CERTIFICATE OF ACCEPTANCE
GITC T&C Clause 15.5
Issued by the Customer’s representative to the Contractor
Name of Customer’s representative:
Insert name of the Customer’s representative.
The following items (being either the Service or Product or a part of the Service or
Product) have been accepted for the purposes of this Contract:
List items that have been tested and accepted.
Other conditions attached to the Certificate of Acceptance:
Specify here if there are any other conditions attached to the Certificate of Acceptance.
Signed sealed and delivered by:
Name of the Customer Insert the name of the Customer
Name of the Customer’s representative Insert name of the Customer’s representative
Position held Insert position held
Signature and date _____________ ___/___/___
In the presence of:
Name of the witness Insert the name of the witness
Position held Insert position held
Signature and date _____________ ___/___/___
Note: if the item tested is not accepted the Customer will comply with the procedure in
Clause 15.6.
CHANGE ORDER
GITC T&C Clauses 26.2 and 26.8
Instructions: If the proposed changes will vary the Contract proposals, Specifications or other
documents forming a part of the Contract, including the Contract Details, draft amendments
must be attached.
Change order number Insert change order number
Date proposed Insert date of proposal
Originator Contractor or Customer
Implementation date of Insert date of implementation
change
Details of change proposal:
Insert details of change, document identification or reason for change.
Clauses affected by the proposal are as follows
List clauses affected by the proposal.
New charges payable to the Contractor or Customer affected by this change proposal:
Identify any new charges payable to the Contractor or Customer.
Plan for implementing the change:
Specify how the change will be implemented.
The responsibilities of the parties for implementing the change:
Specify each parties responsibilities.
The new date for the acceptance testing of the system (if applicable):
Insert new date.
Effect of change on performance:
Specify any changes to the performance.
Effect on documentation:
Specify any changes to the documentation.
Effect on training:
Specify any changes to the training.
Effect on the users of the system:
Specify how the users of the system will be affected.
Any other matters which the parties consider are important:
Identify any other relevant matters.
THE CONTRACT IS CHANGED IN ACCORDANCE WITH THE TERMS OF THIS
CHANGE ORDER AND ITS ATTACHMENTS.
Signed sealed and delivered by:
Name of the Party Insert the name of the party
Name of the party’s representative Insert name of the party’s representative
Position held Insert position held
Signature and date _____________ ___/___/___
In the presence of:
Name of the witness Insert the name of the witness
Position held Insert position held
Signature and date _____________ ___/___/___
DEED OF CONFIDENTIALITY
GITC T&C Clauses 13.2 and 19
BY THIS DEED
1. I understand that in the course of performing duties in relation to a contract between
Insert name of Customer
(‘the Customer’)
And
Insert name of Contractor
(‘the Contract’) for the provision of
Insert details of the service of product being provided.
I may have access to personal information being information or an opinion (including
information or an opinion forming part of a database), whether true or not, and whether
recorded in a material form or not, about a natural person whose identity is apparent, or can
reasonably be ascertained, from the information or opinion.
2. I understand that I may not access, use, disclose or retain personal information except in
the course of performing my duties in relation to the Contract.
3. I understand that failure to comply with the requirements of the Privacy Act 1988 (Clth) is
a criminal offence, and that it may also lead the Contractor to take disciplinary action
against me.
4. I acknowledge in respect of personal information that:
(i) any unauthorised and intentional access, destruction, alteration, addition or
impediment to access, or usefulness of personal information stored in any computer in
the course of performing a contract with the Commonwealth, is an offence under Part
VIA of the Crimes Act 1914 (Clth) for which there are a range of penalties, including
a maximum of ten years imprisonment; and
(ii) the publication or communication of any fact or document by a person, which has
come to their knowledge or into their possession or custody by virtue of the
performance of a contract (other than to a person to whom the Contractor is authorised
to publish or disclose the fact or document), may be an offence under section 70 of the
Crimes Act 1914 (Clth), the penalty for which there is a maximum of two years
imprisonment.
[Note: the Customer may wish to add other references to this Attachment in accordance with
the requirements of the Contract.]
Executed as a Deed this: Insert date
Signed sealed and delivered by:
Name of the Contractor Insert the name of the Contractor
Name of the representative Insert name of the representative
Position held Insert position held
Signature and date _____________ ___/___/___
In the presence of:
Name of the witness Insert the name of the witness
Position held Insert position held
Signature and date _____________ ___/___/___
ESCROW
GITC T&C Clauses 7.8 and 10.10
This Deed of Agreement made the _____________ day of _________________ 199__
Between
Insert name of Contract Authority (or Customer if no Head Agreement in place)
(the ‘Contract Authority’)
And
Insert name of Contractor
Insert ACN of Contractor
(the ‘Contractor’)
And
Insert name of Escrow Agent
Insert ACN of Escrow Agent
(the ‘Escrow Agent’)
PURPOSE:
A. By Contract made on (insert date of Head Agreement or Contract if no Head Agreement
in place).
The Contractor has agreed to grant a license to Customer/s to use the Licensed Software.
B. The Contractor and Contract Authority/Customer have agreed to the appointment of an
Escrow Agent as an independent person to hold the source code for the Licensed Software
for the purposes of this Contract.
C. The Escrow Agent has agreed to hold the source code for the Licensed Software,
including the software expressed in human-readable language which is necessary for the
understanding, maintaining, modifying, correction and enhancing of the Licensed
Software and the supporting material being all of the material and data developed and
used in and for the purpose of creating the Software including (but not limited to)
compiled object code, tapes, operating manuals and other items listed in Attachment 3 of
this Escrow Agreement; on the following terms and conditions.
WHAT IS AGREED:
1. Interpretation
Note only need one clause not 3
1.1 Where an obligation is imposed on a party under this Contract, that obligation shall
include an obligation to ensure no act, error or omission on the part of that party's
employees, agents or sub-contractors occurs which will prevent discharge of Escrow
Agent's obligation.
1.2 Any Customer who has acquired a license of the type described in Attachment 2 of this
Escrow Agreement (for Licensed Software) in accordance with an agreement put in place
by the Contract Authority may enforce this Contract on its own behalf and on behalf of
other Customers.
2. Duration
This Contract is in force until the source code is released in accordance with this Contract.
3. Appointment of Escrow Agent
The Escrow Agent is appointed jointly by the Contract Authority/Customer and Contractor
and, subject to the terms and conditions of this Contract, is granted full power and authority to
act on behalf of each party to this Contract.
4. Contractor's obligations
4.1 The Contractor will deliver to, and deposit with the Escrow Agent, one copy of the source
code and supporting material within 7 days of the date of this Contract.
4.2 The Contractor agrees to:
4.2.1 maintain the source code and supporting material at all times.
4.2.2 ensure the source code and supporting material deposited with the Escrow Agent
accurately reflects the Licensed Software including all modifications,
amendments, updates and new releases made to, or in respect of, the Licensed
Software.
4.3 The Contractor warrants that the source code is, to the best of Contractor's knowledge,
free from any virus or program device which would:
4.3.1 prevent the Licensed Software from performing its desired function; or
4.3.2 prevent or impede a thorough and effective checking of the Licensed Software.
5. Escrow Agent's obligations
5.1 The Escrow Agent must accept custody of the source code on the date of delivery in
accordance with clause 4.1 of this Escrow Agreement and, subject to this Contract, will
hold the source code on behalf of Contract Authority/Customer and Contractor.
5.2 The Escrow Agent agrees to take all necessary steps to ensure the preservation, care,
maintenance, safe custody and security of the source code while it is in possession,
custody or control of the Escrow Agent, including storage in a secure receptacle and in an
atmosphere which does not harm the source code and supporting material.
5.3 The Escrow Agent will bear all risks of loss, theft, destruction of or damage to the source
code while it is in Escrow Agent's possession, custody or control.
5.4 If the source code is lost, stolen, destroyed or damaged while it is in the possession,
custody or control of the Escrow Agent, the Escrow Agent must, at its own expense,
obtain from Contractor a further copy of the source code.
5.5 The Escrow Agent is not obliged to determine the nature, completeness or accuracy of the
source code lodged with it.
6. Escrow fee and expenses
6.1 The escrow fee will be paid as set out in Attachment 1 to this Escrow Agreement.
6.2 All expenses and disbursements incurred by the Escrow Agent in connection with this
Contract will be borne by the Escrow Agent.
6.3 All expenses and disbursements incurred by the Contractor in connection with this
Contract will be borne by the Contractor.
7. Testing and verification
7.1 The Contract Authority/Customer may, in the presence of and under the supervision of
the Contractor, analyse and conduct tests in relation to the source code and supporting
material to verify that the source code and supporting material consists of the relevant
materials specified in Attachment 2 and Attachment 3 of this Escrow Agreement.
7.2 The Contract Authority/Customer may engage an independent assessor who, upon proof
of their engagement, shall have the same rights of access to the source code and
supporting material as the Escrow Agent to undertake analysis and tests of the source
code and supporting material for verification purposes, on its behalf.
7.3 The Escrow Agent agrees to release the source code and supporting material to an
independent assessor, upon presentation of a release form signed by the Contract
Authority/Customer and the Contractor specifying the material to be released and
identifying the person to whom that material may be released.
8. Release of the source code and supporting material
8.1 The Escrow Agent agrees to not release, or allow access to, the source code and
supporting material except in accordance with this Contract.
8.2 The Escrow Agent agrees to release the source code to the Contract Authority/Customer
upon receipt of written notice from the Contract Authority/Customer that:
8.2.1 the Contractor has become subject to any form of insolvency administration;
8.2.2 the Contractor has ceased for any reason to maintain or support the Licensed
Software;
8.2.3 the license agreement has been terminated by the Customer for breach of Contract
by the Contractor; or
8.2.4 this Contract is terminated following the default of the Contractor.
8.3 Where the license agreement has been terminated by the Contractor or where the Contract
Authority/Customer has agreed to the release, the Escrow Agent agrees to, upon written
request from the Contractor, release the source code and supporting material to the
Contractor.
8. Termination
9.1 The Escrow Agent may, by giving 3 months prior written notice to the Contract
Authority/Customer and Contractor, terminate this Contract subject to a pro-rata refund
of any advance payment of the escrow fee.
9.2 The Contract Authority/Customer and Contractor may jointly terminate this Contract
immediately if the Escrow Agent:
9.2.1 has become subject to any form of insolvency administration; or
9.2.2 is in breach of any obligation under this Contract so that there is a substantial
failure by the Escrow Agent to perform or observe this Contract.
9.3 If this Contract is terminated in accordance with this clause 9 of the Escrow Agreement,
while a license agreement remains in force, the Contract Authority/Customer and
Contractor will enter into a new Escrow Agreement on the same terms and conditions as
are set out in this Contract, with an alternative Escrow Agent who is acceptable to both
the Contract Authority/Customer and the Contractor.
9.4 The Contract Authority/Customer and Contractor may, upon giving 30 days prior written
notice to the Escrow Agent, jointly terminate this Contract, however no refund of
advance payment of the escrow fee will be payable.
10. Confidentiality
10.1 The Escrow Agent must not, except as permitted by this Contract, make public or
disclose to any person any information about this Contract, the agreement or the source
code.
10.2 The Escrow Agent must not reproduce, or cause to have reproduced, a copy of the
source code or any part thereof.
10.3 The obligations under this clause 10 of the Escrow Agreement, will survive termination
of this Contract.
11. Compliance with laws
The Escrow Agent, must in carrying out this Contract, comply with the provisions of any
relevant statutes, regulations, by-laws and requirements of any Commonwealth, State or local
authority.
12. Resolution of disputes
In event of a dispute arising under this Contract, the parties will consult with each other about
whether the dispute should be resolved in accordance with the procedures in the Government
Information Technology and Telecommunications Conditions contract framework (GITC 3)
as put in place with Contractors by the Contract Authority.
13. Applicable law
This Contract will be governed by and construed in accordance with the laws from time to
time in force in (insert name of applicable State or Territory).
14. Variation and waiver
14.1 This Contract shall not be varied except by agreement in writing signed by the Escrow
Agent, Contract Authority/Customer and Contractor.
14.2 A waiver by one party of a breach of a provision of this Contract by another party will
not constitute a waiver in respect of any other breach, or of any subsequent breach of
this Contract.
14.3 Failure of a party to enforce a provision of this Contract will not be interpreted to mean
that the party no longer regards that provision as binding.
15. Assignment
The Contractor and Escrow Agent, must not assign in whole or in part any responsibilities or
benefits under this Contract without the written consent of the Contract Authority/Customer.
16. Severability
Each provision of this Contract, will, unless the context requires otherwise, be read and
construed as a separate and severable part of the Contract, so that if any provision, or part of
any provision, is void or unenforceable for any reason, that provision, or part of provision,
will be severed and the remainder will be read and construed as if the severable provision, or
part of provision, had never existed.
17. Notices
17.1 A notice or other communication is properly given or served if the party delivers it by
hand, posts it or transmits a copy electronically (electronic mail) or by facsimile to the
address last advised by one of them to the other. Where the notice is given or served
electronically, the sending party must confirm receipt by some other means.
17.2 The address for service of notice for a party is:
In the case of the Contract Authority
Street address Insert street address
Postal address Insert postal address
In the case of the Contractor
Street address Insert street address
Postal address Insert postal address
In the case of the Escrow Agent
Street address Insert street address
Postal address Insert postal address
(or such other address as a party may notify to the other party in writing from time to time).
17.3 A notice or other communication is deemed to be received:
(a) if sent by post, at the time it would have been delivered in the ordinary course of the
post to the address to which it was sent; or
(b) if sent electronically or by facsimile, at the time the machine on which it has been
sent records that it has been transmitted satisfactorily; or
(c) if sent by a courier, when it is delivered to the address for service and a signature is
obtained from a representative of the party to whom the notice is addressed.
This Contract has been properly executed if the section below has been completed.
The parties listed below have executed this document on (insert date).
Signed for and on behalf of:
Name of the Contract Authority/Customer Insert the name of the Contract
Authority/Customer
Name of the representative Insert name of the representative
Position held Insert position held
Signature and date _____________ ___/___/___
In the presence of:
Name of the witness Insert the name of the witness
Position held Insert position held
Signature and date _____________ ___/___/___
Signed for and on behalf of:
Name of the Contractor Insert the name of the Contractor
A.C.N of Contractor Insert A.C.N of the Contractor
Name of the representative Insert name of the representative
Position held Insert position held
Signature and date _____________ ___/___/___
In the presence of:
Name of the witness Insert the name of the witness
Position held Insert position held
Signature and date _____________ ___/___/___
Signed for and on behalf of:
Name of the Escrow Agent Insert the name of the Escrow Agent
A.C.N of Escrow Agent Insert A.C.N of the Escrow Agent
Name of the representative Insert name of the representative
Position held Insert position held
Signature and date _____________ ___/___/___
In the presence of:
Name of the witness Insert the name of the witness
Position held Insert position held
Signature and date _____________ ___/___/___
ESCROW AGREEMENT
ATTACHMENT ONE
GITC T&C Clauses 7.8 and 10.10
DETAIL OF ESCROW FEE
The Escrow fee comprises the total of fees as set out below, as they are incurred from time to
time.
Deposit fee
Storage fee
Retrieval fee
Release fee
Collection fee
Method of payment:
State how the Escrow Agent will be paid for the above mentioned fees. For example, to be
paid annually in advance commencing on the date of this Contract (unless a lesser period of
advance payment is agreed.
ESCROW AGREEMENT
ATTACHMENT TWO
GITC T&C Clauses 7.8 and 10.10
DETAILS OF THE TYPES OF LICENSES FOR THE LICENSED SOFTWARE COVERED
BY THIS CONTRACT.
Type of license:
Describe the type of license, eg Perpetual license to use 10 copies, etc.
Details of licensed software to beheld in Escrow:
Source code description
Flow charts
Diagrams
Listings
ESCROW AGREEMENT
ATTACHMENT THREE
GITIC T&C Clauses 7.8 and 10.10
SUPPORTING MATERIAL
Insert details of support material relevant to the Licensed Software. For example, specify the
documentation required, the relevant maintenance, tools and third party utilities.