Schedule 2

Standard Terms and Conditions—Services

1.1 Start Date: This Contract starts on the Start Date. Services must not be delivered before the Start Date.

1.2 End Date: This Contract ends on the End Date.

1.3 Renewal:

a. The Buyer may extend the End Date the number of times, and for the additional period (Additional Period), set out in Schedule 1 by giving the Supplier Notice at least 20 Business Days before the then current End Date (Extension Notice).

b. If the Buyer gives an Extension Notice, the Contract will be renewed for the Additional Period on the same terms, unless the Parties agree otherwise in a Variation.

2.1 Both Parties’ obligations: Both Parties agree to:

a. act in good faith and honestly in their dealings with each other

b. discuss matters affecting this Contract or the delivery of the Services, whenever necessary

c. notify each other promptly of any actual or anticipated issues that could:

• significantly impact on the Services or the Charges, and/or

• receive media attention, and

d. comply with all applicable laws and regulations.

2.2 Buyer’s obligations: The Buyer must:

a. provide the Supplier with any information and/or access to Buyer Personnel the Supplier has reasonably requested to enable the delivery of the Services

b. make decisions and give approvals reasonably required by the Supplier to enable delivery of the Services, within reasonable timeframes, and

c. pay the Supplier the Charges for the Services in accordance with this Contract.

2.3 Supplier’s obligations: The Supplier must:

a. deliver the Services:

• on time (including meeting all Milestones on time), except where delay is

caused by the Buyer, and to the required performance standards and quality set out in Schedule 1 or reasonably notified by the Buyer to the Supplier from time to time, and

• with due care, skill and diligence, and to the appropriate professional standard or in accordance with good industry practice as would be expected from a

leading supplier in the relevant industry

b. ensure that its Personnel have the necessary skills, experience, training and resources to deliver the Services, and

c. provide all equipment and resources necessary to deliver the Services.

2.4 Codes of Conduct: The Supplier and all Subcontractors must comply with theSupplier Code of Conductissued by the Procurement System Leader (see

www.procurement.govt.nz) and any other relevant codes of conduct listed in Schedule 1.

2.5 Approved Personnel: Where Approved Personnel have been agreed in Schedule 1, the Supplier must:

a. use those Approved Personnel in delivering the Services, and

b. obtain the Buyer's prior written approval if it wishes to change any Approved Personnel.

2.6 Premises: If the Supplier is at the Buyer’s premises, the Supplier must observe the Buyer's policies and procedures, including those relating to health and safety, and security

requirements, as provided to the Supplier.

2.7 Health, Safety and Security: The Supplier must:

a. consult, cooperate and coordinate with the Buyer regarding the Parties’ overlapping obligations under, and what is required from the Supplier to assist the Buyer to

comply with the HSW Act as it relates to, or affects, the Contract

b. comply, and ensure that its Personnel comply, with their obligations under the HSW Act as it relates to, or affects, the Contract

c. comply with all reasonable directions of the Buyer relating to health, safety, and security, and

d. report any of the following that applies to the Supplier or the Buyer, or relates to or affects the Contract:

• notifiable injury, illness, incident or event, or any notice issued under the HSW Act or any other health and safety legislation, and

• Protective Security Incident.

2.8 Employment standards: The Supplier must:

a. comply with its obligations under the Employment Relations Act 2000, the Minimum Wage Act 1983, the Wages Protection Act 1983, the Holidays Act 2003 and the

Parental Leave and Employment Protection Act 1987, and

b. report any instances where the Supplier is being investigated by the Labour

Inspectorate, or where the Supplier has been found by the Labour Inspectorate,

Employment Relations Authority, or the Employment Court to have breached any of the legislation referenced in clause 2.8.a.

2.9 Respect: The Supplier must deliver the Services in a manner that:

a. is culturally appropriate for Māori, Pacific and other ethnic or indigenous groups, and

b. respects the personal privacy and dignity of all individuals.

3.1 Maximum amount: The Charges are the total maximum amount payable by the Buyer to the Supplier for delivery of the Services. Charges include Fees and, where agreed,

Expenses and Daily Allowances.

3.2 Invoice: The Supplier must provide invoices that include taxable supply information as defined in the Goods and Services Tax Act 1985 for all Charges on the dates or at the

times specified in Schedule 1. The Buyer has no obligation to pay the Charges set out in an invoice that does not comply with this clause3.2. The invoice must:

a. clearly show all GST due, if any

b. be in New Zealand currency or the currency stated in Schedule 1

c. contain the Supplier's name, address, NZBN and GST number, if the Supplier is registered for GST

d. contain the Buyer’s name and address and be marked for the attention of the Buyer's Contract Manager or such other person stated in Schedule 1

e. state the date the invoice was issued

f. name this Contract and provide a description of the Services supplied, including the amount of time spent in the delivery of the Services if the Charges are based on an Hourly Fee Rate or Daily Fee Rate

g. contain the Buyer's contract reference or purchase order number if there is one

h. state the Charges due, calculated correctly, and

i. be supported by GST receipts if Expenses are claimed, and any other verifying documentation reasonably requested by the Buyer.

3.3 Payment: Subject to clauses 3.4 and 11.4(e), the Buyer will use its best endeavours to pay an invoice that complies with clause3.2within 10 Business Days of receiving the invoice. If the Buyer can’t meet this 10 Business Day timeframe, the Buyer will pay that invoice by:

a. the 20th calendar day of the month, if the invoice is received on or before the 5th Business Day of the month, or

b. the 20th calendar day of the following month, if the invoice is received after the 5th Business Day of the month.

3.4 Dispute: The Buyer must notify the Supplier within 10 Business Days of the date of receipt of an invoice if the Buyer disputes any part of that invoice, and the Buyer:

a. must pay the portion of the invoice that is not in dispute (and the Supplier will

provide a further invoice for the undisputed amount if required that complies with clause3.2), and

b. may withhold payment of the disputed portion until the dispute is resolved.

4.1 Contract Manager: The persons named in Schedule 1 as the Contract Managers will manage the Contract, including:

a. managing the relationship between the Parties

b. overseeing the effective implementation of this Contract, and

c. acting as a first point of contact for any issues that arise.

4.2 Changing the Contract Manager: A Party may change its Contract Manager by telling the other Party, in writing, the name and contact details of the replacement.

5.1 Information and Records: The Supplier must:

a. keep and maintain Records in accordance with prudent business practice and all applicable laws

b. make sure the Records clearly identify all relevant time and Expenses incurred in providing the Services

c. make sure the Records are kept safe and are easy to access

d. give information to the Buyer relating to the Services and the Supplier’s

performance of its obligations under this Contract that the Buyer reasonably

requests, in a format that is usable by the Buyer, and within a reasonable time of the request

e. co-operate with the Buyer to provide information promptly if the information is

required by the Buyer to comply with an enquiry or its statutory, parliamentary, or other reporting obligations

f. make its Records available to the Buyer during the term of the Contract and for 7 years after the End Date (unless already provided to the Buyer earlier), and

g. make sure that Records provided by, or created for, the Buyer are securely managed and destroyed on their disposal.

5.2 Reports: The Supplier must give the Buyer the reports stated in Schedule 1, by the due dates stated in Schedule 1.

6.1 Independent contractor: Nothing in this Contract constitutes a legal relationship between the Parties of partnership, joint venture, agency, or employment.

6.2 No representing: Neither Party has authority to bind or represent the other Party in any way.

6.3 Transfer of rights or obligations: The Supplier must not transfer any of its rights or

obligations under this Contract without the Buyer’s prior written approval. The Buyer will not unreasonably withhold its approval.

7.1 Subcontracting: The Supplier must not enter into a contract with someone else to deliver any part of the Services without the Buyer's prior written approval.

7.2 Supplier responsibilities: The Supplier:

a. must ensure that each Subcontractor is suitable and has the capability and capacity to deliver that aspect of the Services being subcontracted

b. must notify the Buyer if it becomes aware that any of its Subcontractors have any Conflicts of Interest and ensure that such Conflicts of Interest are appropriately

managed

c. must ensure that:

• each Subcontractor is fully aware of the Supplier's obligations under this Contract, and

• any subcontract it enters into is on terms that are consistent with this Contract

d. is responsible for delivering the Services under this Contract even if aspects of the

Services are subcontracted

e. is responsible for the acts and omission of any Subcontractor as if they were the acts and omissions of the Supplier, and

f. must pay each of its Subcontractors promptly and offer its Subcontractors no less favourable payment terms than that which it receives from the Buyer.

8.1 Risks must be adequately covered: The Supplier is responsible for ensuring its risks of

doing business are adequately covered, whether by insurance or otherwise. If required in Schedule 1, the Supplier must:

a. hold the insurance, with a reputable insurer, as specified in Schedule 1, and maintain that insurance cover for the term of this Contract and for a period of 3 years after

the End Date, and

b. provide a certificate confirming the nature of the insurance cover and proving that each policy is current within 10 Business Days of any request from the Buyer.

9.1 Avoiding conflicts of interest: The Supplier:

a. warrants that as at the Start Date, all Conflicts of Interest that a Supplier and its Subcontractors have in providing the Services or entering into this Contract have been declared to the Buyer in Schedule 1, and

b. must do its best to avoid situations that may lead to a Conflict of Interest arising.

9.2 Obligation to tell the Buyer: The Supplier must tell the Buyer promptly, in writing, if any Conflict of Interest arises in relation to the Services or this Contract (including in relation to its Subcontractors). If a Conflict of Interest does arise the Parties must discuss, agree and record in writing whether it can be managed and, if so, how it will be managed. Each Party must pay its own costs in relation to managing a Conflict of Interest.

10.1 Negotiation: The Parties agree to use their best endeavours to resolve any dispute that

may arise under this Contract. The following process will apply to disputes:

a. a Party will notify the other if it considers a matter is in dispute

b. the Contract Managers will attempt to resolve the dispute through negotiation

c. if the Contract Managers have not resolved the dispute within 10 Business Days of notification, they will refer it to the Parties' senior managers for resolution, and

d. if the senior managers have not resolved the dispute within 10 Business Days of it

being referred to them, the Parties shall refer the dispute to mediation or, if agreed by the parties, some other form of alternative dispute resolution.

10.2 Mediation: If a dispute is referred to mediation, the mediation will be conducted:

a. by a single mediator agreed by the Parties or if they cannot agree, appointed by the Resolution Institute

b. on the terms of the Resolution Institute Mediation Rules, and

c. at a fee to be agreed by the Parties or if they cannot agree, at a fee determined by the Resolution Institute.

10.3 Costs: Each Party will pay its own costs of mediation or alternative dispute resolution under this clause10.

10.4 Effect of dispute: If there is a dispute, each Party will continue to perform its obligations under this Contract as far as practical given the nature of the dispute.

10.5 Taking court action: Each Party agrees not to start any court action in relation to a

dispute until it has complied with the process described in clause10.1, unless that Party requires urgent relief from a court.

11.1 Supplier’s request to terminate: At any time during the term of this Contract the Supplier may notify the Buyer that it wishes to terminate this Contact. The Buyer will, within 20

Business Days following receipt of the Supplier s Notice, notify the Supplier whether, in its absolute discretion, it consents to the Supplier s Notice of termination. If the Buyer:

a. consents, the Contract will be terminated on a date that is mutually agreed between the Parties, or

b. does not consent, the Contract will continue in full force as if the Supplier s Notice requesting termination had not been given.

11.2 Buyer’s termination for convenience:

a. The Buyer may terminate this Contract at any time by giving not less than 20 Business Days Notice to the Supplier.

b. If the Buyer terminates the Contract under this clause then, subject to all other

clauses of this Contract, the Buyer will pay the Supplier for all Services performed up to the End Date.

11.3 Buyer’s termination for cause: The Buyer may terminate this Contract immediately, by giving Notice, if the Supplier:

a. becomes bankrupt or insolvent

b. has an administrator, receiver, liquidator, statutory manager, mortgagee's or chargee's agent appointed

c. becomes subject to any form of external administration

d. ceases for any reason to continue in business

e. does something or fails to do something that, in the Buyer's opinion, results in

damage to the Buyer's reputation or business or the reputation or business of the Crown

f. has a Conflict of Interest that in the Buyer's opinion is so material as to impact

adversely on the delivery of the Services, the Buyer or the Crown, or fails to declare such a Conflict of Interest

g. breaches the Supplier Code of Conduct or any other relevant codes of conduct listed in Schedule 1, such that the Buyer considers it no longer has trust and confidence in the Supplier, or

h. provides information to the Buyer that is misleading or inaccurate in any material respect.

11.4 Termination for breach:

a. If a Party breaches this Contract (defaulting Party), the non-defaulting Party may give a default Notice to the defaulting Party.

b. A default Notice must state:

• the nature of the breach, and

• the time and date by which it must be remedied.

c. The period allowed to remedy the breach must be reasonable given the nature of the breach.

d. The non-defaulting Party may terminate this Contract immediately by giving a

further Notice to the defaulting Party if the defaulting Party does not remedy the breach as required by the default Notice.

e. If the Buyer gives a default Notice to the Supplier, the Buyer may also:

• withhold any payment of Charges due until the breach is remedied as required by the default Notice, and/or

• if the breach is not remedied as required by the default Notice, deduct a

reasonable amount from any Charges due to reflect the reduced value of the Services to the Buyer.

11.5 Supplier’s obligations:

a. On giving or receiving a Notice of termination, the Supplier must:

• comply with any conditions contained in the Notice, and

• immediately do everything reasonably possible to reduce its losses, costs and expenses arising from the termination of this Contract.

b. On termination or expiry of this Contract, the Supplier must, if requested by the Buyer, promptly return or securely destroy all Confidential Information and other material or property belonging to the Buyer.

11.6 Accrued rights: The termination or expiry of this Contract does not affect any rights of a Party which:

a. arose prior to the End Date, or

b. relate to any breach of this Contract that arose prior to the End Date.

11.7 Buyer’s rights: Subject to clause 11.2(b), if this Contract is terminated the Buyer:

a. will only be liable to pay Charges that were due for Services delivered before the effective date of termination, and

b. may recover from the Supplier or set off against sums due to the Supplier, any

Charges paid in advance for Services or Deliverables that have not been provided.

11.8 Handing over the Services:

a. The Supplier will provide all reasonable assistance and cooperation necessary to

facilitate a smooth handover of the Services to the Buyer or any person appointed by the Buyer during the term of this Contract and for a period of 10 Business Days after the End Date.

b. If required by the Buyer, the Supplier will provide additional assistance to support

any replacement supplier to deliver the Services, for a period of up to 3 months from the End Date at a reasonable fee to be agreed between the Parties, based on the

Charges.

12.1 Ownership of Intellectual Property Rights:

a. Pre-existing Intellectual Property Rights remain the property of their owner.

b. New Intellectual Property Rights in the Deliverables become the property of the

Buyer when they are created, and the Supplier agrees to do all things necessary to give effect to this clause 12.1(b).

c. New Intellectual Property Rights that are not in the Deliverables will become the property of the Party that created them.

d. The Supplier grants to the Buyer (as the Crown) a perpetual, non-exclusive,

worldwide, transferable, sub-licensable and royalty-free licence to use, for any

purpose, all Intellectual Property Rights in the Deliverables that are not owned by the Buyer to:

• receive the full benefit of the Services and Deliverables, and

• use, copy, modify and distribute the Deliverables.

12.2 Supplier warranties: The Supplier warrants that:

a. it is legally entitled to grant the licence in clause12.1(d), and

b. the Crown’s use of anything provided by the Supplier and incorporated in the

Services and Deliverables, for the purposes communicated to, or that are or ought to be known by, the Supplier, will not infringe the rights, including Intellectual Property Rights, of any third party.

The Supplier’s liability for breach of the warranties in this clause is not subject to any limitation or cap on liability that may be stated elsewhere in this Contract.

13.1 Protection of Confidential Information: Each Party agrees to not use or disclose the other Party's Confidential Information to any person or organisation other than:

a. to the extent that use or disclosure is necessary for the purposes of providing the Deliverables or Services or, in the case of the Buyer, using the Deliverables or

Services

b. if the other Party gives prior written approval to the use or disclosure

c. if the use or disclosure is required by law (including under the Official Information Act 1982), Ministers, parliamentary convention or any other regulation, rules or

policy that is binding on that Party, or

d. if the information has already become public, other than through a breach of the obligation of confidentiality by one of the Parties.

13.2 Obligation to inform staff: Each Party will ensure that its Personnel:

a. are aware of the confidentiality obligations in this Contract, and

b. do not use or disclose any of the other Party's Confidential Information except as allowed by this Contract.

13.3 Security: Each Party will:

a. put in place and maintain adequate security measures to safeguard the other Party's Confidential Information from unauthorised access or use by third parties

b. notify the other Party if it becomes aware of any suspected or actual unauthorized use, copying or disclosure of the other Party’s Confidential Information, and

c. comply with any reasonable direction of the other Party in relation to any suspected or actual breach of the obligations in this clause 13 as the other Party reasonably

requests.

14.1 Protection of Personal Information: Where the Supplier has access to Personal

Information under or in connection with this Contract, the Supplier must:

a. only use, access, store, process or transmit that Personal Information to the extent necessary to provide the Deliverables or Services,

b. ensure that the Personal Information is protected against loss, access, use, modification, or disclosure that is not authorised by the Buyer,

c. provide all information and assistance reasonably required by the Buyer to comply with its obligations under the Privacy Act in relation to this Contract, and

d. comply with the Privacy Act and not do anything under this Contract that would cause the Buyer to breach the Privacy Act.

14.2 Privacy Breaches: If the Supplier becomes aware of any Privacy Breach in relation to this

Contract it will notify the Buyer as soon as possible and take all reasonable steps:

a. to identify the person or persons affected,

b. required by the Buyer to undertake its own investigation,

c. stop, and/or mitigate the impact of, any Privacy Breach and prevent its reoccurrence, and

d. the Supplier shall not notify any person of the Privacy Breach without the Buyer's prior written approval.

14.3 Application to Confidential Information: The obligations under this clause14are not limited by and do not limit either Party's other obligations as regards the protection or security of Confidential Information set out in clause 13, provided that any disclosure of Confidential Information under clause 13.1 shall be subject to this clause14.

15.1 Requirements: All Notices must be:

a. in writing and delivered by hand or sent by post, courier or email to the recipient Party's address for Notices stated in Schedule 1, and

b. signed, or in the case of email sent, by the appropriate manager or person having authority to do so.

15.2 Receipt of Notices: A Notice will be considered to be received:

a. if delivered by hand or sent by courier, on the date it is delivered

b. if sent by post within New Zealand, on the 5th Business Day after the date it was sent

c. if sent by post internationally, on the 9th Business Day after the date it was sent, or

d. if sent by email, at the time the email enters the recipient's information system and it is not returned undelivered or as an error,

but a Notice received after 5pm on a Business Day or on a day that is not a Business Day will be considered to be received on the next Business Day.

16.1 No liability: Neither Party will be liable to the other for any failure to perform its

obligations under this Contract to the extent the failure is due to an Extraordinary Event.

16.2 Obligations of affected Party: A Party who wishes to claim suspension of its obligations

due to an Extraordinary Event must notify the other Party as soon as reasonably possible. The Notice must state:

a. the nature of the circumstances giving rise to the Extraordinary Event

b. the extent of that Party's inability to perform under this Contract

c. the likely duration of that non-performance, and

d. what steps are being taken to minimise the impact of the Extraordinary Event on the performance of this Contract.

16.3 Termination: If a Party is unable to perform any obligations under this Contract for 20

Business Days or more due to an Extraordinary Event, the other Party may terminate this Contract immediately by giving Notice.

17.1 Variations: A Variation must be agreed by both Parties and recorded:

a. in writing and signed by both Parties, or

b. through an exchange of emails,

where the signatories or authors have delegated authority to approve the Variation.

17.2 Entire contract: This Contract, including any Variation, records everything agreed

between the Parties relating to the Services. It replaces any previous communications, negotiations, arrangements or agreements that the Parties had with each other relating to the Services before this Contract was signed, whether they were oral or in writing.

17.3 Waiver: If a Party does not immediately enforce its rights under this Contract that:

a. does not mean that the other Party is released or excused from any obligation to perform at the time or in the future, and

b. does not prevent that Party from exercising its rights at a later time.

17.4 New Zealand law, currency and time: This Contract will be governed and interpreted in accordance with the laws of New Zealand. All money is in New Zealand dollars, unless

Schedule 1 specifies a different currency. Dates and times are New Zealand time.

17.5 Publication: The Supplier must obtain the Buyer's prior written approval before making

reference to the Buyer or this Contract in its publications, public statements, promotional material or promotional activities.

17.6 No derogatory remarks: Each Party undertakes not to publicly make objectionable or derogatory comments about the Services, this Contract, the other Party or any of the other Party’s Personnel, and to ensure that its Personnel do not do so.

17.7 Signing the Contract: The date of execution is the date this Contract has been signed by both parties. This Contract is properly signed if each Party signs the same copy, or

separate identical copies, including electronic copies, of the Contract Details section.

17.8 No poaching: During the term of this Contract and for a period of 6 months after the End Date neither Party shall, without the other’s written consent, deliberately seek to employ or hire any person who is or has been employed by the other and involved in the delivery of the Services. This does not apply where a person has responded to a legitimate

advertisement.

17.9 Clauses that remain in force: The clauses that by their nature should remain in force on

expiry or termination of this Contract do so, including clauses5(Information

management),8(Insurance),10(Resolving disputes),11(Ending this Contract),12

(Intellectual Property Rights),13(Confidential Information),15(Notices),17(General) and

18(Definitions).

17.10 Precedence: If there is any conflict or difference between the documents forming this Contract (as stated in the Contract Details section) then the order of precedence is:

1. a Variation

2. Schedule 1

3. any Attachment to Schedule 1, and

4. Schedule 2.

When used in this Contract the following terms have the meaning beside them:

Attachment Any supplementary document named in Schedule 1 as an Attachment to this Contract.

Approved Personnel A person who is engaged by the Supplier to deliver the Services and is named in Schedule 1.

Business Day A day when most businesses are open for business in New Zealand. It excludes Saturday, Sunday, and public holidays. A Business Day starts at 8.30am and ends at 5pm.

Buyer The Buyer is the Crown, also described as the Sovereign in right of New Zealand who acts by and through the government agency named as the Buyer in the Contract Details section.

Charges The total amount payable by the Buyer to the Supplier as stated in Schedule 1, including Fees and any Expenses and Daily Allowances.

Confidential Information Information, including data and personal information, that:

• is by its nature confidential

• is marked by either Party as 'confidential', 'in confidence', 'restricted' or 'commercial in confidence'

• is provided by either Party or a third party 'in confidence', or

• either Party knows or ought to know is confidential.

Conflict of Interest A Conflict of Interest arises if a Party or its Personnel's personal or business interests or obligations do or could conflict or be perceived to conflict with its obligations under this Contract, such that the Party’s or its Personnel’s independence, objectivity or impartiality can be called into question. A

Conflict of Interest may be:

• actual: where the conflict currently exists

• potential: where the conflict is about to happen or could happen, or

• perceived: where other people may reasonably think that a person is compromised.

Contract The legal agreement between the Buyer and the Supplier that comprises the Contract Details section, Schedule 1, this Schedule 2 and any other Schedule, and any Variation and Attachment.

Contract Manager The person named in Schedule 1 as the Contract Manager.

Crown The Sovereign in right of New Zealand and includes a Minister and a government department but

does not include a Crown entity, or a State enterprise named in Schedule 1 of the State-Owned Enterprises Act 1986.

Daily Allowance An allowance to cover accommodation, meals and incidentals for the Supplier's Personnel if they are required in order to deliver the Services or to travel overnight away from their normal place of business, as agreed in Schedule 1.

Daily Fee Rate A fee payable for each day spent in the delivery of Services. A day is a minimum of 8 working hours.

Deliverables An output resulting from the delivery of the Services as stated in Schedule 1. A Deliverable may be a document, a piece of equipment, goods or information or data stored by any means.

End Date The earlier of the date this Contract is due to end as stated in Schedule 1, as extended under clause 1.3, and the date of termination as set out in a Notice of termination, or any other date agreed between the Parties as the date that the Contract is to end.

Expenses Any actual and reasonable out-of-pocket costs incurred by the Supplier in the delivery of the Services and agreed to in Schedule 1.

Extraordinary Event An event that is beyond the reasonable control of the Party immediately affected by

the event (including where the Buyer has failed to make due payment because of an event beyond its

reasonable control). An Extraordinary Event does not include any risk or event that the Party claiming could have prevented or overcome by taking reasonable care.

Fees The amount payable to the Supplier for the time spent in delivery of the Services calculated on the basis stated in Schedule 1, excluding any Expenses and Daily Allowances.

GST The goods and services tax imposed in accordance with the New Zealand Goods and Services Tax Act 1985.

HSW Act means the Health and Safety at Work Act 2015.

Hourly Fee Rate A Fee payable for each hour spent delivering the Services.

Intellectual Property Rights All industrial and intellectual property rights whether conferred by statute, at common law or in equity, including, but not limited to copyright, trademarks, designs and patents.

Milestone A phase or stage in the delivery of Services resulting in a measurable output. Payment of Fees is usually due on the satisfactory delivery of a Milestone.

New Intellectual Property Rights Intellectual Property Rights developed under this Contract or in the performance of the Services.

Notice A communication from one Party to the other that meets the requirements of clause14. Party The Buyer or the Supplier, and together they are the Parties.

Personal Information has the meaning given to that term in the Privacy Act.

Personnel All individuals engaged by either Party in relation to this Contract or the delivery of Services. Examples include: the owner of the business, its directors, employees, Subcontractors, agents, external consultants and co-opted or seconded staff.

Pre-existing Intellectual Property Rights Intellectual Property Rights developed before the date of, or independently from, this Contract.

Privacy Act means the Privacy Act 2020 and includes any codes or regulations issued under that Act.

Privacy Breach means any:

• unauthorised or accidental access to or use of, or disclosure, alteration, loss, or destruction of any Personal Information; and

• any action that prevents any Buyer from accessing Personal Information on either a temporary or

permanent basis, whether or not:

• caused by a person inside or outside of the Supplier;

• attributable in whole or in part to any action by the Supplier; or

• ongoing.

Protective Security Incident A security incident that is:

• a breach of protective security policy or procedures

• an approach from anybody seeking unauthorised access to officials or official information, or

• any other event that harms, or may harm, the security of the Buyer and/or the Buyer s Confidential Information.

Records All information and data necessary for the management of this Contract and the delivery of

Services. Records include, but are not limited to, reports, invoices, letters, emails, notes of meetings,

photographs and other media recordings. Records can be hard copies or soft copies stored electronically.

Services All work, tasks and Deliverables, including those stated in Schedule 1, that the Supplier must perform and deliver under this Contract.

Schedule An attachment to this Contract with the title 'Schedule'.

Start Date The date when this Contract starts as stated in Schedule 1.

Subcontractor A person, business, company or organisation contracted by the Supplier to deliver or perform part of the Supplier's obligations under this Contract.

Supplier The person, business, company or organisation named as the Supplier in the Contract Details section.

Variation A change to any aspect of this Contract that complies with clause17.1.