audit discloses a material breach of the Contract, in which case the
Contractor will bear its own costs of the audit and will also pay for the Customers or the Contract
Authoritys reasonable costs of the audit.
36 TRANSITION-OUT
36.1 Application
(a) This clause 36 applies, at the option of the Customer as notified to the Contractor in writing, during
the period:
(i) commencing on the date on which the Contract expires or is terminated (including as a
result of the Customer electing not to proceed with work for any subsequent Stage); and
(ii) ending on the date specified in the Customers notice, provided that such date must be no
later than 12 months after the date of expiry or termination,
(the Transition-out Period).
(b) The Services that the Contractor must continue to provide during the Transition-out Period, and
any additional services which the Contractor is required to provide under this clause 36, are
referred to in this clause 36 as the "Transition-out Services.
36.2 Performance of Transition-out Services
(a) The Contractor must:
(i) except to the extent otherwise requested by the Customer, continue to provide the Services
(including any associated reporting and other related services required under the Contract)
during the Transition-out Period in accordance with the terms of the Contract;
(ii) do everything within its control to ensure that there is no disruption to such Services during
the Transition-out Period; and
(iii) provide for the orderly hand over of such Services to the Customer or a third party supplier
nominated by the Customer,

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all in accordance with the detailed Transition-out Plan referred to in clause 36.3(c) (or, if that
detailed Transition-out Plan has not been approved, then in accordance with the draft Transition-
out Plan set out in the Customers Standard Order Documents (and as further specified in the
Order, if applicable)).
(b) All Transition-out Services will be provided by the Contractor subject to and in accordance with the
terms and conditions of the Contract. The Contractor will perform the Transition-out Services with
at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and
resource efficiency as it provided and was required to provide the same or similar services prior to
the date of expiry or termination.
(c) The Customer may terminate the Transition-out Services, in whole or in part, at any time by giving
the Contractor five working days written notice of such termination.
36.3 Development of detailed Transition-out Plan
(a) Within three months following the Commencement Date or such other timeframe as is nominated
by the Customer, each Party must:
(i) nominate a transition-out project manager to supervise and project manage the
performance of their respective obligations in relation to Transition-out Services; and
(ii) notify the other Party of the name and contact details of its transition-out project manager.
(b) The Parties transition-out project managers must meet no later than three days after each Party
has nominated a transition-out project manager, and enter into negotiations in good faith to
develop a detailed Transition-out Plan describing the Transition-out Services to be provided by the
Contractor. The detailed Transition-out Plan must:
(i) incorporate the requirements set out in the draft Transition-out Plan set out in the
Customers Standard Order Documents (and as further specified in the Order, if applicable);
and
(ii) require the Contractor to provide the following services:
(A) provision of programming and Knowledge Transfer Services (as that term is defined
in Module 16 (Knowledge Transfer Services)) as reasonably requested by the
Customer;
(B) assistance in data migration and testing processes until the expiration of the period
of Transition-out Services as reasonably requested by the Customer;
(C) provision of a complete and up-to-date, electronic copy of the Knowledge
Management Materials (as that term is defined in Module 16 (Knowledge Transfer
Services)) in the format and on the media reasonably specified by the Customer;
(D) provision of other technical assistance as reasonably requested by the Customer;
and
(E) provision of training as reasonably requested by the Customer or any permitted sub
licensee in the use and modification of any source code that the Customer is
licensed to use under the Contract.
(c) Once approved by the Customer, the detailed Transition-out Plan will be incorporated into the
Contract and will replace the draft Transition-out Plan set out in the Customers Standard Order
Documents (and as further specified in the Order, if applicable).
(d) At least five working days prior to the commencement of the Transition-out Period, the Parties
transition-out project managers must enter into negotiations in good faith to update the detailed
Transition-out Plan prepared pursuant to paragraphs (b) and (c), to incorporate the specific details
of those Transition-out Services required during the pending Transition-out Period, including
among other things the specific activities for which each Party is responsible, and the activity
completion dates.
36.4 Payment for Transition-out Services
(a) The Contractor will provide the Transition-out Services at the applicable rates set out in Schedule

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3, except if the Transition-out Services are being provided following a termination by the Customer
under clause 18.2 of Part 1 of the Agreement, in which case without limiting the Customers other
rights or remedies the Contractor will provide the Transition-out Services at cost.
(b) The Contractor must provide Transition-out Services to the Customer regardless of the reason for
the expiration or termination of the Contract, provided that if the Agreement is terminated by the
Contractor for the Customer's failure to pay undisputed amounts, then the Customer will be
required to:
(i) pay the Contractor ninety (90) days in advance for the Transition-out Services to be
provided or performed for each quarter during which the Contractor will perform Transition-
out Services; and
(ii) remain current on all other payments due to the Contractor under the Contract,
(the Transition-out Charges). If the Customer fails to pay the Contractor any Transition-out
Charges by their due date, the Contractor may notify the Customer that such Charges are overdue.
If the Customer fails to pay the Contractor such Charges within fifteen (15) days after the date of
such notice, the Contractor may notify the Customer of its intention to suspend its provision of
Transition-out Services until the Customer becomes current on all payments due to the Contractor,
effective ten (10) days thereafter. Such suspension shall take effect on such date unless the
Customer pays the Contractor such outstanding Charges before such effective date of suspension.

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MODULE 14 PROJECT MANAGEMENT SERVICES

TABLE OF CONTENTS
1 INTERPRETATION....................................................................................................................................... 2
3 PROJECT MANAGEMENT SERVICES........................................................................................................ 2
4 PROJECT IMPLEMENTATION AND PAYMENT PLAN............................................................................... 3
5 DELAYS........................................................................................................................................................ 4
6 CONTRACTOR-ASSISTED OUTCOMES .................................................................................................... 5
7 CONTRACTOR-DELIVERED OUTCOMES.................................................................................................. 5
8 OUTCOME MILESTONES AND ACCEPTANCE CRITERIA........................................................................ 6
9 ACCEPTANCE TESTING............................................................................................................................. 6
10 CHARGES UNDER A CONTRACT VARIATION.......................................................................................... 7

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1 INTERPRETATION
1.1 The terms and conditions included in this Module 14 of the Agreement form part of the Contract and apply
when a Customer places an Order for Project Management Services.
Contractor-Assisted Outcomes means the outcomes described in clause 6 and specifically identified
in the Customers Standard Order Requirements Folder and/or the Order.
Contractor-Delivered Outcomes" means the outcomes described in clause 7 and specifically identified
in the Customers Standard Order Requirements Folder and/or the Order, and including (where
applicable):
(a) the outcomes specified in relation to Project Management Services;
(b) the outcomes specified in relation to Change Management Services (refer Module 15 (Change
Management Transformation Services)); and
(c) the outcomes specified in relation to Knowledge Transfer Services (refer Module 16 (Knowledge
Transfer Services)).
Delay Event has the meaning given in clause 5.1.
Delay Notice has the meaning given in clause 5.2.
Entire Project has the meaning given in clause 3.1(a)(i).
IT Service Provider means any provider of information technology or telecommunications goods or
services to the Customer, excluding the Contractor.
Non-Contractor Tasks means those tasks that are required to be performed and deliverables that are
required to be provided by the Customer and IT Service Providers in relation to the implementation of the
Entire Project, and which are described within the detailed Project Implementation and Payment Plan
prepared by the Contractor as contemplated by clause 4.
Outcome Milestone has the meaning given to it in clause 8.
Project Management Services means the Services specified in this Module 14 (and as further specified
in the Order, if applicable) which are required to be provided by the Contractor to the Customer in
accordance with the terms set out in the Module and Part 1 of the Agreement (Standard Terms and
Conditions).
2.1 The Project Management Services must be provided for the period commencing on the commencement
date for Project Management Services (as specified in the Order) and continuing until the Project
Management Services have been fully performed by the Contractor, unless earlier terminated in
accordance with the Agreement.
3 PROJECT MANAGEMENT SERVICES
3.1 In addition to being responsible for the performance of its obligations under the Contract, the Contractor
must provide comprehensive Project Management Services for the Entire Project. This includes without
limitation:
(a) identifying:
(i) all of the tasks that are required to be performed and deliverables that are required to be

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provided by the Contractor, the Customer and IT Service Providers in relation to the Order
(which together constitute the Entire Project); and (ii) the timeframes for performance of
those tasks and provision of those deliverables,
and ensuring that those tasks and deliverables are described and included within the detailed
Project Implementation and Payment Plan;
(b) identifying the resources required for the Contractor, the Customer and IT Service Providers to
perform those tasks and provide those deliverables and ensuring these details are included within
the detailed Project Implementation and Payment Plan;
(c) assuming responsibility for project management in relation to the performance of those tasks and
provision of those deliverables by the Contractor, the Customer and IT Service Providers as the
case may be, including by:
(i) managing the Personnel of the Contractor, and co-ordinating and project managing the
Personnel of the Customer and IT Service Providers, in the performance of those tasks and
provision of those deliverables;
(ii) monitoring and reporting on:
(A) actual progress compared with the Project Implementation and Payment Plan;
(B) forecasts to complete the activities in the Project Implementation and Payment Plan;
(C) performance of tasks and provision of deliverables for timely completion and (where
relevant) review, sign-off or Acceptance Testing;
(D) expenditure against the budget agreed for the Contract relative to the progress made
for the expenditure and the progress planned for that level of budgeted expenditure;
and
(E) issues that have or may impede completion of the tasks or provision of the
deliverables within the required timeframes;
(iii) developing solutions to overcome any problems or delays encountered in the Entire Project
where and to the extent possible, and working with the Customer and IT Service Providers
to manage any potential delays;
(iv) performing ongoing project risk assessments, providing recommendations on possible risk
mitigation steps and (where agreed to by the Customer, including in accordance with clause
17.2 of Part 1 of the Agreement where relevant) implementing those risk mitigation steps;
(v) administration of Change Requests related to the Entire Project, coordination of Change
Request review and impact assessment, and updating relevant documentation (including in
accordance with clause 17.2 of Part 1 of the Agreement where relevant) where a Change
Request is approved; and
(vi) providing weekly (unless the parties otherwise agree) status reporting on the Entire Project
in accordance with clause 15.3.2 of Part 1 of the Agreement; and
(d) consulting with the Customer in relation to the conduct of its allocated tasks.
3.2 The Contractors project management obligations in this Module 14 do not impose any obligation on the
Contractor to actually perform any tasks that are to be performed by the Customer or an IT Service
Provider. Clause 5 sets out the basis on which the dates set out in the Project Implementation and
Payment Plan may be extended if the Customer or an IT Service Provider fails to perform those tasks.
4 PROJECT IMPLEMENTATION AND PAYMENT PLAN
4.1 Where a Project Implementation and Payment Plan has not been prepared in conjunction with the Order
and annexed to the Order, the Contractor must submit the Project Implementation and Payment Plan for
the Customers approval within the timeframe specified in the Order.

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4.2 During the Term, the Contractor must update the Project Implementation and Payment Plan to include
changes in the Contract. The Contractor must submit such updates to the Project Implementation and
Payment Plan as a Change Request to the Customer within five working days of a change being agreed.
4.3 The Project Implementation and Payment Plan must include but not be limited to the following information:
(a) milestones and milestone dates, with key control milestones clearly highlighted;
(b) responsibility matrix (as described in clause 3.1(a));
(c) resourcing (as described in clause 3.1(b));
(d) assumptions that the Contractor has made in developing the Project Implementation and Payment
Plan, including updates, and what actions and/or information the Contractor requires to confirm or
remove each assumption;
(e) risks and risk mitigation plans; and
(f) an issues register, including the actions or the escalation process required to resolve each issue.
4.4 The Contractor must monitor and regularly report its progress and the overall progress of the Entire
Project in relation to the Project Implementation and Payment Plan.
4.5 The Contractor must prepare and submit status reports which, at a minimum, must inform the Customer of
the following:
(a) issues and risks that the Contractor recommends be pro-actively addressed to avoid delays; and
(b) actions that the Contractor will take to restore progress and thereby adhere to the Project
Implementation and Payment Plan if a Delay Event occurs.
5 DELAYS
5.1 If:
(a) an Event occurs; or
(b) there is a delay by the Customer or an IT Service Provider in the performance of a Non-Contractor
Task,
which adversely affects the ability of the Contractor to perform its obligations under the Contract by the
dates set out in the Project Implementation and Payment Plan (a Delay Event), then the affected dates
may be extended in accordance with the procedures described in this clause 5.
5.2 If a Delay Event occurs, the Contractor must:
(a) submit to the Customer a written notification of the Delay Event within three working days of the
date on which the Contractor first became aware, or ought reasonably to have become aware, of
its occurrence (Delay Notice):
(i) proposing extended dates for the Project Implementation and Payment Plan, which must be
reasonable having regard to the circumstances and clause 5.4; and
(ii) describing with reasonable particularity the reason for the delay, an estimate of the likely
duration of the Delay Event, and the impact of the Delay Event on the Project
Implementation and Payment Plan; and
(b) take all reasonable actions within its control to adhere to the Project Implementation and Payment
Plan and mitigate the impact of the Delay Event, including the use of alternate sources and the
development of suitable work-around plans where appropriate.
5.3 Within three working days of receiving a Delay Notice the Customer must do one of the following:
(a) accept the Delay Notice, in which case the extensions to the dates in the Project Implementation
and Payment Plan will be made;
(b) reject the Delay Notice on the basis that the Customer does not believe that the length of the
extension claimed is reasonable having regard to the circumstances and clause 5.4, and issue an
amended Delay Notice setting out the extension the Customer believes is reasonable having
regard to the circumstances and clause 5.4; or

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(c) reject the Delay Notice on the basis that the Customer does not believe that the event is a Delay
Event, or on the basis that clause 5.4 applies so that the Contractor is not entitled to any extension.
If the Contractor disagrees with the Customers notice, the matter will be resolved in accordance with the
issue resolution procedures set out in the Agreement.
5.4 The Contractor will not be entitled to an extension of the dates set out in the Project Implementation and
Payment Plan to the extent that:
(a) the Delay Event has been caused or contributed to by the Contractor, including without limitation
as a result of the Contractor failing to perform its project management obligations under clause 4;
or
(b) the Contractor has failed to comply with clause 5.2(b).
5.5 Where more than one event causes concurrent delays and the cause of at least one of those events, but
not all of them, is not a Delay Event, then to the extent that the delays are concurrent, the Contractor will
not be entitled to an extension of the timeframes in the Project Implementation and Payment Plan.
5.6 The provisions set out in this clause 5 apply instead of those set out in clause 14.7.2 and 14.7.3 of Part 1
of the Agreement, which does not apply to this Module 14.
5.7 Clause 15.10.1(c) of Part 1 of the Agreement will apply to this Module 14 as if it included a reference to
any extension to the dates in the Project Implementation and Payment Plan under this clause 5.
6 CONTRACTOR-ASSISTED OUTCOMES
6.1 The Contractor acknowledges that the Customer is engaging the Contractor, and acquiring the Services
and Deliverables, to assist the Customer in fulfilling the Contractor-Assisted Outcomes (which are not
expressed in any order of importance or precedence), which shall encompass (without limitation):
(a) culture change;
(b) customer satisfaction, i.e., the ability of the Customer to satisfy its customers;
(c) timely delivery, i.e., the ability of the Customer to deliver results to its customers on time;
(d) cost effectiveness, i.e., the ability of the Customer to deliver cost effective results to its customers;
and
(e) business alignment, i.e., the ability of the Customer to deliver results to its customers that are
aligned with the Customers business requirements.
6.2 The Contractor must act at all times in the best interests of the fulfillment of the Contractor-Assisted
Outcomes, and ensure the alignment of the Project Management Services with the Contractor-Assisted
Outcomes on a sustainable basis.
6.3 The Contractors obligations under the Contract will be interpreted, to the greatest extent possible,
consistently with the Contractor-Assisted Outcomes. Where there is any ambiguity in the interpretation of
any of the Contractors obligations, the interpretation that furthers the Contractor-Assisted Outcomes will
be preferred to any other interpretation.
6.4 The Order must set out in detail how the Services and Deliverables align with the Contractor-Assisted
Outcomes.
7 CONTRACTOR-DELIVERED OUTCOMES
7.1 The Contractor undertakes to provide the Project Management Services in such a manner as to:
(a) ensure that the Project Management Services are performed in accordance with the best interests
of the Entire Project, including the completion of the Entire Project in a timely manner and on
budget in accordance with the Project Implementation and Payment Plan; and
(b) achieve the Contractor-Delivered Outcomes, which shall encompass (without limitation):
(i) process improvement;
(ii) cost efficiency;
(iii) information management effectiveness and reliability;
(iv) competency development; and

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(v) scalability and sustainability.
8 OUTCOME MILESTONES AND ACCEPTANCE CRITERIA
8.1 Achievement of the Contractor-Delivered Outcomes will be assessed by reference to the associated
milestones (Outcome Milestones). Following the successful completion of each of the Outcome
Milestones, the Contractor-Delivered Outcomes will be deemed to have been achieved.
8.2 Each Outcome Milestone is due to be completed on the relevant date specified in the Project
Implementation and Payment Plan.
8.3 The Acceptance Criteria for each Outcome Milestone:
(a) are set out in the Customer Standard Order Requirements Folder; and
(b) provide the basis for assessment by the Customer as to whether the Contractor has achieved the
relevant Outcome Milestone.
8.4 Outcome Milestones as Payment Triggers
(a) A portion of the Fees payable in connection with Project Management Services will be allocated to
each Outcome Milestone, as set out in the Project Implementation and Payment Plan.
(b) The Customer will pay the applicable Fees, in full, for an Outcome Milestone that the Customer
determines has achieved the applicable Acceptance Criteria.
(c) The Customer may elect to pay the applicable Fees for an Outcome Milestone less a proportionate
reduction for any sub-standard achievement of one or more Acceptance Criteria as follows:
(i) the Customer will consult with the Contractor in relation to the proportionate reduction (if
any) for any sub-standard achievement of one or more Acceptance Criteria, provided that
the Customer will make the final determination in relation to any such proportionate
reduction;
(ii) except where subparagraph (iii) applies, the Contractor may seek a future payment for the
amount of the proportionate reduction when it has rectified the sub-standard aspects of the
Outcome Milestone; and
(iii) the Contractor may not be entitled to a future payment for the amount of the proportionate
reduction if, following an initial rectification period, the Customer determines, in its sole
discretion, that one or more Acceptance Criteria is unable to be achieved.
9.1 Acceptance Tests relating to:
(a) completion of Project Management Services; and
(b) achievement of the Contractor-Delivered Outcomes,
in accordance with the applicable Acceptance Criteria are to be performed on an iterative basis
throughout the Contract Period in relation to each Outcome Milestone. The Parties therefore agree that
the Acceptance Tests described in clause 14.5 of Part 1 of the Agreement will apply at each Outcome
Milestone described in the applicable Order.
clause 9.1:
(b) the Contractor testing that must be satisfied before the Acceptance Test is to commence;
(c) the scheduling of the Acceptance Tests;
(d) the testing methodology to be applied; and
(e) the applicable Acceptance Criteria for that Acceptance Test.
9.3 For the purposes of this Module 14, the Acceptance Criteria defined in Part 2 of the Agreement means the

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9.4 The provisions set out in clauses 9.2 and 9.3 of this Module 14 apply instead of those set out in clauses
14.5.2 and 14.5.3 of Part 1 of the Agreement, which do not apply to this Module 14.

(a) any increase or decrease in the Charges must be:
(i) reasonable;
(ii) commensurate with the increased or decreased resources that the Contractor requires to
perform the varied Change Management Services; and
(iii) consistent with the pricing principles (if any) set out in Schedule 3;
(ii) time and materials basis in accordance with the rates set out in the Order,
(c) the Contractor must provide the Customer with reasonable documentation to support any increase
in the Charges.

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MODULE 15 CHANGE MANAGEMENT TRANSFORMATION SERVICES

TABLE OF CONTENTS
1 INTERPRETATION....................................................................................................................................... 2
3 OVERVIEW OF CHANGE MANAGEMENT TRANSFORMATION SERVICES............................................ 3
4 CHANGE MANAGEMENT PRINCIPLES...................................................................................................... 4
5 COMPETENCY DEVELOPMENT AND CULTURE CHANGE REQUIREMENTS........................................ 4
6 CHANGE MANAGEMENT TRANSFORMATION TRAINING....................................................................... 5
8 CONTRACTOR-DELIVERED OUTCOMES.................................................................................................. 6

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1 INTERPRETATION
places an Order for Change Management Transformation Services.
1.2 The use of the term Change Management in this Module 15 refers to the Contractors approach to
assisting the Customer to manage the introduction of change to transform the Customers processes. For
clarity, Change Management does not mean managing changes in the scope, requirements and
specifications for the applications software, nor does it mean change management in the context used in
IT service management and IT operations.
Change Management Principles means the principles described in clause 4 that the Customer
requires the Contractor to apply when delivering the Contractor-Delivered Outcomes.
Change Management Transformation Plan has the meaning given to it in clause 3.1.
Change Management Transformation Services means the Services specified in this Module 15 (and
as further specified in the Order, if applicable) which are required to be provided by the Contractor to the
Customer in accordance with the terms set out in this Module 15 and Part 1 of the Agreement (Standard
Terms and Conditions).
Change Management Transformation Training Services has the meaning given to it in clause 6.
applicable):
(a) the outcomes specified in relation to Project Management Services (refer Module 14 (Project
Management Services));
(b) the outcomes specified in relation to Change Management Services; and
expressly stated otherwise in the applicable Order).
Existing Processes:
(a) means those processes identified in the Order; or
(b) where the relevant processes are not specifically identified, means those business processes
forming part of the business operations identified in the Order.
System has the meaning given to it in Module 13 (Major Project Systems Integration Services),
where applicable.
Training Plan means the plan described in clause 6.
Training Services has the meaning given in clause 6.1.

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2.1 The Change Management Transformation Services must be provided for the period commencing on the
commencement date for Change Management Transformation Services (as specified in the Order) and
continuing until such Change Management Transformation Services have been fully performed by the
Contractor, unless earlier terminated in accordance with the Agreement.
3 OVERVIEW OF CHANGE MANAGEMENT TRANSFORMATION SERVICES
3.1 The Contractor must, at a minimum, provide the following Change Management Transformation Services
(except where and to the extent expressly stated otherwise in the relevant Order):
(a) analyse the Customers Existing Processes to identify and recommend the changes, if any, that
are required to be made to such processes to ensure that the processes optimally support the
Deliverables and (where applicable) the System procured by the Customer under this Agreement
(having reference to the Change Management Principles contained in clause 4 of this Module 15);
(b) assess the Customers readiness for the changes identified and recommended in paragraph (a)
above and report the results of the assessment to the Customer;
(c) develop and propose to the Customer suitable strategies and plans to address any lack of
readiness on the Customers part;
(d) assess the potential impact of the contemplated changes on the Customers Personnel and report
the results of the assessment to the Customer;
(e) develop and propose to the Customer suitable strategies and plans to manage and mitigate the
risks of adverse impacts or adverse reactions to change (working within the confines of the existing
Deliverables, unless otherwise agreed by the Customer);
(f) prepare a consultation and communications plan for the Customer to keep the Customers
Personnel and any other stakeholders informed, engaged and committed;
(g) propose an approach for responding in an appropriate manner (including by anonymous response
if necessary) to concerns and questions from the Customers Personnel;
(h) propose an approach for consultation and communication with the Customers Personnel to ensure
that the users of the new processes and any other Department or Agency interacting with, or
otherwise relying on, the relevant processes are familiar with and prepared for the new processes
and understand their respective roles and responsibilities in using the new processes;
(i) fulfill the competency development and culture change requirements set out in clause 5; and
(j) provide Change Management Transformation Training Services in accordance with clause 6,
and develop a plan in respect of the foregoing, encompassing process improvement, culture change,
competency development, sustainability (including knowledge transfer), customer satisfaction, timely
delivery, cost effectiveness, and business alignment (Change Management Transformation Plan).
3.2 The scope of Change Management Transformation Services does not encompass any recommendations
in relation to the Customers organizational structure except where expressly stated otherwise in the
relevant Order.
3.3 As part of the Change Management Transformation Services, the Contractor:
(a) is responsible for project management of the entire process of providing the Change Management
Transformation Services and delivery of the Contractor-Delivered Outcomes, including but not
limited to:
(i) managing the Customers participation in the change process; and
(ii) managing the participation of any third parties in the change process;

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(b) must act with all proper diligence and in good faith, in the best interests of the Customer, and in a
manner that is consistent with the operations of the Customer;
(c) must keep the Customer informed of all matters of which the Customer ought reasonably to be
made aware, or which may affect in any manner whatsoever the way in which the Contractor
manages the Services and Deliverables under the Order;
(d) must provide such information in relation to the supply of the Services and Deliverables as may
reasonably be required by the Customer from time to time; and
(e) must otherwise comply with its obligations under this Module 15,
except where and to the extent expressly stated otherwise in the relevant Order.
4 CHANGE MANAGEMENT PRINCIPLES
4.1 The Contractor must provide the Change Management Transformation Services and deliver the
Contractor-Delivered Outcomes in accordance with the following Change Management Principles (except
where and to the extent expressly stated otherwise in the relevant Order):
(a) the Change Management Transformation Services must encompass those processes involved in
the use of the Deliverables and (where applicable) the System procured by the Customer under
this Agreement, with further details of the relevant processes being set out in the Order;
(b) except where otherwise requested by the Customer, the Contractor must apply the overriding
principle that in the event of any misalignment or inconsistency between:
(i) the processes and work practices currently adopted by the Customer; and
(ii) the functionality embedded in any software supplied by the Contractor to the Customer
under this Agreement,
the Contractor will, in the first instance, design and implement the required modifications to the
Customers current processes and work practices to align with the functionality embedded in the
relevant software (in preference to the implementation of any modifications or changes to the
software supplied by the Contractor); and
(c) the Change Management Transformation Services must not result in an adverse impact on the
speed or efficiency of the Customers business processes or increase resourcing requirements.
5 COMPETENCY DEVELOPMENT AND CULTURE CHANGE REQUIREMENTS
5.1 Competency Development Requirements
(a) The Contractor must deliver the following Deliverables to support the Customer to align and where
necessary improve, staff competencies to suit the change process (except where and to the extent
expressly stated otherwise in the relevant Order):
(i) a list of the competencies required for each process within the scope of the change
process;
(ii) competency profiles for every role that the Contractor recommends for each process within
the scope of the change process;
(iii) a competency dictionary that becomes a compendium of the descriptions of all of the
competencies listed for all of processes within the scope of the change process;
(iv) a confidential report to the Customer on the gaps that the Contractor has identified between
the competencies that are available within the Customer and the competencies that the
Contractor recommends for the processes and the roles within the scope of the change
process. The Customer requires the report to identify the gaps in competencies and the
extent to which the gaps exist but specifically does not require the report to identify staff
who the Contractor considers require development; and
(v) a training strategy and plan for closing the gaps that the Contractor identifies between the
competencies that are available within the Customer and the competencies that the
Contractor recommends for the processes and the roles within the scope of the change
process.

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5.2 Culture Change Requirements
(a) Except where and to the extent expressly stated otherwise in the relevant Order, the Contractor
must:
(i) review previous initiatives (if any) undertaken for and on behalf of the Customer in relation
to culture change (limited to initiatives in relation to the same and update the assessment of
the differences between the current culture and the culture that the Customer requires in the
transformed, future state of the Customer;
(ii) collaborate with the Customer to formulate the required strategies and plans for cultural
change;
(iii) advise and assist the Customer, as they may require, to implement the strategies and plans
for cultural change; and
(iv) advise and assist the Customer, as they may require, to assess the effectiveness of the
implementation of strategies and plans for cultural change.
(b) Except where and to the extent expressly stated otherwise in the relevant Order, the Contractor
must deliver a confidential report to the Customer on:
(i) the gaps that the Contractor has identified between the culture that exists within the
Customer in its current states and the culture that the Customer requires for its future
states;
(ii) a strategy and plan for closing the gap in culture that the Contractor has identified; and
(iii) a method for assessing the progress and the effectiveness of the culture changes that the
Customer, with the assistance of the Contractor, implement.
6 CHANGE MANAGEMENT TRANSFORMATION TRAINING
6.1 Provision of training
(a) The Contractor must provide training that is reasonably necessary for the achievement of the
Contractor-Delivered Outcomes in accordance with the Outcome Milestones, encompassing
(except where and to the extent expressly stated otherwise in the relevant Order):
(i) User Training - training to be provided to users of the transformed processes and/or the
Deliverables to enable them to develop the requisite skills to use the transformed processes
and/or the Deliverables;
(ii) Train-the-Trainer Training training to be provided to the Customers nominated trainers
who will provide User Training in the future; and
(iii) Awareness Training training to be provided to the Customers personnel who are
affected by the transformed processes and/or the Deliverables and therefore need to be
aware of:
(A) how the transformed processes work;
(B) how the Deliverables work;
(C) their roles, if any; and
(D) how they benefit from the changes,
and including the establishment of systems, processes and tools as required to ensure that such
training is made available in a systemized and sustainable manner for so long as the Customer
continues to operate the Licensed Software and the System (Change Management
Transformation Training Services).
(b) The Contractor must provide the Training Services in accordance with the Training Plan.
(c) The Contractor must deliver to the Customer:

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(i) material to be distributed to the Customers Personnel attending User Training; and
(ii) Train-the-Trainer materials,
in accordance with the timeframes specified in the Training Plan.
(d) The Contractor must provide the Training Services in accordance with all specific requirements set
out in the Training Plan.
6.2 Further training
(a) The Contractor must, if requested by the Customer, promptly design in consultation with the
Customer further training methodologies and plans for any further training that the Customer may
request in relation to the Contractor-Delivered Outcomes.
(b) The Contractor may charge the Customer additional fees for the provision of any such further
training, at the rates set out in the Order or if there are no such rates then at such fees as may be
reasonably agreed by the Parties.
6.3 Customer to provide training facilities
(a) Unless the Parties agree otherwise, the training referred to in this clause 6 must be provided at the
Customers premises.
(b) If the Contractor provides training at the Customers premises, the Customer will provide
appropriate facilities to enable the Contractor Personnel who are providing the training to provide
that training.
(a) culture change;
and
Outcomes, and ensure the alignment of the Project Management Services with the Contractor-Assisted
Outcomes.
8.1 The Contractor undertakes to provide the Change Management Transformation Services in such a
manner as to:
(a) assist the Customer to achieve change management transformation (including process
improvement, competency development and cultural change) on a sustainable basis;

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(a) A portion of the Fees payable in connection with Change Management Transformation Services
will be allocated to each Outcome Milestone, as set out in the Project Implementation and Payment
Plan.
(b) The Customer will pay the applicable Fees, in full, for an Outcome Milestone that the Customer
determines has achieved all of the Acceptance Criteria.
(c) The Customer may elect to pay the applicable Fees for an Outcome Milestone less a proportionate
reduction;
(a) completion of Change Management Transformation Services; and
throughout the Contract Period in relation to each Outcome Milestone. The Parties therefore agree that
the Acceptance Tests described in clause 14.5 of Part 1 of the Agreement will apply at each Outcome
clause 10.1:

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MODULE 16 KNOWLEDGE TRANSFER SERVICES

TABLE OF CONTENTS
1 INTERPRETATION....................................................................................................................................... 2
2 PERIOD OF KNOWLEDGE TRANSFER SERVICES................................................................................... 2
3 KNOWLEDGE TRANSFER SERVICES ....................................................................................................... 3
4 TRAINING..................................................................................................................................................... 3
6 CUSTOMER-DELIVERED OUTCOMES....................................................................................................... 4

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1 INTERPRETATION
1.1 The terms and conditions included in this Module 16 of the Agreement form part of the Contract and apply
when a Customer places an Order for Knowledge Transfer Services.
applicable):
(c) the outcomes specified in relation to Knowledge Transfer Services.
Knowledge Management Materials means:
(a) the Documentation;
(b) the materials that the Contractor is required to compile pursuant to clause 3 of this Module 16; and
(c) any additional details specified in the Customers Standard Order Requirements Folder (and as
further specified in the Order, if applicable).
Knowledge Transfer Services means the Services specified in this Module 16 (and as further specified
in the Order, if applicable) which are required to be provided by the Contractor to the Customer in
accordance with the terms set out in this Module 16 and Part 1 of the Agreement (Standard Terms and
Conditions).
Training Services has the meaning given in clause 4.1.
Transition-out Period has the meaning given in Module 13 (Major Project System Integration
Services).
2 PERIOD OF KNOWLEDGE TRANSFER SERVICES
2.1 The Knowledge Transfer Services must be provided for the period commencing on the commencement
date for Knowledge Transfer Services (as specified in the Order) and continuing until the Knowledge
Transfer Services have been fully performed by the Contractor, unless earlier terminated in accordance
with the Agreement.

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3 KNOWLEDGE TRANSFER SERVICES
3.1 The Contractor must provide comprehensive Knowledge Transfer Services in relation to all of the
Deliverables, including by:
(a) transferring knowledge from the Contractor to the Customer of the methods and skills that the
Contractor used to provide the Deliverables under the Order;
(b) developing or capturing (as may be required), and retaining, the Knowledge Management
Materials in both electronic and physical formats, using a software-based knowledge management
system;
(c) updating the electronic version of the Knowledge Management Materials on a real time basis to
ensure that it is at all times true and accurate, and that any changes in the Knowledge
Management Materials are recorded;
(d) in respect of physical versions of the Knowledge Management Materials, updating such Knowledge
Management Materials at least fortnightly to ensure that all versions are identical to the then-
current electronic version of the Knowledge Management Materials;
(e) ensuring that the Customer is able to access:
(i) the then-current electronic version of the Knowledge Management Materials at any time
utilising a web browser front-end; and
(ii) the then-current physical version of the Knowledge Management Materials during business
hours;
throughout the Term;
(f) establishing a mirror site on the Customers System for the retention and storage of the Knowledge
Management Materials, to be maintained and updated on the same basis as the knowledge base
retained on the Contractors system;
(g) ensuring version control of all physical and intangible (including electronic) copies of the
Knowledge Management Materials;
(h) providing training services in accordance with clause 4 of this Module 16;
(i) developing and implementing a model for managing the Knowledge Management Materials to
ensure that the Customer is able to keep these objects current after the Transition-out Period;
(j) delivering the knowledge base of knowledge objects prepared under clause 3.1(b) to the Customer
during the Transition-out Period; and
(k) delivering all Knowledge Management Materials to the Customer prior to the expiry of the
Transition-out Period.
3.2 The Contractor undertakes to make available to the Customer the benefit of any knowledge transfer
models deployed by the Contractor in other projects of similar scope and scale, provided that the
finalization and implementation of the knowledge transfer model is subject to the Customers prior
approval.
4 TRAINING
4.1 Provision of training
(a) Without limiting the terms of clause 3 of this Module 16, the Contractor must provide training that is
reasonably necessary for the proper use of the Licensed Software and the System in accordance
with the timeframes specified in the Project Implementation and Payment Plan, encompassing:
(i) User Training - training to be provided to users of the System and/ or the Deliverables to
enable them to develop the requisite skills to use the System and/or the Deliverables;
(ii) Train-the-Trainer Training training to be provided to the Customers nominated trainers
who will provide User Training in the future; and
(iii) Awareness Training training to be provided to the Customers personnel who are
affected by the System and/or the Deliverables and therefore need to be aware of:

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(A) how System works;
(B) how the Deliverables work;
(C) their roles, if any; and
(D) how they benefit from the changes,
and including the establishment of systems, processes and tools as required to ensure that such
training is made available in a systemized and sustainable manner for so long as the Customer
continues to operate the Licensed Software and the System (the Training Services).
(b) The Contractor must provide the Training Services in accordance with the Training Plan.
4.2 Further training
(a) The Contractor must, if requested by the Customer, promptly design in consultation with the
Customer further training methodologies and plans for any further training that the Customer may
request in relation to the Deliverables and/or the System.
(b) The Contractor may charge the Customer additional fees for the provision of any such further
training, at the rates set out in Schedule 3 of the Agreement or, if there are no such rates, then at
such fees as may be reasonably agreed by the Parties.
4.3 Customer to provide training facilities
(a) Unless the Parties agree otherwise, the training referred to in this clause 4 will be provided at the
Customers premises.
(b) If the Contractor provides training at the Customers premises, the Customer will provide
appropriate facilities to enable the Contractor Personnel who are providing the training to provide
that training.
(a) culture change;
and
Outcomes, and ensure the alignment of the Knowledge Transfer Services with the Contractor-Assisted
Outcomes.
6 CUSTOMER-DELIVERED OUTCOMES
6.1 The Contractor undertakes to provide the Knowledge Transfer Services in such a manner as to:
(a) assist the Customer to achieve competency development on a sustainable basis; and

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Outcome Milestones. Following the successful completion of each of the Outcome Milestones, the
Contractor-Delivered Outcomes will be deemed to have been achieved.
(a) A portion of the Fees payable in connection with Knowledge Transfer Services will be allocated to
(b) The Customer will pay the applicable Fees, in full, for a Outcome Milestone that the Customer
reasonably determines has achieved the applicable Acceptance Criteria.
(c) The Customer may elect to pay the applicable Fees for a Outcome Milestone less a proportionate
reduction;
discretion, that the Acceptance Criteria are unable to be achieved.
(a) completion of Knowledge Management Services; and
throughout the Contract Period in relation to each Knowledge Transfer Milestone. The Parties therefore
agree that the Acceptance Tests described in clause 14.5 of Part 1 of the Agreement will apply at each
clause 8.1:

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MODULE 17 MAJOR PROJECT SOFTWARE MAINTENANCE AND SUPPORT SERVICES

TABLE OF CONTENTS
1 INTERPRETATION....................................................................................................................................... 2
3 TERMS TO APPLY....................................................................................................................................... 3
4 MAINTENANCE AND SUPPORT SERVICES.............................................................................................. 4
5 CUSTOMERS OBLIGATIONS..................................................................................................................... 5
6 DEFECTS...................................................................................................................................................... 5
7 INCIDENT AND DEFECT LOGGING............................................................................................................ 5
8 SERVICE LEVELS........................................................................................................................................ 5
9 MAINTENANCE AND SUPPORT SERVICES WARRANTIES..................................................................... 6
10 TRANSITION................................................................................................................................................. 6
11 CHARGES UNDER A CONTRACT VARIATION.......................................................................................... 7

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1 INTERPRETATION
places an Order for Support Services.
1.2 This Module 17 is designed for use in major projects and includes maintenance and support obligations
for any Deliverables listed in the Order.
Adaptive Maintenance means altering existing functionality in response to business driven changes, for
example in processes, decision rules or algorithms.
Corrective Maintenance means restoring existing functionality after an Incident or a Problem has
occurred.
(b) applicable to multiple Orders; and
expressly stated otherwise in the Order).
Defect means a Problem or an Error.
Designated Equipment means the equipment specified in the Order upon which the Supported
Software is to be installed and/or used.
Error or Known Error is a condition identified by successful diagnosis of the root cause of a Problem.

Incident means any event which is not part of the standard operation of a service and which causes, or
may cause, an interruption to, or a reduction in, the quality of that service.
Incident and Defect Log means a brief description of Incidents or Defects in a chronological record.
License Maintenance means the Customers entitlements to Updates, New Releases, modifications
and enhancements.
Maintenance means resolving a Defect and includes:
(a) Corrective Maintenance;
(b) Preventative Maintenance;
(c) Adaptive Maintenance; and
(d) License Maintenance.
Maintenance and Support Requirements means the requirements set out in the Maintenance and
Support Requirements document contained in the Customers Standard Order Requirements Folder.
Maintenance and Support Services means Support, Maintenance, Service Desk Services and Testing
that the Contractor agrees to provide in respect of the Supported Deliverables, as specified in this Module
17 and the Maintenance and Support Requirements.
Maintenance and Support Services Fees means the fees payable to the Contractor for supplying the
Support and Maintenance Services to the Customer Site(s) specified in the Order, which may be on a
monthly, quarterly or yearly basis or any other term that is specified in the Order.
Preventative Maintenance means restoring existing functionality with the objective of preventing an
Incident or a Problem occurring or recurring, for example resolving a latent defect by installing a software
patch.

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Problem is a condition evidencing deficiency in functional degradation of performance often identified as
a result of multiple Incidents that exhibit common symptoms resulting in failure to comply with the required
functionality.
Priority Level means the priority levels described in the Order.
Service Desk Services has the meaning given to it in clause 4.2.
Service Levels means the performance metrics, indicators and adjustments for the Support Services
specified in the Service Level Agreement and/or the Order.
Support means assisting users to use the System, for example by providing answers to frequently
asked questions.
Support Hours has the meaning given in clause 4.2.
Supported Deliverables means the Deliverables specified in the Order to be supported by the
Contractor including:
(a) any Supported Software;
(b) any interfaces; and
(c) any other components of the System;
and any materials relating to the Deliverables such as, but not limited to, Documentation, flow charts, logic
diagrams and listings.
Supported Software means the Licensed Software and any other software specified in the Order to be
supported by the Contractor including any Updates, New Releases, modifications and enhancements.
System has the meaning given to in Module 13 (Major Project System Integration Services).
Testing has the meaning given to it in clause 4.3.
Transition-out Charges has the meaning given to it in clause 10.2.
Transitions-out Services has the meaning given to it in clause 10.1.
2.1 The Maintenance and Support Services must be provided for the Contract Period unless earlier
terminated in accordance with the Agreement.
2.2 The Maintenance and Support Services shall be provided from the commencement date of the
Maintenance and Support Services (as set out in the Order) and continuing for the period(s) specified in
the Order, unless terminated earlier by the Customer upon the provision of 60 days notice in writing or
such other period as may be agreed by the Parties. Defect correction for the Supported Software will be
provided free of charge during the Warranty Period unless otherwise specified in the Order.
3 TERMS TO APPLY
(a) clauses 15.2 to 15.4 (inclusive), 15.7.2, 15.7.3, and 15.8, 15.9 and 15.11 of Part 1 of the

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4 MAINTENANCE AND SUPPORT SERVICES
4.1 Overview of Maintenance and Support Services
(a) The Contractor must provide the Maintenance and Support Services in accordance with the
Contract (including the Maintenance and Support Requirements) for the Maintenance and Support
Services Fees.
(b) The Contractor agrees that the Maintenance and Support Services must, at a minimum, ensure
that the:
(i) Supported Deliverables conform to and perform in accordance with the Contract
Specifications as amended from time to time;
(ii) Supported Deliverables perform in accordance with the Service Levels; and
(iii) Documentation is provided in accordance with the Contract.
(c) Maintenance and Support Services do not include correction of:
(i) Defects or errors caused by the operation of the Supported Deliverables or the Designated
Equipment in a manner contrary to the Contract Specifications;
(ii) Defects of errors caused by modifications or alterations of the Supported Deliverables not
authorised by the Contractor;
(iii) Defects or errors caused by equipment maintenance not provided by the Contractor;
(iv) Defects of errors caused by computer programs other than the Supported Software; or
(v) data correction.
(d) Any additional services provided that are not included in the Maintenance and Support Services
supplied by the Contractor may be supplied on a Time and Materials basis.
4.2 Service Desk Services
(a) If specified in the Order, the Contractor must provide service desk services in accordance with the
requirements in the Order (Service Desk Services).
(b) The Contractor agrees that the Service Desk Services must, at a minimum, include:
(i) availability of the service desk during the hours specified in the Order (Support Hours);
(ii) a reasonable number of Contractor personnel who are adequately trained to respond to
technical and user questions relating to the Supported Deliverables;
(iii) answering calls and responding to emails by the Customer during the Support Hours and
responding to technical and user questions relating to the Supported Deliverables in the
manner and within the timeframes specified in the Order;
(iv) voicemail facilities that enable the Customer to leave messages for the service desk outside
the Support Hours;
(v) management of the resolution process from call to resolution; and
(vi) such other requirements as are set out in the Maintenance and Support Requirements.
(c) The Contractor must provide all training and diagnostic tools required by the Customer to enable
the Customer to perform any functions specified in the Order.
4.3 Testing
(a) If specified in the Order, the Contractor must provide testing in accordance with the requirements
in the Order (Testing).

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(b) The Contractor agrees that the Testing must, at a minimum, includethe Testing Requirements set
out in the Customers Standard Order Requirements Folder.
5 CUSTOMERS OBLIGATIONS
5.1 The Customer must, if practicable during the Contract Period for the Maintenance and Support Services,
provide the Contractor with:
(a) such access to the Customers premises and / or facilities during normal working hours or as
specified in the Order as is necessary for the Contractor to supply the Maintenance and Support
Services; and
(b) information, in the Customers possession or control, that the Contractor reasonably requires to
supply the Maintenance and Support Services Services.
6 DEFECTS
6.1 If the Contractor determines that:
(a) an Incident notified by the Customer is caused by a Defect; or
(b) that there is a Defect,
then the Contractor will as soon as possible (and, where relevant, within the Service Levels) remedy the
Defect.
6.2 To remedy the Defect, the Contractor shall, before:
(a) the response times; and/or
(b) resolution times,
referred to in the Service Levels have expired, take such measures as are appropriate in all the
circumstances to enable the Customer to continue to productively use the Supported Deliverables.
6.3 All Maintenance and Support Services carried out or supplied by the Contractor pursuant to clause 4.1 are
warranted for the Warranty Period.
7 INCIDENT AND DEFECT LOGGING
7.1 On receipt of notice of an Incident by the Customer through the service desk or the determination of a
Defect by the Contractor, the Contractor must:
(a) assign an identification number to the Incident or Defect, which will be used by the Parties to
identify the Incident or Defect;
(b) agree a Priority Level for the Incident or Defect with the Customer. If the Contractor and the
Customer are unable to agree on the Priority Level for an Incident or a Defect, the Customer may
determine the Priority Level for the Incident or the Defect;
(c) keep the Customer updated in relation to the status of the Incident or Defect;
(d) notify the Customer immediately after the Incident or Defect is fixed and provide the Customer with
a roots cause analysis for the Incident or Defect and details of the measures taken to remedy the
Defect; and
(e) provide any assistance required by the Customer to recover any data loss caused by the Incident
or Defect.
7.2 The Contractor must maintain an accurate Incident and Defect Log for the period of the Maintenance and
Support Services of all Incidents and Defects.
8 SERVICE LEVELS
8.1 If the Contractor does not achieve the required minimum Service Levels, then the Customer shall be
entitled to any performance rebates specified in the Service Level Agreement or the Order.
8.2 During the Contract Period and any subsequent renewals, the Contractor must use its reasonable
endeavours to continuously improve the quality of performance of the Maintenance and Support Services

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including by improving the Service Levels.
8.3 The Customer may conduct a review of the Service Levels targets on an annual basis or as otherwise
agreed by the Parties in writing during the Contract. The Contractor must not unreasonably refuse to
agree to a Change Request to the Service Levels.
8.4 At least 10 working days prior to each review meeting, the Contractor must provide the Customer with a
plan outlining a proposed program to improve the Service Levels.
9 MAINTENANCE AND SUPPORT SERVICES WARRANTIES
9.1 The Contractor warrants that:
(a) the Contractor will provide the Maintenance and Support Services in accordance with the
requirements of the Contract and with due care and skill;
(b) where specified in the Order, the Contractor has established quality assurance arrangements for
the provision of the Maintenance and Support Services and will comply with and maintain those
quality assurance arrangements during the Contract Period;
(c) the Contractor will not enter into any arrangement that impedes or is likely to hinder its provision of
the Maintenance and Support Services in a manner, and to a standard, that is not satisfactory to
the Customer without obtaining the Customers prior written consent; and
(d) it will provide the Maintenance and Support Services using an adequate number of appropriately
trained, skilled and experienced personnel.
10 TRANSITION-OUT SERVICES
10.1 On termination and/or expiry of the Maintenance and Support Services, the Contractor must render any
reasonable assistance to the Customer on the same terms as the Contract to the extent necessary to
effect an orderly assumption by a replacement contractor of the performance of the Contractor's
obligations under the Contract (Transition-out Services).
10.2 Transition-out Charges
(a) Subject to clause 10.2(c), if the Transition-out Services requested to be provided by the Contractor
are substantially the same as the Maintenance and Support Services provided to the Customer
under the Contract, those Transition-out Services must be provided at the same rates payable by
the Customer for the Maintenance and Support Services prior to termination or expiry.
(b) Subject to clause 10.2(c), if the Customer requests any additional Transition-out Services to those
provided to the Customer as part of the Maintenance and Support Services under the Contract, the
Contractor will provide the Transition-out Services at the applicable rates set out in Schedule 3.
(c) If the Transition-out Services are being provided following a termination by the Customer under
clause 18.2 of Part 1 of the Agreement, without limiting the Customers other rights or remedies,
the Contractor will provide the Transition-out Services at cost.
(d) The Contractor must provide Transition-out Services to the Customer regardless of the reason for
the expiration or termination of the Contract, provided that if the Agreement is terminated by the
Contractor for the Customer's failure to pay undisputed amounts, then the Customer will be
required to:
(i) pay the Contractor ninety (90) days in advance for the Transition-out Services to be
provided or performed for each quarter during which the Contractor will perform Transition-
out Services; and
(ii) remain current on all other payments due to the Contractor under the Contract,
(the Transition-out Charges). If the Customer fails to pay the Contractor any Transition-out
Charges by their due date, the Contractor may notify the Customer that such Charges are overdue.
If the Customer fails to pay the Contractor such Charges within fifteen (15) days after the date of
such notice, the Contractor may notify the Customer of its intention to suspend its provision of
Transition-out Services until the Customer becomes current on all payments due to the Contractor,
effective ten (10) days thereafter. Such suspension shall take effect on such date unless the
Customer pays the Contractor such outstanding Charges before such effective date of suspension.

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(a) any increase or decrease in the Charges must be reasonable, and commensurate with the
increased or decreased resources that the Contractor requires to perform the varied Support and
or Maintenance; and
(ii) time and materials basis in accordance with the rates set out in the Order,
and the Customer may elect which of these two Charging methodologies it wishes to accept.

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MODULE 18 - WHOLE OF GOVERNMENT REQUIREMENTS

PART A: INTRODUCTION

PART B: WHOLE OF GOVERNMENT - VARIATIONS TO PART 1 OF THE AGREEMENT (STANDARD
TERMS AND CONDITIONS) AND PART 2 OF THE AGREEMENT (DICTIONARY)

PART C: WHOLE OF GOVERNMENT - VARIATIONS TO MODULE 3 (LICENSED SOFTWARE

PART D: ADDITIONAL TERMS APPLICABLE TO WHOLE OF GOVERNMENT PROCUREMENT

TABLE OF CONTENTS
PART A: INTRODUCTION............................................................................................................................. 3
1 APPLICATION.............................................................................................................................................. 3
2 INTERPRETATION....................................................................................................................................... 3

PART B: WHOLE OF GOVERNMENT VARIATIONS TO PART 1 OF THE AGREEMENT (STANDARD
TERMS AND CONDITIONS) AND PART 2 OF THE AGREEMENT (DICTIONARY) ............................................ 4
3 INTERPRETATION PART B...................................................................................................................... 4
4 ELIGIBLE CUSTOMERS.............................................................................................................................. 4
5 PROCUREMENT ON WHOLE OF GOVERNMENT BASIS...................................................................... 4
6 INTELLECTUAL PROPERTY RIGHTS ........................................................................................................ 5
7 PRICING PRINCIPLES................................................................................................................................. 6
8 ASSIGNMENT OR NOVATION .................................................................................................................... 7

PART C: WHOLE OF GOVERNMENT VARIATIONS TO MODULE 3 (LICENSED SOFTWARE) ................... 8

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9 INTERPRETATION PART C...................................................................................................................... 8
10 RIGHTS OF USE IN RELATION TO LICENSED SOFTWARE .................................................................... 8
11 INTEROPERABILITYI................................................................................................................................... 8
12 PROVISION OF UTILITY TOOLS................................................................................................................. 8
13 NO RESTRICTIONS IN RELATION TO HARDWARE ................................................................................. 8
14 NEW PRODUCTS......................................................................................................................................... 8

PART D: ADDITIONAL TERMS APPLICABLE TO WHOLE OF GOVERNMENT PROCUREMENT......... 10
15 INTERPRETATION..................................................................................................................................... 10
16 CONTRACTOR-ASSISTED OUTCOMES .................................................................................................. 10
17 CONTRACTOR-DELIVERED OUTCOMES................................................................................................ 11
18 OUTCOME MILESTONES AND ACCEPTANCE CRITERIA...................................................................... 11
19 RE-SUPPLY OF ALL OR PART OF ANY DELIVERABLES TO OTHER ELIGIBLE CUSTOMERS ......... 12
20 STATE BASED BUILD ............................................................................................................................... 12
21 LEAD AGENCY AND CENTRE OF EXCELLENCE................................................................................... 12
22 COMMUNICATION PROTOCOLS AND CONDUCT GUIDELINES ........................................................... 13
23 FUNCTIONAL ENHANCEMENTS AND ESCALATION PROCEDURES WITH CONTRACTOR .............. 13
24 CONTRACTOR-CUSTOMER FORUM....................................................................................................... 13
25 BENCHMARKING OF SERVICES.............................................................................................................. 14
26 INFORMATION REQUIRED FOR THE CONDUCT OF OTHER TENDERS .............................................. 15

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PART A: INTRODUCTION

1 APPLICATION
1.1 Where a Customer places an Order for Deliverables pursuant to an Agreement entered into between the
Contractor and the Contract Authority that is for Whole of Government:
(a) the terms and conditions contained in Part B (Whole of Government Variations to Standard
Terms and Conditions):
(i) are incorporated into and form part of Part 1 of the Agreement (Standard Terms and
Conditions) and/or Part 2 of the Agreement (Dictionary), as applicable, and are deemed
to amend the foregoing where so specified; and
(ii) will take precedence over Part 1 of the Agreement (Standard Terms and Conditions)
and/or Part 2 of the Agreement (Dictionary) where and to the extent expressly stated;
(b) the terms and conditions contained in Part C (Whole of Government Variations to Module 3)
are incorporated into and form part of Module 3 (Licensed Software), and are deemed to amend
the foregoing where so specified; and
(c) the terms and conditions contained in Part D (Additional Terms applicable to Whole of
Government Procurement) comprise additional terms applicable to this Module 18.
2 INTERPRETATION
2.1 In this Module 18, unless the contrary intention appears, capitalised terms used in this Module 18shall
have the meaning given to them in the applicable part of this Module 18.

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PART B: WHOLE OF GOVERNMENT VARIATIONS TO PART 1 OF THE AGREEMENT (STANDARD
TERMS AND CONDITIONS) AND PART 2 OF THE AGREEMENT (DICTIONARY)

3 INTERPRETATION PART B
3.1 The following term shall be added to Part 2 of the Agreement (Dictionary):
Authorised Users means the authorised users specified in the applicable Order.
IT Service Providers means any person or persons providing bureau or outsourced information
technology or telecommunications services to the Contract Authority or any Customers from time to time.
Licensed Software has the meaning given to it in Module 3.
4 ELIGIBLE CUSTOMERS
4.1 Part 2 of the Agreement (Dictionary) is amended so that all references to Eligible Customers are
deemed to be a reference to the following:
(a) the agencies and other bodies employing members of the public sector service, as that term is
defined in section 3 of the Public Sector Employment and Management Act 2002; and
(b) State Owned Corporations, as that term is defined in section 3 of the Stated Owned Corporations
Act 1989,
which definition shall apply in substitution for the definition of Eligible Customers contained in Part 2 of
the Agreement (Dictionary), except to the extent provided in clause 4.2 of this Module 18.
4.2 Where an entity falls within the scope of Eligible Customers under Part 2 of the Agreement (Dictionary)
but does not fall within the limited scope of clause 4.1 of this Module 18, that entity will nevertheless be
eligible to acquire Products and Services under this Agreement where it appoints an Eligible Customer (as
defined in clause 4.1) as the Lead Agency in relation to those Products and Services pursuant to clause
21 of this Module 18.
5 PROCUREMENT ON WHOLE OF GOVERNMENT BASIS
5.1 Clause 2 (Agreement Operation) of Part 1 of the Agreement (Standard Terms and Conditions) is
amended by the addition of the following clause 2.6:
2.6 PROCUREMENT ON WHOLE OF GOVERNMENT BASIS
The Contractor acknowledges that the Contract Authority is entering into this Agreement for the
benefit of all Eligible Customers on a whole of Government basis, and that:
(a) the NSW Department of Commerce is appointed as contract manager:
(i) acting for and on behalf of the Contract Authority and all Eligible Customers, for the
purpose of carrying out all contract management responsibilities pursuant to this
Agreement; and
(ii) acting for and on behalf of each individual Customer, for the purpose of carrying out
all contract management responsibilities pursuant to each individual Contract;
(b) where reasonably required by the NSW Department of Commerce from time to time, the
Contractor must participate in any governance forums established (whether in connection
with this Agreement, an individual Contract, or the broader long-term relationship between
the Contract Authority and the Contractor) for the purpose of:
(i) promoting a common understanding of any Products and Services offered under this
Agreement;
(ii) providing an understanding as to the status of any Deliverables supplied by the
Contractor pursuant to any individual Contract, and a summary view of the
Contractors overall performance under this Agreement and all Contracts on a
whole of Government basis;
(iii) establishing and managing a reporting regime (as contemplated by clause 2.6(c))
that enables the NSW Department of Commerce to fulfill its contract management
responsibilities relating to this Agreement and any individual Contracts;
(iv) focusing on decision making by the Parties respective representatives to ensure that
the intent and content of this Agreement and any individual Contracts are upheld by
the Parties, that is:
(A) understanding what key decisions the Parties need to make to achieve the

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required objectives and outcomes of this Agreement and/or any individual
Contracts, and ensuring collaborative effort by the Parties respective
representatives and contract teams to achieve the required objectives and
outcomes; and
(B) determining whether key decisions are made in a timely and effective manner
by the person with the delegated responsibility and level of authority to make
those decisions; and
(v) ensuring the development and implementation of processes to identify, assess,
monitor and report risks and risk trends to the Parties representatives and to other
stakeholders nominated by the Parties representatives; minimising to acceptable
levels the likelihood of risks materialising; and ensuring that the impact of risks that
have occurred will be contained to acceptable levels,
and the Contractor must make available senior personnel at the executive level, and/or
senior management directly engaged in the supply of any Deliverables, as required by the
NSW Department of Commerce from time to time pursuant to this clause 2.6(b);
(c) the Contractor is required to provide reporting to the NSW Department of Commerce in
respect of all Deliverables supplied to Customers under all Contracts (including associated
invoicing and payment details):
(i) on an aggregated whole of Government basis in relation to all Customers; and
(ii) on a disaggregated basis (in respect of individual Customers),
encompassing both routine and exception reports as required by the NSW Department of
Commerce from time to time;
(d) the Contractor acknowledges that the NSW Department of Commerce will act as the
representative of the Contract Authority and any Customers in connection with any issue
arising under clause 7 (Conduct and Dispute Resolution);
(e) the Contractor acknowledges that the rights granted by the Contractor to any Customer
pursuant to a Contract may be transferred or sublicensed to any other Eligible Customer
from time to time in accordance with the terms set out in Module 18;
(f) any functionality that is offered by the Contractor under this Agreement must be made
available to all Eligible Customers at their election;
(g) where a Customer pays for any Software Solution in the course of acquiring Development
Services (as those terms are defined in Module 4 (Development Services)), or pays for
any Contractor Delivered Software (as that term is defined in Module 13 (Major Project
Systems Integration Services)) as applicable:
(i) the relevant Customer shall be entitled to make available such Software Solution or
Contractor Delivered Software (as applicable) to any other Agency or Department in
Australia at no additional cost; and
(ii) the relevant Software Solution or Contractor Delivered Software (as applicable) must
be maintained by the Contractor pursuant to any existing contract with the Customer
relating to Software Support Services (as that term is defined in Module 5 (Software
Support Services)) or Maintenance and Support Services (as that term is defined in
Module 17 (Maintenance and Support Services)), as applicable, at no additional
cost to the Customer in excess of the Price that would otherwise be payable for the
relevant Services;
(h) all test scripts that are developed for a particular Customer must be made available to any
other Customers acquiring the same Licensed Software at no additional charge where so
required; and
(j) all other terms governing procurement of the Products and Services on a whole of
Government basis are set out in Module 18.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 In addition to the Intellectual Property rights granted to the Customer under clause 9.2 of Part 1 of the
Agreement (Standard Terms and Conditions):
(a) subject to the terms and conditions of the Agreement, the Contractor grants to the Customer a
perpetual, non-exclusive licence to use the Intellectual Property rights:
(i) for use by the Authorised Users for their internal business purposes in accordance with this
Agreement and the Documentation; and
(ii) for use by the Customers Personnel and permitted subcontractors of the Customer but only

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to the extent required by these persons to perform their responsibilities in connection with
the scope of authorised use under this Agreement, subject to ongoing compliance by such
persons with:
(A) the restrictions on use of the Intellectual Property rights under this clause 9.2; and
(B) the confidentiality obligations contained in clause 9.1 of Part 1 of the Agreement
(Standard Terms and Conditions) for the Customers Personnel;
(b) the Customer is permitted to sublicense any such rights granted under clause 9.2:
(i) to any Eligible Customers (subject always to compliance with the terms and conditions
contained in this Agreement); and
(ii) to any IT Service Providers to maintain and configure the Licensed Software and/or the
System (as that term is defined in Module 13) (as applicable) for the Customer, provided
that those IT Service Providers:
(A) comply with all applications requirements set out in the Agreement; and
(B) are only permitted to exercise such rights for the benefit of the Customer.
6.2 Where a Customer pays for any Software Solution in the course of acquiring Development Services
pursuant to Module 4 (Development Services) or Contractor Delivered Software pursuant to Module 13
(Major Project Systems Integration Services) as applicable, that Customer shall be entitled to grant any
Intellectual Property Rights in such Software Solution or Contractor Delivered Software to any other to any
other Agency or Department in Australia at no additional cost.
6.3 Where the Parties engage in any joint development work relating to any Software Solution or Contractor
Delivered Software, the Parties may at their option enter into good faith in relation to any potential
opportunities for the joint commercialization of the relevant Software Solution or Contractor Delivered
Software.
7 PRICING PRINCIPLES
7.1 Where the Price for a Product and/or Service is not specified in Schedule 3, the Price must be determined
consistently with:
(a) the pricing principles (if any) set out in Schedule 3;
(b) Part 1 of the Agreement (Standard Terms and Conditions); and
(c) the terms of this clause 7.
7.2 Where and to the extent that any work carried out by the Contractor in relation to the Licensed Software is
able to be utilised for the benefit of more than one Customer:
(a) where and to the extent possible, the benefit of any synergies in the work performed by the
Contractor for more than one Customer must be passed on to all applicable Customers through:
(i) minimising any duplication in the work performed by the Contractor where it is possible to
reuse work performed or otherwise reduce the scope of work performed due to the
commonality of the Deliverables provided to, or carried out for the benefit of, more than one
Customer; and
(ii) reductions in the Price payable in accordance with paragraph (b); and
(b) in relation to the allocation of costs and / or the Price as between more than one Customer, the
Contractor must ensure that the Price payable by each of the relevant Customers is decreased so
that:
(i) each of the relevant Customers only bears a proportion of the costs associated with such
work; and
(ii) the Contractor must not charge twice or double dip (in relation to the Price charged to the
relevant Customers), with the applicable Price to be shared by each of the relevant
Customers in relation to such Deliverables.
(a) any increase or decrease in the Charges must be reasonable, and commensurate with the
increased or decreased resources that the Contractor requires to perform the varied Change
Management Services;
(b) the Contractor must propose any additional Charges on both:
(i) a fixed-price basis; and

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(ii) a time and materials basis in accordance with the rates set out in the Order,
(c) the Contractor must provide the Customer with reasonable documentation to support any increase in the
Charges.
8 ASSIGNMENT OR NOVATION
8.1 Clause 19.3 of Part 1 of the Agreement (Standard Terms and Conditions) is amended by the addition of
the following clause 19.3.4:
19.3.4 The Customer may in its sole discretion assign or novate all or any of its rights under any
Contract to any other Eligible Customer. If the assignment or novation changes the scope
of the obligations or Deliverables to be provided by a Contractor under a Contract, a
Contract Variation must be effected. Nothing in this clause 19.3.4 derogates or limits the
obligations of the Contractor to provide services (including for the benefit of the transferee)
where so required under Module 5 (Software Support Services) or Module 17 (Maintenance
and Support Services), as applicable.

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PART C: WHOLE OF GOVERNMENT VARIATIONS TO MODULE 3 (LICENSED SOFTWARE)

9 INTERPRETATION PART C
9.1 The following term shall be added to Module 3 (Licensed Software):
Related Company means a related body corporate as that expression is defined in the Corporations
Act 2001.
10 RIGHTS OF USE IN RELATION TO LICENSED SOFTWARE
10.1 In addition to the rights granted to the Customer under Module 3 (Licensed Software):
(a) the rights granted to the Customer by the Contractor are permitted to be used by:
(i) the Authorised Users for their internal business purposes in accordance with this
Agreement and the Documentation (with such Authorised Users to be prohibited from
sublicensing the Licensed Software);
(ii) the Customers Personnel and permitted subcontractors of the Customer, but only to the
extent required by these persons to perform their responsibilities in connection with the
scope of authorised use under this Agreement, subject to ongoing compliance by such
persons with:
(A) the restrictions on use of the Licensed Software rights contained in Module 3; and
(B) the confidentiality obligations contained in clause 9.1 of Part 1 of the Agreement
(Standard Terms and Conditions) for the Customers Personnel; and
(iii) any IT Service Providers, but only to the extent required to perform their responsibilities in
connection with the provision of IT services to the Customer (including in relation to the
maintenance and configuration of the Licensed Software and/or the System, as applicable),
subject always to compliance with the terms and conditions of the Agreement; and
(b) the Customer is permitted to sublicense any rights granted under Module 3 to any Eligible
Customers (subject always to compliance with the terms and conditions of the Agreement),
provided that nothing in this clause 10.1(b) derogates or limits the obligations of the Contractor to
provide services (including for the benefit of the sublicensee) where so required under Module 5
(Software Support Services) or Module 17 (Maintenance and Support Services), as applicable.
11 INTEROPERABILITYI
11.1 The Contractor warrants that at all times during the Warranty Period each item of Licensed Software
supplied under the Contract is interoperable with, compatible with and functions with each other item of
Licensed Software supplied under the Contract.
12 PROVISION OF UTILITY TOOLS
12.1 The Contractor must deliver to the Customer all utility tools, object libraries and other devices required to
enable the Customer to operate and maintain the Licensed Software.
13 NO RESTRICTIONS IN RELATION TO HARDWARE
13.1 Notwithstanding anything contained in Module 3 (Licensed Software) relating to the use of the Licensed
Software on Designated Equipment, the Customer is entitled to use the Licensed Software on any
hardware that the Customer so chooses from time to time at no additional cost to the Customer.
13.2 Nothing in this clause 13 limits the effect of any provisions contained in Module 13 (Major Project System
Integration Services) relating to hardware sizing recommendations and associated warranty limitations.
13.3 For the avoidance of doubt, the Customer may at any time elect to migrate the Licensed Software to an
alternative hardware platform, and the Contractor shall provide the Licensed Software to the Customer in
the format required for the nominated hardware at no additional cost to the Customer.
14 NEW PRODUCTS
14.1 The terms of Module 3 (Licensed Software) are amended by the addition of the following clause 13:
13 NEW PRODUCTS
(a) If the Contractor, or any Related Company of the Contractor, intends to offer a software
product, other than a New Release, having functionality substantially the same as or
substantially similar to the functionality provided by the Licensed Software (New Product)
the Contractor must:
(i) notify the Contract Authority and the relevant Customer as soon as possible, and

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provide all information required by the Contract Authority or the relevant Customer in
relation to such product; and
(ii) if required by the Contract Authority and/or the relevant Customer, enter into a
variation agreement to amend the Agreement and any applicable Contracts in
respect of rights granted in relation to the New Product (Variation Agreements) no
later than the date the New Product is first made available to any customer of the
Contractor or any Related Company of the Contractor.
(b) The Contractor agrees that no additional software licence fees will be payable by the
Customer for the New Product under the Variation Agreements.
(c) The terms of any such Variation Agreements will be no less favourable than the terms
applicable under the Agreement and any applicable Contracts in relation to the Licensed
Software, unless otherwise agreed.
(d) The Parties will negotiate in good faith to agree on any other terms the customer wishes to
include in the Variation Agreements.
(e) If the Customer enters into a Variation Agreement with the Contractor, the Customer may
terminate the supply of Maintenance and Support Services under Module 5 or Module 17
(as applicable) on 90 days notice, and notwithstanding any provision of Part 1 of the
Agreement, will not be required to pay any termination fee or bear any of the Contractors
costs arising out of such termination.
(f) The obligations of the Contractor under this clause 13 are without prejudice to the
obligations of the Contractor to provide Software Support Services (as that term is defined
in Module 5 (Software Support Services)) or Maintenance and Support Services (as that
term is defined in Module 17 (Maintenance and Support Services)), as applicable, in
relation to the Licensed Software.

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PART D: ADDITIONAL TERMS APPLICABLE TO WHOLE OF GOVERNMENT PROCUREMENT

15 INTERPRETATION
places an Order for Whole of Government.
Benchmarker has the meaning given to it in clause 25.2.
Benchmarking Panel means:
(a) Ovum Pty Ltd;
(b) Gartner;
(c) Compass;
(d) TPI; and
(e) CFC,
and such other persons or entities as the Parties may agree in writing from time to time.
applicable):
CSDSP has the meaning given to it in clause 23.2.
(b) applicable to all of the Customers Orders under the Agreement; and
Enhancement Request has the meaning given to it in clause 23.1.
Lead Agency means an Eligible Customer appointed to carry out the role of lead agency pursuant to
clause 21.1 of this Module 18.
Materials has the meaning given to it in clause 9.2.2 of Part 1 of the Agreement (Standard Terms and
Conditions).
Outcome Milestone has the meaning given to it in clause 18.1.
Participants has the meaning given to it in clause 24.1.
Procurement Process has the meaning given to it in clause 26.1.
State Based Build has the meaning given to it in clause 20.1.
expressed in any order of importance or precedence), and which shall encompass (without limitation):
(a) culture change;

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and
Outcomes.
Outcomes.
17.1 The Customer is entering into the Contract to establish a contractual framework to facilitate the
achievement of the Contractor-Delivered Outcomes.
17.2 The Contractor undertakes to provide the Services and Deliverables to the Customer in such a manner as
to achieve the Contractor-Delivered Outcomes, which shall encompass (without limitation):
(a) process improvement;
(b) cost efficiency;
(c) information management effectiveness and reliability;
(d) competency development; and
(e) scalability and sustainability.
(a) A portion of the Fees payable in connection with Services and Deliverables will be allocated to
(b) The Customer will pay the applicable Fees, in full, for a Outcome Milestone that the Customer
determines has achieved the applicable Acceptance Criteria.
(c) The Customer may elect to pay the applicable Fees for a Outcome Milestone less a proportionate
reduction;

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19 RE-SUPPLY OF ALL OR PART OF ANY DELIVERABLES TO OTHER ELIGIBLE CUSTOMERS
19.1 Without limiting clause 10 of this Module 18, the Contractor authorises the Customer to re-supply all or
part of any Deliverables supplied by the Contractor under this Contract to any other Eligible Customers,
subject always to the relevant Eligible Customer complying with the obligations contained in this
Agreement.
20 STATE BASED BUILD
20.1 Where the Contractor is engaged by the Customer to provide Services in connection with the installation,
integration and/or support of the Licensed Software, the Contractor must:
(a) ensure that all Licensed Software is installed and configured in accordance with the Customers
state-wide baseline build relating to the configuration of the Licensed Software (State Based
Build);
(b) not do anything which has the effect of modifying or derogating from the State Based Build or
adversely impacting upon the operation or functionality of the Licensed Software in accordance
with the State Based Build requirements without the Customers prior consent in writing; and
(c) provide Maintenance and Support Services in accordance with Module 17 to support the State
Based Build, regardless of whether such State Based Build is created by the Contractor or by any
provider selected by the Customer.
20.2 Following the creation of a State Based Build by any Customer, the relevant State Based Build may be
made available to any other Eligible Customers at no additional cost to the Customer or the relevant
Eligible Customers, subject to the Eligible Customers purchasing the associated Licensed Software.
21 LEAD AGENCY AND CENTRE OF EXCELLENCE
21.1 The Contractor acknowledges that the Contract Authority may from time to time appoint an alternative
Eligible Customer to act as the Lead Agency for a Customer for the purposes of:
(a) managing the ongoing internal operations of the Customer and any other designated Eligible
Customers in relation to the Deliverables (including, where applicable, service support, service
desk, incident management, problem management, configuration management, change
management, release management, service delivery, service level management, capacity
management, IT service continuity management, availability management, ICT infrastructure
management, ICT operations management and ICT technical support);
(b) managing all communications with the Contractor and providing all directions to the Contractor (for
and on behalf of the Customer) in relation to the matters referred to in clause 21.1(a); and
(c) operating a centre of excellence (in accordance with the terms of clause 21.2 of this Module 18),
for the benefit of the Customer, provided that:
(d) the responsibilities of any such Lead Agency are limited to operational and training matters only (of
the kind referred to in clause 21.1(a)); and
(e) nothing in this clause 21 authorises a Lead Agency to act on behalf of the Customer in authorising
or approving any Contract Variation (which must be executed by the Customer and the Contractor
in accordance with the terms of clause 17.2 of Part 1 of the Agreement (Standard Terms and
Conditions)).
21.2 Where a Lead Agency is appointed pursuant to clause 21.1, the Contractor undertakes to provide
Materials, support and assistance to that Lead Agency as reasonably required to support the Lead
Agency in the establishment of a Centre of Excellence for the benefit of all Eligible Customers, including
without limitation:
(a) specialized training;
(b) product update information; and
(c) product support services,
for the purposes of enabling the Lead Agency to:
(d) host and manage the operation and maintenance of the Licensed Software;
(e) provide configuration and support services to Customers in relation to the Licensed Software;
(f) integrate the Licensed Software with:

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(i) smartbuy (or such other system nominated by the NSW Department of Commerce from
time to time);
(ii) the TOES reporting tool or such other reporting tools as may be required from time to time
by the NSW Treasury Department;
(iii) the Workforce reporting tools or such other reporting tools as may be required from time to
time by the NSW Premiers Department; and
(iv) such other statewide initiatives as may be established from time to time,
as more specifically described in the Customers Standard Order Requirements Folder and/or the
Order; and
(g) ensure that the Customer derives ongoing benefits from the Deliverables and the System,
and to grant licenses in respect of the foregoing in accordance with clause 21.3 of this Module 18.
21.3 All Materials and Deliverables provided to a Lead Agency pursuant to this Module 18 (including pursuant
to this clause 21) are deemed to be licensed to the relevant Customer pursuant to clause 9.2 of Part 1 of
the Agreement (Standard Terms and Conditions) for use by that Lead Agency (for and on behalf of the
relevant Customer) for the purposes contemplated under this Module 18, at no additional cost to the
Customer.
22 COMMUNICATION PROTOCOLS AND CONDUCT GUIDELINES
22.1 Consistent with clause 2.6 of Part 1 of the Agreement (Standard Terms and Conditions), which requires
the Contractor to supply Deliverables on a whole of Government basis to the Customer and to all other
Eligible Customers electing to procure Deliverables under the Agreement:
(a) where a Lead Agency is appointed for a Customer, the Contractor must ensure that all
communications relating to day-to-day operational matters are directed to that Lead Agency (and
ensure that its Personnel and subcontractors comply with the same); and
(b) the Contractor must ensure that all communications relating to management of the Contract are
directed to the NSW Department of Commerce (acting in its capacity as the authorised
representative of the Contract Authority and the Customer) in accordance with clause 2.6 of Part 1
of the Agreement (Standard Terms and Conditions).
23 FUNCTIONAL ENHANCEMENTS AND ESCALATION PROCEDURES WITH CONTRACTOR
23.1 The Customer and the Contract Authority wish to provide input into the development of the Contractors
software products supplied under the Agreement, whether through requests for enhancement or otherwise
(Enhancement Requests), such term to include change or enhancement functionality.
23.2 The Contractor must consider and act upon any Enhancement Requests relating to the Contractors
software products received from the Customer and/or the Contract Authority (including any Enhancement
Requests notified by a Lead Agency for and on behalf of the Customer and/or the Contract Authority) on
the following terms:
(a) any Enhancement Request will be submitted by the Contractor to its head office (or wherever such
expertise is located) for consideration for inclusion in the Contractors software development
strategic plan or its replacement (CSDSP) or any planned major version release; and
(b) an Enhancement Request may be communicated to the Contractor through a variety of means
including use of the forum as specified in clause 24.
23.3 The Contractor will, in accordance with the process set out in clause 23.2, consider and act upon any
Enhancement Request received at any time for so long as the Customer or Contract Authority acquires
Support Services from the Contractor.
23.4 The Contractor will provide Enhancement Request status reports to the Customer and/or the Contract
Authority (as applicable) through the Contractors on-line tracking tool. The Customer and the Contract
Authority will have real time access to the status of all Enhancement Requests. The Contractor will
provide education in the use of the on-line tracking tool through regular account management contact and
additionally will run workshops (online or classroom based, at the Customers request) to train Customers
and the Contract Authority on the use of the on-line tracking tool.
24 CONTRACTOR-CUSTOMER FORUM
24.1 The Contractor must establish a vendor-customer forum for strategic guidance of the Licensed Software
and related services. To fulfill this role, representatives from each of the Contractors customers in the
Asia-Pacific region (including representatives of the Contract Authority and the Customer) (collectively,
the Participants) will be invited to join representatives from the Contractor at the forum to achieve the
following objectives:
(a) Key Issue Forum early discussion of key industry issues that may impact requirements /

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opportunities for the Licensed Software. The Participants will be encouraged to present discussion
issues for inclusion on the forum agenda and lead the discussion on the submitted issue during the
forum. At the close of discussion, the Participants will vote to:
(i) close the issue;
(ii) table outstanding issues for discussion at a later forum; or
(iii) request the Contractors head office to consider any issues submitted to it (including, if
appropriate, to develop a strategic assessment of those issues), and provide feedback to
the Participants at regular intervals.
(b) Strategic Planning Input The Contractor will present the CSDSP or its replacement at each
forum. This presentation will define the key features and target timing of Licensed Software
releases for a 6 to 12 month horizon. The Participants will provide feedback on the CSDSP and
may submit proposals for strategic initiatives to be included in the CSDSP. The Contractor will
request the Contractors head office to consider any proposals submitted to it (including, if
appropriate, to develop a strategic assessment of those proposals), and provide feedback to the
Participants at regular intervals.
(c) Service Guidance The Contractor will provide the Participants with a summary review of
Licensed Software support services product support, maintenance, enhancement and hosting
operations. The Participants, as representatives of the Licensed Software customer base, will
provide feedback on the effectiveness of these support services.
24.2 The Contractor will provide reports to the Participants via the Contractors on-line tracking tool in relation
to the status of all outstanding issues under clause 24.1. The Participants will have real time access to the
status of any outstanding issues. The Contractor will provide training to the Customer in the use of the
online tracking tool in accordance with Module 16 (Knowledge Transfer Services).
24.3 Schedule and Location
Forums will be held twice yearly at a date and time agreed by the Participants. The Contractor will arrange
the location and required facilities at a suitable location agreed with the Participants.
24.4 Meeting Agenda and Advance Material
For all forums, the Customer representative will provide an advance meeting agenda and meeting pre-
read material a minimum of one week, or as soon as practicable, prior to the scheduled meeting date.
The Participants wishing to place an item on the meeting agenda, and/or provide advance material for the
meeting, must submit such requests/material to the Customer nominated representative a minimum of
one week prior to the scheduled meeting date.
24.5 Travel and accommodation
[To be discussed Contractor to nominate proposed package]
25 BENCHMARKING OF SERVICES
25.1 The Contract Authority may undertake benchmarking of Deliverables no more than twice annually, for the
purposes and scope specified below to compare:
(a) the Prices the Customer is paying to the Contractor for the Deliverables; and
(b) the quality and standard of performance of the Deliverables (as reflected in, among other things,
the Service Levels),
against prices being paid by, and the quality and standard of performance of services being provided to,
the Customers peer organisations for the same or similar services at similar volumes, functionality and in
similar geographic regions.
25.2 The Contract Authority may at its own cost engage an independent consultant to undertake the
benchmarking (Benchmarker). The Benchmarker will be selected from the Benchmarking Panel. The
Parties agree that the Contract Authority may disclose to the Benchmarker any provisions of this Module
18 and the Agreement relevant to the Deliverables, and that the Benchmarker will be required to comply
with each of the Parties reasonable confidentiality and security requirements.
25.3 The Parties must give the Benchmarker:
(a) access to any premises, equipment, personnel, records or documents; and
(b) any assistance,
reasonably required by the Benchmarker to conduct the benchmarking exercise. Without limiting the
foregoing, the Contractor must provide the Benchmarker with reasonable access to its price, staffing and
configuration information on request, but may require this to be in confidence. The Contractor is under no
obligation to disclose information dealing with customer-specific internal costs, profit margins or
confidential customer information if that information identifies a particular customer, but must provide the

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required information to the Benchmarker in a way that does not identify the customer.
25.4 Each Party will bear its own internal costs of complying with its obligations under this clause 25.
25.5 A benchmarking exercise will be based on average data for broadly equivalent services in Australia for the
immediately preceding 12 month period. The Contract Authority must instruct the Benchmarker to
benchmark the Deliverables on the basis of the following measures:
(a) the Prices paid by the Customer for the Deliverables; and
(b) the quality of performance of the Deliverables, including Service Levels;
taking into account the volume, geographic service coverage, service levels and quality of comparable
services.
25.6 The Contract Authority will use its reasonable endeavours to ensure that the Contractor has an
opportunity to provide input into the benchmarking exercise and to comment on a draft of the
Benchmarkers benchmarking report before it is issued in final form.
25.7 Where the Benchmarker finds that the Prices charged by the Contractor for any Deliverables are higher
than those identified in the benchmarking report the Contractor must adjust the Prices to match the
benchmark with effect from two months following the date of commencement of the benchmarking
exercise.
25.8 If the Contractor fails to implement the results of any benchmarking exercise as required and identified in
clause 25.7 of this Module 18, this will comprise a Substantial Breach of the Agreement and the Contract
Authority may:
(a) terminate the Agreement, in whole or in part, on at least 30 days notice, without having to pay any
compensation to the Contractor, subject to:
(i) the obligations of the Customer in relation to fees due and payable under the Agreement in
respect of Deliverables provided up until the date of termination; and
(ii) the Parties obligations in relation to any Transition-out Services, as that term is defined in
Module 13 (Major Project Systems Integration Services)); and
(b) cease to acquire the whole or any specified part of the Deliverables affected by the benchmarking
exercise, and in such case the Customer will have no obligation to pay any fees in respect of those
Deliverables with effect from the date of termination.
26 INFORMATION REQUIRED FOR THE CONDUCT OF OTHER TENDERS
26.1 The Customer may request the Contractor to provide all or any of the following information, records or
other documentation (in electronic format where so requested) upon 30 days written notice, for the
purpose of enabling the Customer to prepare tender documents or conduct any procurement process for
the provision of any services analogous to the Services (Procurement Process):
(a) performance histories;
(b) information concerning the Services, the Transition-out Services (as that term is defined in Module
13) and the extent of the Contractors compliance with the Service Levels, including performance
metrics and associated data;
(c) such other information reasonably contained in tender documentation relating to the delivery of
such services at the relevant time excluding pricing information; and
(d) such other information that the Customer reasonably requests, provided that nothing in this
clause 26 entitles the Customer to incorporate commercially sensitive information (including pricing
information).
26.2 The Contractor must co-operate and assist the Customer where reasonably requested, and must not
interfere to the Customers detriment, in relation to the conduct of any Procurement Process (including
any preparatory work required to conduct any Procurement Process).

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