AMRF Standard Terms and Conditions

1.1 Formation

This Agreement is formed on the date that the last party signs this Agreement. To the extent that any of the Services commenced prior to that date, this Agreement applies in respect of those Services.

1.2 Interpretation

The definitions and rules of interpretation for this Agreement are set out in clause 22.

2.1 Parts of this Agreement

This Agreement consists of the following parts:

1. the Special Conditions (if any) specified in Item 9 of the Statement of Work;
2. these Terms and Conditions;
3. the Statement of Work; and
4. any other attachment or document which is otherwise expressly incorporated into this Agreement by reference.

2.2 Precedence

If there is any inconsistency between the parts comprising this Agreement, then the part listed earlier in clause 2.1 prevails to the extent of the inconsistency.

This Agreement commences on the Start Date and continues until the End Date, unless terminated earlier in accordance with its terms.

4.1 Appointment

1. The Customer appoints the AMRF as a contractor to provide the Services on a non-exclusive basis. 
2. The AMRF accepts the appointment in clause 4.1(a).

4.2 AMRF’s obligations

The AMRF must provide the Services to the Customer:

1. with due care, skill and diligence; and
2. in accordance with its obligations in this Agreement and all applicable laws, including the Legal Compliance Requirements.

4.3 Project Timeline

1. The Customer acknowledges and agrees that:
   1. the Project Timeline is a tool for the purposes of allowing each of the parties to plan for the provision of the Services having regard to their own capacity and resource requirements (including, in the case of the AMRF, the coordination of the provision of the Services with other customer services being provided at the Facility);
   2. any date for provision of the Services set out in the Project Timeline is an estimate only, and is subject to change in accordance with clause 4.3(b); and
   3. the Project Timeline does not, of itself, impose a legally-binding commitment on the AMRF to provide the Services on or by the dates specified in the Project Timeline.
2. The AMRF, acting reasonably, may make a change to a date in the Project Timeline by giving the Customer at least 10 days’ advance written notice. 

4.4 Customer’s obligations

The Customer must, and must ensure its Personnel:

1. give the AMRF all information and assistance reasonably necessary to enable the AMRF to provide the Services and otherwise perform its obligations under this Agreement;
2. ensure that any information provided to the AMRF is accurate (to the best of their knowledge and ability);
3. ensure that any electronic file provided to the AMRF is free from viruses and other codes that may damage or adversely affect any hardware, software or other infrastructure of the AMRF; 
4. perform any Customer Responsibilities and provide the Customer Materials in the manner and at the times set out in Item 4 of the Statement of Work (or, where no time is specified in Item 4, within a reasonable time); 
5. ensure that it has all authorisations, approvals, licences and other permissions necessary to enter into and perform its obligations under this Agreement; 
6. cooperate with the AMRF, and act reasonably and in good faith, in connection with this Agreement and the receipt and use of the Services and Deliverables; and
7. comply with all applicable laws in connection with the performance of its obligations, and exercise of its rights, under this Agreement.

4.5 Access to the Facility

1. The Customer must ensure that any of its Personnel or other invitees who visit or attend the Facility
   1. comply with the reasonable directions, policies and procedures notified by the AMRF to the Customer and its Personnel, including those in relation to work health and safety, security, privacy, confidentiality and operational requirements (which may include the completion of inductions); 
   2. do not engage in any unlawful or unsafe behaviour;
   3. do not damage any part of the Facility, including its fixtures, fittings or equipment; and
   4. do not unreasonably impede or interfere with the AMRF’s business, activities or operation of the Facility or any equipment at the Facility. 
2. The AMRF may, acting reasonably, direct the removal of any of the Customer’s Personnel or other invitees from the Facility.

4.6 Special Conditions

The parties agree to comply with the Special Conditions (if any).  

5.1 Change request

1. Either party may request a Change by giving a written notice to the other party (Change Request).
2. If a Change Request is requested by the Customer, the AMRF may provide to the Customer within [20 Business Days] of receiving the Change Request and any information requested under clause 5.1(d) (or such longer period as is reasonable in the circumstances), a Change Proposal which complies with clause 5.2.
3. If a Change Request is requested by the AMRF, the AMRF must include a Change Proposal with the Change Request or provide the Change Proposal at such later date as the parties may otherwise agree.
4. Where the AMRF requires information from the Customer in order to properly prepare a Change Proposal, the Customer will provide all such information reasonably requested within a reasonable period from the date of the request.

5.2 Change Proposal

Each Change Proposal must:

1. set out a full description of the requested Change; and
2. specify all changes to the Fees, the relevant timeframes and any other conditions which the AMRF reasonably requires in order for the Change to be implemented, and must detail reasons for those changes.

5.3 Acceptance or rejection of proposed variation

1. The parties may agree in writing to accept the Change Proposal. 
2. Where the parties agree in writing to accept the Change Proposal, this Agreement will be varied accordingly, with effect from the date of the parties’ acceptance.
3. For the avoidance of doubt, where the parties do not agree in writing to accept any proposed Change in accordance with clause 5.3(a), then the Change Proposal will be deemed rejected by the parties and this Agreement will continue without any variation.

6.1 Capacity

Each party represents and warrants that:

1. it has full power and authority to enter into and perform its obligations under this Agreement; and
2. it has taken all necessary action to authorise the execution, delivery and performance of this Agreement in accordance with its terms.

6.2 Performance

The AMRF represents and warrants that it:

1. has the necessary facilities, equipment and qualified Personnel available to perform the Services; and
2. holds such authorisations, approvals, licences and other permissions required under any state, territory or Commonwealth legislation or regulation to perform the Services.

6.3 Intellectual Property Rights

Each party represents and warrants that:

1. it has the right and authority to provide the other party with the applicable rights described in clause 9; and
2. the use of its Pre-Existing Material, as contemplated by this Agreement, will not infringe the Intellectual Property Rights, Moral Rights or other rights of any third party.

7.1 Fees

In accordance with Item 5 of the Statement of Work:

1. the AMRF must invoice the Customer for the Fees; and
2. the Customer must pay the Fees to the AMRF.

7.2 Other expenses

The Customer is not required to reimburse the AMRF for any other expenses in addition to the Fees, unless those other expenses are set out in the Statement of Work or the Customer has approved those other expenses before they are incurred.  

7.3 Failure to pay

Without limiting any other rights or remedies available to the AMRF, if the Customer fails to pay any Fees or other amounts as required by this Agreement, the AMRF may:

1. charge Interest on the unpaid amount; 
2. suspend performance of all Services until the outstanding Fees or other amounts are paid; and
3. withhold the provision of the Deliverables until the outstanding Fees or other amounts are paid.

8.1 GST exclusive

Unless otherwise specified, all amounts specified in this Agreement are exclusive of GST.

8.2 Payment

The Customer must pay any GST that is payable in respect of any taxable supply made under this Agreement in addition to the amount payable (exclusive of GST) for the taxable supply. GST is payable at the same time as the amount payable for the taxable supply to which it relates.

9.1 Pre-Existing Material

1. All Intellectual Property Rights in:
   1. any Pre-Existing Material remain vested in the party that owns the Intellectual Property Rights (Owner); and
   2. any adaptation, translation or derivative of that Pre-Existing Material vests in, or is transferred or assigned to, the Owner immediately on creation.
2. Each party must sign all documents and do all things necessary to give effect to clause 9.1(a)(ii).
3. The Customer grants the AMRF an irrevocable, royalty-free, non-exclusive, worldwide, non-transferable and sub-licensable licence for the Term to exercise all Intellectual Property Rights in any Pre-Existing Material of the Customer (and any adaptation, translation or derivative) for the purposes of, or in relation to, the AMRF providing the Services to the Customer in accordance with this Agreement, and otherwise performing its obligations and exercising its rights under this Agreement.
4. The AMRF grants the Customer an irrevocable, perpetual, royalty-free, non-exclusive, worldwide, transferable and sub-licensable licence to exercise all Intellectual Property Rights in any Pre-Existing Material of the AMRF (and any adaptation, translation or derivative) which is incorporated into the Project Material or a Deliverable for the purposes of using, supporting and/or modifying that Project Material or Deliverable in the course of the Customer’s business functions or activities.

9.2 Project Material

1. All Intellectual Property Rights in all Project Material vest in, or are assigned to, the Customer immediately on creation.
2. The AMRF must sign all documents and do all things necessary to give effect to clause 9.2(a).
3. The Customer grants the AMRF an irrevocable, perpetual, royalty-free, non-exclusive, worldwide, transferable and sub-licensable licence to exercise all Intellectual Property Rights in the Project Material in connection with:
   1. the AMRF providing the Services to the Customer in accordance with this Agreement, and otherwise performing its obligations and exercising its rights under this Agreement; and
   2. the AMRF’s own internal business purposes, including the operation of the Facility.
4. The licence granted to the AMRF under clause 9.2(c) does not include the right to commercialise or otherwise commercially exploit the Project Materials.

9.3 Third Party Material

If the Customer provides any Third Party Material to the AMRF in connection with this Agreement, the Customer must grant (or procure the applicable third party to grant) to the AMRF a non-exclusive licence to exercise all Intellectual Property Rights in the Third Party Materials for the purposes of the AMRF:

1. providing the Services to the Customer in accordance with this Agreement, and otherwise performing its obligations and exercising its rights under this Agreement; and
2. otherwise enjoying the full benefit of the licences granted to the AMRF under this clause 9, including where any such Third Party Material is incorporated into the Project Material or a Deliverable.

9.4 Moral Rights

The AMRF will use its best endeavours to obtain from its Personnel who, in the performance of the Services, are or may be engaged in the creation of Project Material in which copyright subsists, a genuine consent in writing to the use of the Project Material for the purposes contemplated by this Agreement, even if such use would otherwise be an infringement of their Moral Rights.

9.5 AMRF Know-How and AMRF Know-How Materials

Subject to clause 11, the Customer acknowledges and agrees that:

1. the AMRF and/or its Personnel:
   1. possess AMRF Know-How which existed prior to the Start Date;
   2. may develop further AMRF Know-How while performing the Services for the Customer; and
   3. may freely use any AMRF Know-How for performing the Services and providing the Deliverables, as well as performing other projects and services for other parties; and
2. the AMRF owns all Intellectual Property Rights in any and all AMRF Know-How Materials.

9.6 Marketing and promotional material

1. The Customer must include any marketing statements and/or references to the AMRF and/or the Facility that are agreed between the parties (acting reasonably and in good faith) in the Customer’s marketing and promotional materials relating to the Project or the Deliverables.
2. The Customer must ensure that any marketing or promotional material that references the AMRF:
   1. complies with all applicable laws, regulatory codes and guidelines (including with respect to ethical advertising standards); and
   2. does not materially deviate from what is agreed between the parties under clause 9.6(a); and
   3. is factually correct having regard to this Agreement and is not likely to mislead or deceive a customer in relation to any aspect of the AMRF’s services, functions or activities.
3. At any point during or after the Term, upon reasonable request by the AMRF, the Customer must:
   1. immediately cease referencing the AMRF in any marketing or promotional material; and
   2. as soon as reasonably practicable, withdraw any marketing or promotional material that refer to the AMRF already in the public domain.
4. The AMRF is free to use the Customer’s name, trade mark and any Customer marketing material that refers to the AMRF as the AMRF sees fit, provided that the AMRF receives the Customer’s prior consent (which consent must not to unreasonably withheld or delayed).

9.7 No use of the AMRF’s marks

Except as expressly set out in this Agreement, the Customer must not, and must ensure that its Personnel do not, use the trade marks or logos of the AMRF without the prior consent of the AMRF.

10.1 Customer privacy obligations

The Customer must:

1. comply with applicable Privacy Laws in relation to any Personal Information that it handles in relation this Agreement, including any Personal Information which forms part of the Customer Materials;
2. obtain all required consents, and make all required disclosures and notifications, including in respect of all Personnel of the Customer, to ensure that:
   1. the Customer has the right to provide and disclose to the AMRF all Personal Information that forms part of the Customer Materials; and
   2. the AMRF has the right to collect, use and disclose all such Personal Information:
      1. for the purposes of providing, and as required to provide, the Services to the Customer, and otherwise performing its obligations under this Agreement; and
      2. for the purposes of promoting and evaluating, and as required to promote and evaluate, the activities undertaken in relation to the Facility, including inviting Personnel of the Customer to participate in engagement surveys and in promotional or marketing content; and
3. not do any act or omission that causes the AMRF to be in breach of its own privacy obligations under clause 10.2.

10.2 AMRF privacy obligations

The AMRF must comply with applicable Privacy Laws in relation to any Personal Information it handles in the provision of the Services to the Customer, including any Personal Information provided or made available to it by the Customer.

11.1 Obligations of confidence

Each party must:

1. keep the other party's Confidential Information secret and confidential;
2. not access, use or reproduce the other party's Confidential Information for any purpose other than performing this Agreement, nor assist or permit any other person to do so;
3. not disclose the other party's Confidential Information except as permitted under this Agreement; and
4. take all steps reasonably necessary to safeguard the other party's Confidential Information from unauthorised access, use or disclosure.

11.2 Customer Material

The Customer must label or otherwise identify any Customer Material that it considers is confidential or contains Confidential Information. Until such time as the Customer does so, the Customer acknowledges and agrees that the AMRF is not responsible or liable for any disclosure of any Confidential Information contained within Customer Material.

11.3 Permitted disclosures

Each party may use and disclose Confidential Information of the other party only:

1. to its Personnel on a "need to know" basis provided it takes all reasonable precautions to ensure that such Personnel comply with clause 11.1;
2. with the other party's written consent;
3. to a court, government agency, as required by applicable law, or under compulsion of law by a court or government agency, or by the rules of any relevant stock exchange or regulator, as long as the disclosing party:
   1. discloses the minimum amount of Confidential Information required to satisfy the law or rules; and
   2. before disclosing any information, gives a reasonable amount of notice to the other party in writing and takes reasonable steps (whether required by the other party or not) to maintain that Confidential Information in confidence; and
4. in the case of the AMRF:
   1. where required by the GIPA Act (or any other similar laws) which may require the AMRF to publish or disclose certain information concerning this Agreement;
   2. to a Minister, their advisors or Parliament; and
   3. to any Authority carrying out its functions and activities, including in relation to the Facility, any policy decisions in relation to the Facility and any statutory requirements concerning State records or audit.

11.4 De-identified data

Despite any other provision in this Agreement, the AMRF and its Personnel may use Customer data on a de-identified and aggregated basis for the purposes of business analytics, operational and financial reporting, market analysis and benchmarking and evaluation and promotional activities.

11.5 Connecting with third parties

If the Customer has provided consent in Item 8 (Connecting services) of the Statement of Work, the AMRF may provide the Active Connecting Services or Passive Connecting Services (as applicable).

11.6 Publicity

Either party may disclose the existence of the commercial relationship between the parties for the purposes of promoting the services offered by the AMRF and the Facility.

11.7 Return or destruction

1. Subject to clause 11.7(b), at any time a party may request return or destruction of any or all copies of its Confidential Information. The other party must promptly comply with such request. On receipt of any such request, the other party's right to use that Confidential Information ceases.
2. A party is entitled to keep a copy of Confidential Information of the other party for the sole purpose of managing legal obligations, or where stored in a back-up of an information technology system. A party must continue to treat any such copy as Confidential Information of the other party which is subject to the terms of this Agreement.

12.1 Limitation

Subject to clauses 12.2, 12.3 and 12.4, the maximum aggregate liability of a party for any loss or damage, however caused (including by the negligence of that party), suffered by the other party in connection with this Agreement is limited to the Fees (together with any Interest) paid or payable by the Customer to the AMRF under this Agreement.

12.2 Consequential Loss

Subject to clauses 12.3 and 12.4, a party is not liable for any Consequential Loss however caused (including by the negligence of that party), suffered or incurred by the other party in connection with this Agreement.

12.3 No limitation

The limitations and exclusions in clauses 12.1 and 12.2 do not apply to liability in relation to:

1. any breach of clause 4.5(a)(i) by the Customer or its Personnel; or
2. any breach by a party of the warranties given in clause 6.3. 

12.4 Australian Consumer Law

Nothing in this Agreement is intended to limit any rights of the Customer under the Competition and Consumer Act 2010 (Cth).  If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by the AMRF in connection with this Agreement and the AMRF’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 12.1 and 12.2 do not apply to that liability and instead the AMRF’s liability for such failure is limited to (at the AMRF’s election):

1. in the case of a supply of goods, the AMRF replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or
2. in the case of a supply of services, the AMRF supplying the services again or paying the cost of having the services supplied again.

12.5 Contribution

Neither party will be liable to the other party whether in contract, tort (including negligence) or otherwise in connection with this Agreement, for loss or damage to the extent that the other party (or the other party’s Personnel) contributed to the loss or damage.

12.6 Mitigation

1. A party who suffers loss, damage or expense must take reasonable steps to mitigate its loss, damage or expense.
2. The other party will not be responsible for any loss, damage or expenses to the extent that the injured party could have avoided or reduced the amount of the loss, damage or expense, by taking reasonable steps to mitigate its loss, damage or expense.

12.7 Acknowledgments

The Customer acknowledges and agrees that:

1. the Customer must use its own judgment as to the applicability and fitness for purpose of the provision of the Services by the AMRF in relation to the Project;
2. the AMRF will, acting reasonably, rely on any information provided to it by the Customer and the AMRF is not responsible for any defect, fault, error, failure, degradation, deficiency or malfunction in the Services or Deliverables which relate to any information provided by the Customer that is inaccurate or misleading or which relate to a failure by the Customer to provide information to the AMRF;
3. the outcomes of the Services (including the Deliverables), and their ability to produce commercially useful results, are not guaranteed by the AMRF;
4. the Services and Deliverables are provided by the AMRF on an ‘as is’ basis;
5. except as expressly set out in this Agreement and to the extent permitted by law, the AMRF makes no representations or warranties in relation to the Services, the outcomes of the Services (including the Deliverables) or the correctness or suitability of any advice or information provided by the AMRF or the AMRF’s Personnel; and
6. while the AMRF will take reasonable care of the Customer Material provided to the AMRF, the AMRF is not responsible for maintaining backups of any Customer Material and, as such, it is advised that the Customer retains a backup or other copy of all Customer Material provided to the AMRF.

13.1 Excused performance

A party will not be:

1. in breach of this Agreement as a result of; or
2. liable for,

any failure or delay in the performance of its obligations under this Agreement (other than a payment obligation) to the extent that the failure or delay is wholly or partially caused, directly or indirectly, by a Force Majeure Event or any act or omission of the other party.

13.2 Steps to be taken

Relief under clause 13.1 is conditional on the affected party promptly notifying the other party of the relevant Force Majeure Event and taking reasonable steps to overcome the impact of the Force Majeure Event.

14.1 Termination for breach

A party may terminate this Agreement by written notice to the other party if the other party:

1. commits a material breach of this Agreement (including, in the case of the Customer, failing to make payments as and when they are due), and:
   1. if the breach is capable of remedy, fails to remedy the breach within [30] days after receiving notice requiring it to do so; or
   2. if the breach is incapable of remedy, immediately; or
2. suffers an Insolvency Event,

in which case this Agreement terminates on the date specified in that notice or, if no date is specified, immediately on giving of the notice.

14.2 Termination for convenience

Either party may terminate this Agreement at any time by 30 days written notice to the other party.

14.3 Reimbursement of costs

If the Customer exercises its right to terminate under clause 14.2, the Customer must pay the AMRF:

1. for all work carried out prior to the time of termination; and
2. any actual costs of the AMRF resulting from the termination, including any costs already incurred or committed by the AMRF as at the time of termination.

14.4 After termination or expiry

On termination or expiry of this Agreement:

1. accrued rights or remedies of a party are not affected;
2. the Customer must pay the AMRF any Fees owing by the Customer for Services rendered by the AMRF under this Agreement up to the effective date of termination or expiry, on a pro-rata basis if applicable, together with any other costs under clause 14.3 (if applicable);
3. subject to the Customer having paid all Fees and costs in accordance with clause 14.4(b), the AMRF must deliver to the Customer all Project Material in their current state as at the effective date of termination or expiry (in which case, the AMRF will have no liability to the Customer in relation to any unfinished work); and
4. each party must deliver to the other party any of the other party’s Confidential Information or other property in its care, custody or control.

14.5 Survival

Termination or expiry of this Agreement will not affect clauses 9, 10, 11, 12, 14.3, 14.4, 16 and 17 or any provision of this Agreement which is expressly or by implication intended to come into force or continue on or after the termination or expiry.

15.1 Customer Representative

The Customer Representative will represent the Customer for the day to day purposes of this Agreement.

15.2 AMRF Representative

The AMRF Representative will represent the AMRF for the day to day purposes of this Agreement.

16.1 Dispute Notice

Either party may give written notice of a Dispute to the other party (Dispute Notice).  A party giving a Dispute Notice must provide details of the history and circumstances of the Dispute and give reasons for why the party is disputing the issue. 

16.2 Escalation

At the expiration of 5 Business Days from the date of the Dispute Notice, or such other period as is agreed, unless the Dispute has otherwise settled, the Dispute may be submitted to the dispute resolution process described in clause 16.3.

16.3 Process

Any Dispute submitted to the dispute resolution process will be dealt with in the following manner:

1. the Dispute will be referred initially to the Customer Representative and the AMRF Representative, who will attempt to settle the Dispute within 5 Business Days of the referral;
2. if the Customer Representative and the AMRF Representative are unable to resolve the Dispute within those 5 Business Days, or other such period as is agreed, the Dispute will be referred to the parties’ respective senior management at a level deemed appropriate by each party given the nature of the Dispute; and
3. if the Dispute remains unresolved after a further 5 Business Days of the period referred to in clause 16.3(b), or other such period as is agreed, the parties will refer the Dispute to mediation by a single mediator in accordance with the procedure described below in clause 16.4. 

16.4 Mediation

Subject to this clause 16, if the parties agree to refer a Dispute to mediation, the mediation will be administered by the Australian Disputes Centre (ADC) and will be conducted in accordance with the ADC Guidelines for Commercial Mediation which set out the procedures to be adopted, the process of selection of the mediator and the costs involved and the terms of those Guidelines are incorporated into this Agreement.  In the event that the AMRF is a “small business” (being an Australian or New Zealand based firm that has an annual turnover of under $2 million in the latest financial year), then the parties agree to refer the Dispute to the Small Business Commissioner for mediation.

16.5 Right to terminate and interlocutory relief

This clause 16 does not affect either party’s rights to:

1. terminate this Agreement in accordance with its terms; or
2. commence court proceedings seeking interlocutory relief.

16.6 Parties to continue to perform

Notwithstanding the existence of a Dispute, each party must continue to perform its obligations under this Agreement to the extent practicable having regard to the nature of the dispute, unless the parties agree otherwise in writing.

17.1 Restrictions

During the Term, and for a period of six months after the Term, the Customer must not:

1. entice away or attempt to entice away any:
   1. senior employee;
   2. other employee; or
   3. contractor, 
      of either:
   4. the AMRF; or
   5. an Authority, where that employee or contractor is (or is proposed by the AMRF to be) involved in the subject matter of this Agreement; or
2. engage or employ any person for a period of six months after the person ceases to be engaged or employed by the AMRF (including any persons that fall within clause 17.1(a)):
   1. in a senior capacity; or
   2. otherwise,

without the prior consent of the AMRF.

17.2 Exception

Clause 17.1 does not prevent the Customer from employing or engaging a person who responds to a genuine advertisement placed by or on behalf of the Customer in good faith.

17.3 Restrictions necessary

The parties agree that the restrictions in this clause 17 are necessary to protect the legitimate interests of the AMRF.

18 Compliance

18.1 Modern Slavery

1. The Customer represents, warrants and undertakes that neither:
   1. the Customer;
   2. any entity that the Customer owns or controls; or
   3. to the best of its knowledge, any subcontractor of the Customer, engages in any activity, practice or conduct that constitutes Modern Slavery to the best of its knowledge and belief having made enquiries and taken measures consistent with the Modern Slavery Laws.
2. The Customer must take reasonable steps to ensure that Modern Slavery is not occurring in the operations and supply chains of the Customer and any entity that the Customer owns or controls in relation to this Agreement.

18.2 Corrupt conduct

1. The Customer and its Personnel must not offer or provide any benefit (including any payment, gift, hospitality or gratuity, whether monetary or in-kind) to any person with the intention of improperly influencing such person in the exercise of their duties (including to make a decision or to take or refrain from taking other action).
2. The Customer represents and warrants that neither the Customer nor any of its Personnel have taken, or will take, any action that would breach any applicable anti-corruption or anti-bribery law, including but not limited to the Anti-Bribery and Corruption Laws.

The AMRF must provide the Progress Reports to the Customer in accordance with the Reporting and Deliverable requirements specified in Item 6 of the Statement of Work.

20.1 Form

Unless stated otherwise in this Agreement, all notices, consents and other communications in connection with this Agreement must be in writing and sent to:

1. the AMRF Representative at the details specified in the Statement of Work; or
2. the Customer Representative at the details specified in the Statement of Work, or such updated address as notified by the relevant party from time to time.

20.2 Time of receipt

A notice, consent or any other communication is deemed to be received:

1. if by delivery by hand, when it is delivered;
2. if posted, the earlier of the date of receipt and three Business Days after posting if within Australia or seven, if posted to or from a place outside Australia; and
3. if an email, the earlier of when the email is opened by the recipient and the next Business Day after the time at which it enters the recipient’s system (provided that the sender does not receive a delivery failure or out of office message).

21.1 Rights cumulative

Unless expressly stated otherwise in this Agreement, the rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies provided by law or any other right or remedy.

21.2 Amendments

Unless otherwise expressly set out in this Agreement, this Agreement may only be amended by written agreement between all parties.

21.3 Costs

Each party bears its own costs in relation to the preparation, negotiation, signing and performance of this Agreement.

21.4 Assignment and novation

1. The Customer must not assign, in whole or in part, or novate the Customer’s rights and obligations under this Agreement without the prior consent of the AMRF.
2. The AMRF may assign or novate its rights and obligations under this Agreement:
   1. without the consent of the Customer, to any:
      1. Authority for the purpose of administering the functions or discharging the role of the AMRF; or
      2. government sector agency within the meaning given to that term in the Government Sector Employment Act 2013 (NSW); or
   2. with the consent of the Customer, which must not be unreasonably withheld or delayed, to any other person.
3. The Customer must sign all documents and do all things necessary to give effect to an assignment or novation under clause 21.4(b).

21.5 Counterparts

This Agreement may be signed in any number of counterparts.  All counterparts together make one instrument.

21.6 Entire agreement

1. This Agreement supersedes all previous agreements about its subject matter.  This Agreement embodies the entire agreement between the parties.
2. To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion, is withdrawn and has no effect except to the extent expressly set out or incorporated by reference in this Agreement.
3. Each party acknowledges and agrees that it does not rely on any prior conduct or representation by the other party in entering into this Agreement.

21.7 Further assurances

Each party must do all things reasonably necessary to give effect to this Agreement and the transactions contemplated by it.

21.8 Governing law and jurisdiction

1. The laws of New South Wales govern this Agreement.
2. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.

21.9 If a party consists of more than one person

If a party to this Agreement consists of more than one person, or a term is used in this Agreement to refer to more than one party, an obligation of those persons is owed by them separately, together, and in any combination.

21.10 No waiver

1. The failure of a party to require full or partial performance of a provision of this Agreement does not affect the right of that party to require performance subsequently.
2. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.
3. A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.

21.11 Relationship between the parties

Unless expressly stated otherwise, this Agreement does not create a relationship of employment, trust, agency or partnership between the parties.

21.12 Severability

A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause of this Agreement continue in force.

21.13 Subcontracting

1. The AMRF may subcontract the performance of all or any part of its obligations under this Agreement.
2. The Customer must not subcontract the performance of all or any part of its obligations under this Agreement without the prior consent of the AMRF.

21.14 Electronic execution

Subject to applicable laws, the parties may execute this Agreement and any document entered into under it, electronically (including through an electronic platform).

22.1 Definitions

In this Agreement:

Active Connecting Services means the services described as Active Connecting Services contemplated in Item 8 of the Statement of Work.

Agreement has the meaning given in clause 2.1.

AMRF means Advanced Manufacturing Readiness Facility Pty Limited ABN 79 666 543 979 of 50 Belmore Street, Penrith NSW 2750.

AMRF Know-How means knowledge, skills, experience, ideas, concepts and techniques of the AMRF and its Personnel, including those which:

1. existed prior to the Start Date; and
2. are developed or otherwise brought into existence in the course of the AMRF and its Personnel performing its obligations under this Agreement.

AMRF Know-How Material means any materials or documents created by the AMRF or its Personnel to capture, describe or otherwise detail AMRF Know-How in physical form.  

AMRF Representative means the person named as such in the Statement of Work or any replacement of that person nominated by the AMRF.

Anti-Bribery and Corruption Law means the Criminal Code Act 1995 (Cth) as it relates to anti-bribery or anti-corruption and any other applicable legislation addressing similar subject matter.

Authority includes any government agency, governmental or semi-governmental or local government authority, administrative, regulatory or judicial body or tribunal, department, commission, public authority, agency, Minister, statutory corporation or instrumentality.  It includes the Western Parkland City trading as Bradfield Development Authority ABN 84 369 219 084.

Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.

Change means a change to any of the following sections of the Statement of Work:

1. Item 2 (Scope of Work);
2. the Customer Responsibilities and AMRF Responsibilities set out in Item 4 (Roles and Responsibilities);
3. the Payment Schedule set out in Item 4 (Budget and Payment Schedule);
4. Item 7 (Legal Compliance Requirements); and
5. Item 9 (Special Conditions).

Change Proposal means a proposal which complies with clause 5.2 detailing the variations which would be applicable to implement a Change.

Change Request has the meaning given in clause 5.1.

Confidential Information of a party means any information:

1. about the business and affairs of that party;
2. about the customers, clients, employees, subcontractors or other persons doing business with that party;
3. which is by its nature confidential;
4. which is designated as confidential by that party; or
5. which the other party knows or ought to know, is confidential,
   and all trade secrets, financial information (including but not limited to cost and pricing information), source codes, technical information, operations, and other commercially valuable information of that party, but does not include information or material which:
6. is or becomes generally known to the public other than through a breach of this Agreement;
7. at the time it was first disclosed to a party, was already in that party's lawful possession;
8. is developed independently by a party; or
9. is disclosed to a party by a third party entitled to disclose it.

Consequential Loss means indirect loss, loss of revenues, loss of reputation, loss of profits, consequential loss, loss of actual or anticipated savings, loss of bargain, lost opportunities (including, without limitation, opportunities to enter into arrangements with third parties), loss or corruption of data or Customer Materials (including the cost of restoring such data or Customer Materials), and any loss that does not flow naturally (that is, according to the usual course of things) from the relevant breach (even if the relevant party has been made aware of the possibility of such loss arising).

Corporations Act means Corporations Act 2001 (Cth).

Customer means the party identified as the Customer in the Statement of Work. 

Customer Material means any material provided by or to which access is given by the Customer to the AMRF for the purposes of this Agreement including software, object code, source code, configurations, equipment, documents, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules and data stored by any means, and any material specified as Customer Material in Item 4 of the Statement of Work.

Customer Representative means the person named as such in the Statement of Work or any replacement of that person nominated by the Customer.

Customer Responsibilities means the Customer responsibilities set out in Item 4 of the Statement of Work.

Deliverable means any material or items specified as Deliverables in Item 2 of the Statement of Work. 

Dispute includes any dispute, controversy, difference or claim arising out of or in connection with this Agreement, including any question concerning its formation, validity, interpretation, performance, breach and termination.

Dispute Notice has the meaning given in clause 16.1.

End Date means the end date set out in Item 3 of the Statement of Work. 

Facility has the meaning given in paragraph A of the ‘Background’ section of this Agreement. 

Fees mean the fees set out in Item 5 of the Statement of Work.

Force Majeure Event means any occurrence or omission outside a party’s reasonable control, as a direct or indirect result of which the party relying on the event is prevented from or delayed in performing its obligations under this document (other than a payment obligation), and includes:

1. a physical natural disaster including fire, flood, lightning or earthquake;
2. war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law;
3. epidemic or quarantine restriction;
4. ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;
5. confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government agency;
6. law taking effect after the date of this Agreement;
7. equipment malfunction or breakdown; and
8. strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party's subcontractors.

GIPA Act means the Government Information (Public Access) Act 2009 (NSW).

GST has the meaning given in the GST Act.

Insolvency Event means any of the following events:

1. a controller (as defined in the Corporations Act) is appointed to the party, or over any of the property of the party;
2. party enters into, or any step is taken that could result in the party entering into, provisional liquidation, liquidation or administration (as defined in section 9 Corporations Act);
3. the party commits an act of bankruptcy under section 40 Bankruptcy Act 1966 (Cth);
4. the party becomes an insolvent under administration (as defined in section 9 Corporations Act) or takes steps that could result in the party becoming so;
5. the party is unable to pay its debts when they become due and payable;
6. the party ceases to carry on business;
7. the party makes a statement, or conducts itself in a manner, from which it may reasonably be deduced that the party is insolvent;
8. the party makes a statement, or conducts itself in a manner, from which it may reasonably be deduced that a director of the party is seeking to take advantage of the safe harbour against insolvent trading available under Division 3, Part 5.7B Corporations Act; or
9. any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.

Any event that takes place as part of a solvent reconstruction, amalgamation, merger, or consolidation, on terms approved in writing by the other party beforehand and in compliance with those terms is excluded from this definition.

Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.

Interest means interest on any payment owing under this document calculated:

1. at the rate which is 2% in excess of the published Australia and New Zealand Banking Group Limited variable interest rate for personal loans or, if lower, the maximum rate permitted by applicable law; and
2. daily from the date on which such payment was due to the date on which the payment is made (both inclusive) including the relevant Interest.

Legal Compliance Requirements means the legal and compliance requirements specified in Item 7 of the Statement of Work.

Modern Slavery has the same meaning as in the Modern Slavery Laws and includes slavery, servitude, forced labour, human trafficking, debt bondage, organ trafficking, forced marriage and the exploitation of children.

Modern Slavery Laws means the Modern Slavery Act 2018 (Cth) and any other applicable legislation addressing similar subject matter.

Moral Rights means:

1. the right of integrity of authorship;
2. the right of attribution of authorship; and
3. the right not to have authorship falsely attributed,

including those rights as conferred by the Copyright Act 1968 (Cth) and rights of a similar nature anywhere in the world whether existing before, on or after the Start Date.

Passive Connecting Services means the services described as Passive Connecting Services contemplated in Item 8 of the Statement of Work.

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

Personnel of a party means officers, directors, employees, agents, consultants, contractors and subcontractors of that party, and in relation to the AMRF, includes the officers, directors, employees, agents, consultants, contractors and subcontractors of an Authority that are (or are proposed by the AMRF to be) involved in the subject matter of this Agreement.

Pre-Existing Material means all things, materials, documents, information and items:

1. belonging to a party or in respect of which a party has the right to use, and existing prior to the Start Date; or
2. which are brought into existence, by or on behalf of a party, other than in connection with the performance of that party’s obligations under this Agreement,

but, in each case, excluding any AMRF Know-How or AMRF Know-How Materials.

In the case of the Customer, Pre-existing Material includes the Customer Material. 

Privacy Act means the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued there under, as amended from time to time.

Privacy Laws means:

1. the Privacy Act;
2. the Privacy and Personal Information Protection Act 1998 (NSW);
3. the Health Records and Information Privacy Act 2002 (NSW); and
4. any legislation (to the extent that such legislation applies to the Customer or the AMRF or any other recipient of Personal Information) affecting privacy or Personal Information.

Progress Reports means the progress reports specified in Item 6 of the Statement of Work

Progressive or Periodic Supply means a Taxable Supply that satisfies the requirements of section 156-5 GST Act.

Project means the Customer’s project as more specifically detailed in Item 2 of the Statement of Work. 

Project Material means all Deliverables created, written, developed or otherwise bought into existence by, or on behalf of, the AMRF for the Customer in the course of the AMRF performing its obligations under this Agreement.   

Project Timeline means the project timeline set out in Item 3 of the Statement of Work.

Services means the services to be provided by the AMRF to the Customer under this Agreement, including the delivery of the Deliverables, the Inclusions in Item 2 of the Statement of Work and AMRF Responsibilities in Item 4 of the Statement of Work.

Special Conditions means the special conditions (if any) set out in Item 9 of the Statement of Work. 

Start Date means the start date specified in Item 3 of the Statement of Work.

Statement of Work means the Statement of Work to which the Terms and Conditions are attached.

Term means the term of this Agreement as contemplated by clause 3.

Terms and Conditions means the terms and conditions of this Agreement.

Third Party Material means all things, materials, documents, information and items in which the Intellectual Property Rights are owned by a party other than the Customer or the AMRF. 

1. Efficiency Enhancement: Implement new manufacturing processes or improve existing ones to enhance overall operational efficiency, reduce production time, and minimize resource wastage.
2. Quality Improvement: Develop and integrate quality control measures to ensure that the manufactured products meet or exceed industry standards and client expectations.
3. Cost Reduction: Identify opportunities to optimize the manufacturing process to reduce production costs without compromising product quality or performance.
4. Scalability: Create a manufacturing process that is scalable and adaptable to accommodate future production volume increases and market demand fluctuations.
5. Innovation and Technology Integration: Explore and integrate cutting-edge technologies and innovative approaches to streamline the manufacturing process, increase productivity, and improve product performance.
6. Risk Mitigation: Develop robust risk management strategies to minimize potential operational risks, ensure product consistency, and maintain a safe working environment.
7. Compliance with Regulatory Standards: Ensure that the manufacturing processes adhere to all relevant industry standards, regulations, and compliance requirements, guaranteeing the safety and quality of the manufactured products.
8. Documentation and Standardization: Establish comprehensive documentation and standardization protocols for the manufacturing processes to facilitate consistent and replicable production outcomes.
9. Training and Skill Development: Provide necessary training and skill development programs for the workforce to ensure they possess the required knowledge and expertise to operate the newly developed manufacturing processes effectively.
10. Sustainability Integration: Integrate sustainable practices and environmentally friendly methodologies into the manufacturing process to minimize the ecological footprint and contribute to a more sustainable and eco-conscious production system.

These objectives aim to guide the development of the manufacturing process, ensuring that it aligns with the overarching goals of the organization and meets the requirements of the Project stakeholders.