tafe co provider agreement template by GuJc2W

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									Co-Provider Agreement




    CO-PROVIDER AGREEMENT FOR THE DELIVERY OF TRAINING UNDER THE
                      VET QUALITY FRAMEWORK


                                BETWEEN


                         STATE OF QUEENSLAND
                            Represented by the
             Department of Education, Training and Employment
                               through the
                     <<insert name>>Institute of TAFE
                         (ABN <<insert number>>)


                                  AND


                           THE CO-PROVIDER
                         (ABN <<insert number>>)




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                                                 Agreement Number <<insert number>>
Co-Provider Agreement


                                                                     TABLE OF CONTENTS

 1.    INTERPRETATION ........................................................................................................................................................... 3
 2.    OBLIGATIONS AND ROLE OF THE CO-PROVIDER ............................................................................................... 7
 3.    OBLIGATIONS AND THE ROLE OF THE INSTITUTE .............................................................................................. 9
 4.    TERM .................................................................................................................................................................................. 9
 5.    PAYMENT FOR SERVICES ........................................................................................................................................... 9
 6.    INTELLECTUAL PROPERTY ....................................................................................................................................... 11
 7.    CONFLICT OF INTEREST AND CHANGE OF CONTROL ..................................................................................... 13
 8.    ADVERTISING ................................................................................................................................................................ 14
 9.    PERSONNEL ................................................................................................................................................................... 14
 10.   PROJECT MANAGEMENT ........................................................................................................................................... 15
 11.   CONFIDENTIAL INFORMATION AND PRIVACY .................................................................................................... 15
 12.   SECURITY AND ACCESS ............................................................................................................................................ 17
 13.   VARIATIONS ................................................................................................................................................................... 18
 14.   DEFAULT OF THE CO-PROVIDER ............................................................................................................................ 18
 15.   RISK AND INDEMNITY AND LIABILITY .................................................................................................................... 20
 16.   INSURANCE .................................................................................................................................................................... 20
 17.   UNAVOIDABLE DELAY ................................................................................................................................................ 21
 18.   NOTICES .......................................................................................................................................................................... 21
 19.   RESOLUTION OF DISPUTES ...................................................................................................................................... 21
 20.   LIQUIDATED DAMAGES .............................................................................................................................................. 22
 21.   COMPLIANCE MONITORING ...................................................................................................................................... 22
 22.   REASONABLE DIRECTIONS AND TRANSITIONING OUT................................................................................... 22
 23.   SKILLS TRANSFER ....................................................................................................................................................... 23
 24.   GENERAL PROVISIONS .............................................................................................................................................. 23




                                                                                                                                         Page 2 of 47
                                                                                                                  Agreement Number <<insert number>>
Co-Provider Agreement

 THIS AGREEMENT is made this ……<<insert calendar day>>……day of …<<insert month>>…, 20__

 <<Instructions: This Agreement should be signed not less than 2 weeks before the Training Program Start
 Date to enable preliminary approvals and compliance with the VET Quality Framework to be carried out (so
 that the Date of Agreement would normally be 2 weeks earlier than the Training Program Start Date>>

 BETWEEN

 STATE OF QUEENSLAND represented by the DEPARTMENT OF EDUCATION,TRAINING AND
 EMPLOYMENT through the <<insert name>> Institute of TAFE (ABN<<insert number>>)
                                                                                 (the “Institute”)
 AND

 <<INSERT FULL LEGAL NAME>>trading as <<insert trading name>> of <<insert street address (not a post
 box)>> (ABN <<insert number>>) (ACN <<insert number if a company, or delete>>)
                                                                                 (the “Co-Provider")
 (each referred to as a “Party” and collectively referred to as the “Parties”)


 BACKGROUND
 A.     The Institute is a NVR Registered Training Organisation and wishes to work with the Co-Provider in
        delivering certain training and educational services within the scope of the Institute’s registration.
 B.     The Institute and the Co-Provider have agreed to work together to provide the training and
        educational services on the terms and conditions contained in this Agreement, with the Institute as
        the Lead RTO.

 TERMS AND CONDITIONS
 1.     INTERPRETATION
 1.1    In the Agreement, the following definitions apply:-
        “Agreement” means this document including all schedules and annexures attached to it, as varied
        from time to time in accordance with its provisions.
        “Approved Training Site” means the site or sites specified in Item 3, Schedule 1, where delivery of
        the Training Program is to take place.
        “
        “AVETMISS” means the Australian Vocational Education And Training Management Information
        Statistical Standard.
        "Business Day" means any day other than a Saturday, Sunday or a day that is a public holiday
        in<<insert location of Institute>>.
        "Completion Date" means the date specified in Item 2, Schedule 1, for completion of the term of
        this Agreement.
        “Confidential Information” includes information that:
        (a)     is designated by a Party as confidential; or
        (b)     a Party knows or ought reasonably to know is confidential, from the nature of the information
                or circumstances of its disclosure, but excludes information that:
                (i)     is or becomes public knowledge other than by:
                        (A)     breach of this Agreement; or
                        (B)     any other unlawful means; or
                (ii)    is in the possession of a Party without restriction in relation to disclosure before the
                        date the information is received or accessed by that Party under and/or in
                        connection with this Agreement.

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                                                                        Agreement Number <<insert number>>
Co-Provider Agreement

     "Conflict of Interest"has the meaning given in clause 7.1.
     “Control”has the meaning given in clause 7.3.
     "Co-Provider"means the Party to this Agreement identified as the Co-Provider and includes the
     officers, employees, agents and authorised sub-contractors of the Co-Provider where the context
     requires.
     "Co-Provider’s Agent"means the person whose name, position and contact details are set out in
     Item 2.2, Schedule 4, or any other person substituted by the Co-Provider and notified to the Institute
     from time to time.
     "Co-Provider’s Representative" means the person whose name and/or position is set out in Item
     1.2, Schedule 4, or any other person substituted by the Co-Provider and notified to the Institute from
     time to time.
     “Date of Agreement”means the date specified in Item 1, Schedule 1, for the commencement of this
     Agreement and if no date is specified, then the last date a Party signs this Agreement.
     "Existing Training Product" means any material, howsoever stored or formatted, that is brought
     into existence independently of the Project or this Agreement prior to the Date of Agreement and
     supplied by a Party for the purpose of or in connection with the Project or this Agreement, including
     without limit any educational resources, books, documents, On-line Learning Resources,
     Trainingand Assessment Strategy documentation or computer software or information.
     “Fees” means the fees for the provision of the Training Services by the Co-Provider, as calculated
     and payable in accordance with clause 5 andItem 4, Schedule 1.
     “Force Majeure” means anything affecting a Party outside that Party's reasonable control including,
     but not limited to:
     (a)      fire, storm, flood, earthquake, explosion, war, invasion, rebellion, sabotage, epidemic, or
              failure or delay in transportation controlled by a third party; or
     (b)      any act or omission (including laws, regulations, disapprovals or failures to approve) of any
              third person (including but not limited to, subcontractors, customers, governments or
              government agencies),
     except where any act or omission referred to in (b) occurs, it will not be taken to be within the
     reasonable control of the affected Party merely because that Party forms part of the government or
     government agency performing the act or omission.
     “GST” means a goods and services tax imposed by or through the GST legislation.
     “GST Amount” means the amount of GST payable in respect of any taxable supply under this
     Agreement, calculated at the rate of GST under GST Legislation applicable at the time.
     “GST Legislation” means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any
     related tax imposition legislation (whether imposing a tax as a duty of customs excise or otherwise)
     and includes any legislation which is enacted to validate, recapture or recoup the tax imposed by any
     of such legislation.
     "Institute"is the Party to this Agreement identified as the Institute and includes the officers,
     employees, agents and authorised sub-contractors of the Institute where the context requires
     (excluding the Co-Provider, to avoid any doubt).
     "Institute’s Agent"means the person whose name, position and contact details is set out in Item
     2.1, Schedule 4, or any other person substituted by the Institute and notified to the Co-Provider from
     time to time.
     "Institute’s Consent"means prior written consent of the Institute which may be given subject to such
     terms and conditions as the Institute may see fit to impose.
     "Institute’s Records" includes any Training Product owned or supplied by the Institute and any
     other material including (without limitation) books, documents, computer software and information
     disclosed or made available by the Institute to the Co-Provider or a Specified Person in connection
     with the performance of the Agreement.




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                                                                    Agreement Number <<insert number>>
Co-Provider Agreement

     "Institute’s Representative"means the person whose name and/or position is set out in Item 1.1,
     Schedule 4, or any other person substituted by the Institute and notified to the Co-Provider from
     time to time.
     "Intellectual Property Rights"includes all copyright, trade mark, design, patent and all other
     proprietary rights, or any rights to registration of such rights existing in Australia, or elsewhere or as
     protected by statute from time to time, whether created before, on or after the Date of Agreement,
     but excludes Moral Rights.
     “ISAS” means the student management and information system entitled “TAFE Institute Student
     Administration System”.
     “Key Performance Indicator” or “KPI” means any performance indicators, milestones or targets
     required to be achievedby a Party under this Agreement, including without limit those set out in
     Schedule 5.
     “Lead RTO” means the NVR RTO responsible under this Agreementfor compliance with the VET
     Quality Framework and issuing VET Qualifications and VET Statements of Attainment.
     "Lead RTO Contribution"means the Institute’s contribution to the Project, as set out in Item 5,
     Schedule 1 and as more particularly set out in Table B of Annexure A to Schedule 1.
     “Learner” means a person who receives or will receive vocational education and training and
     participates in assessment as part of the Training Program.
     “Minimum Intake” means the minimum number of enrolments in the Training Program as set out in
     Item 3, Schedule 1, to be achieved by the Training Program Start Date, as evidenced by ISAS.
     "Moral Rights"means the right of integrity of authorship, the right of attribution of authorship and the
     right not to have authorship falsely attributed, more particularly as conferred by the Copyright Act
     1968 (Cth), and rights of a similar nature anywhere in the world whether existing at the Date of
     Agreement or which may come into existence on or after the Date of Agreement.
     "New Training Product" means any material, howsoever stored or formatted, that is created,
     developed, written or otherwise brought into existence, by or on behalf of a Party for the purpose of
     or in connection with the Project or this Agreement, including without limit any educational resources,
     records, books, documents, Training Records, On-line Learning Resources, Training and
     Assessment Strategy documentation or computer software or information.
     “NVR Act”means theNational Vocational Education and Training Regulator Act 2011, and its
     legislative instruments as amended from time to time.
     “NVR Registered Training Organisation” or “NVR RTO”means a “NVR registered training
     organisationas defined in the NVR Act.
     "On-line Learning Resource"includes all Trainingand Assessment Strategy documentation and any
     other materials required to complete delivery of or participation in a Unit of Competency in an
     electronic environment.
     "Physical Resources"includes air-conditioned classrooms, adequate computers, electronic
     equipment, instruments and computer software.
     "Project" means all activities connected with the provision of the Training Program to Learners by
     the Parties pursuant to this Agreement.
     “VETQualification” has the meaning given in the NVR Act.
     “RPL” or “Recognition of Prior Learning” has the meaning given in the VET Quality Framework;
     currently in SNR3 of the Standards for NVR Registered Training Organisations 2011.
     "Specified Person"means any officer, employee, agent or authorised sub-contractor of the Co-
     Provider approved to provide or deliver the Training Services if specified in Item 1, Schedule 3, or
     as otherwise approved by the Institute under clause 9.
     “Specified Person Profile” means,in relation to a person the Co-Provider nominates to be a
     Specified Person, the profile of that person that is completed in accordance with Item 2, Schedule 3
     and outlines the person’s experience, VET Qualifications and achievements substantially in the form
     set out in Annexure A, Schedule 3.

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                                                                      Agreement Number <<insert number>>
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       “Total Contract Value” means the maximum amount payable by the Institute to the Co-Provider
       under this Agreement, if specified in Item 4A of Schedule 1.
       "Training and Assessment Strategy" has the meaning given in the VET Quality Framework;
       currently in SNR3 of the Standards for NVR Registered Training Organisations 2011.“Training
       Package” ” has the meaning given in the VET Quality Framework; currently in SNR3 of the
       Standards for NVR Registered Training Organisations 2011.
       "Training Product"means any material supplied, created or developed in connection with the
       Project or this Agreement and includes all New Training Product and Existing Training Product.
       “Training Program” means a training and educational program comprised of any Training Package,
       VET Accredited Course, VET Qualification, Units of Competency, and/or RPL to be delivered as part
       of the Project and as more particularly set out in Item3, Schedule 1.
       “Training Program Finish Date” means the date specified in Item 3(e), Schedule 1, for completing
       delivery of the Training Program as part of the Training Services.
       “Training Program Start Date” means the date specified in Item 3(d), Schedule 1, for commencing
       delivery of the Training Program as part of the Training Services.
       “Training Records” means all records concerning the provision of the Training Services required to
       be kept by the Co-Provider under this Agreement, including as set out in Item 6, Schedule 1.
       "Training Services"means all training, activities and resources, including without limitthe provision
       of the Training Program to Learners, to be delivered or provided by the Co-Provider for the Project
       under this Agreement and as set out inItem 3, Schedule 1 and Table A ofAnnexure A to Schedule
       1.
       “Unit ofCompetency” means one or more Units of Competency listed in Schedule 1.
       “User Choice” in reference to an agreement, means an agreement made under a program entitled
       ‘User Choice’ that is funded by both Commonwealth and Queensland governments and
       enablesapprentices or trainees to undertake negotiated training for VET Qualifications with theNVR
       RTO of their choice.
       “VET Accredited Course” has the meaning given in the NVR Act.
       “VET Quality Framework” has the meaning given by the NVR Act
       “VET Regulator” has the meaning in section 3 of the NVR Act and includes the Australian Skills
       Quality Authority (“ASQA”)
       “VETStatement of Attainment” has the meaning given by the NVR Act.
 1.2   A covenant or agreement on the part of two or more persons will be deemed to bind them jointly and
       severally. For the avoidance of any doubt, nothing in this clause 1.2 will be taken to bind the Parties
       jointly, or jointly and severally.
 1.3   A reference to a person includes a reference to corporations and other entities recognised by law.
 1.4   In the case of any inconsistency between a Schedule and a clause in this document, the provisions
       of the clause will prevail to the extent of any inconsistency.
 1.5   A reference to a statute, regulation, ordinance or by-law extends to all statutes, regulations,
       ordinances or by-laws amending, consolidating or replacing it.
 1.6   A reference to the Institute and any government Institute or entity or other authority, association and
       body, whether statutory or otherwise (“Body”), must in the event of any such Body ceasing to exist
       or being reconstituted, renamed or replaced or the powers or functions of that Body being transferred
       to any other Institute, entity, authority, association or body (“New Body”), be deemed to refer
       respectively to the New Body established or constituted in lieu of the original Body and succeeding,
       or as nearly as may be, to the powers or functions of the original Body.
 1.7   Where under or pursuant to this Agreement the day on or by which any act, matter or thing is to be
       done is not a Business Day, such an act, matter or thing may be done on the next Business Day.
 1.8   Where a word or phrase is given a particular meaning in the Agreement, other parts of speech and
       grammatical form of that word or phrase have a corresponding meaning.

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                                                                       Agreement Number <<insert number>>
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 1.9    A reference to a clause, schedule or attachment is a reference to a clause, schedule or attachment
        to the Agreement and includes any amendment to same made in accordance with the Agreement.
 1.10   All monetary amounts referred to in this Agreement are expressed and payable in Australian dollars.


 2.     OBLIGATIONS AND ROLE OF THE CO-PROVIDER
 2.1    The Co-Provider must provide the Training Services in a competent and professional manner and in
        accordance with:
        (a)     the terms and conditions of this Agreement; and
        (b)     therequirements of the VET Quality Framework;
        (c)     compliance requirements in any User Choice agreement of the Institute relevant to the
                Project, if those compliance requirements are notified to the Co-Provider;
        (d)     the Training and Assessment Strategy.
 2.2    Without limit to any other provision of this Agreement, the Co-Provider must:
        (a)     comply with any requirements of this Agreement;) VET Regulator, in relation to VET Quality
                Framework compliance monitoringand/or the outcomes of an audit;
        (b)     cooperate fully with the Institute to enable the Institute to carry out the Lead RTO
                Contribution and perform its VET Quality Framework compliance monitoring tasks, including
                as set out in Annexure A, Schedule 1. This includes, but is not limited to, complying with
                requirements imposed on the Institute by ASQA after audit relevant to this Agreement;
        (c)     if the Co-Provider is to develop a Training and Assessment Strategy under Table B of
                Annexure A, Schedule 1, reach agreement with the Institute as to the contents of that
                Training and Assessment Strategy to be used in delivering the Training Services not less
                than 10 Business Days prior to the Training Program Start Date;
        (d)     provide or ensure it has provided to the Institute a Specified Person Profile for each person
                listed in Item 1, Schedule 3, for the Institute’s Consent on or before the Date of Agreement
                or in any event not less than 10 Business Days before the Training Program Start Date,
                whichever is the earlier; and
        (e)     ensure thateach Specified Person who delivers training or assessment as part of the
                Training Services has and maintains throughout the Term:
                (i)     the necessary training and assessment competencies as determined by the National
                        Skills Standards Council’s (or its successors);
                (ii)    the relevant vocational competencies at least to the level being delivered or
                        assessed as part of the Training Services and as required in Schedule 3; and
                (iii)   can demonstrate current industry skills directly relevant to the training and/or
                        assessment being undertaken; and
                (iv)    continual development of their vocational, educational and training (VET)knowledge
                        and skills as well as their industry currency and trainer/assessor competence; and
        (f)     continuously seek to improve services and products delivered to Learners by collecting,
                analysing and acting on relevant data.
 2.3    The Co-Provider must deliver the Training Services at the Approved Training Site and will ensure
        that all Physical Resources reasonably necessary for delivery of the Training Program and as
        required by the VET Quality Framework are available and appropriate for the Project and in place at
        the Approved Training Site by the Training Program Start Date.
 2.4    The Co-Provider must ensure that all Training Product supplied, created or developed by the Co-
        Provider:
        (a)     is the latest version of that Training Product available and is version-controlled;



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       (b)     is suitable and appropriate for delivery of the Training Program having regard to the needs of
               the industry to which the training relates;
       (c)     delivers the services and products necessary to meet the needs of Learners and Students as
               established by the Institute in consultation with Learners;
       (d)     complies with applicable Standards;
       (e)     complies with any minimum requirements or policies of the Institute notified by the Institute to
               the Co-Provider prior to the Training Program Start Date, or as reasonably updated by the
               Institute from time to time; and
       (f)     is submitted by the Co-Provider for the Institute’s Consent prior to the Training Program Start
               Date.
 2.5   In relation to Training Product supplied, created or developed by the Co-Provider, the Co-Provider
       must map or ensure that such Training Product is mapped against and suitable for the Units of
       Competency in the Training Programand complies with the Training and Assessment Strategy and
       the reasonable directions of the Institute in this regard.
 2.6   The Co-Provider will ensure that any training gap or deficiency identified by either Party in relation to
       Training Product supplied, created or developed by the Co-Provider is rectified by the Co-Provider
       and a rectified version of the Training Product and compliance report provided to the Institute’s
       Agent:
       (a)     prior to the Training Program Start Date, in the case where the Institute’s Consent has been
               withheld in relation to Training Product supplied under clause 2.4(e); or
       (b)     in all other cases, promptly upon the training gap or deficiency being identified.
 2.7   As part of delivery of the Training Services, the Co-Provider must:
       (a)     use the forms provided by the Institute listed in Item 5, Schedule1, as amended or updated
               by the Institute from time to time;
       (b)     ensure completion, collection and retention of the Training Records as specified in Item 6,
               Schedule 1, or as otherwise directed by the Institute from time to time;
       (c)     provide Training Records to the Institute upon its request at any time during this
               Agreement,including to support claims for the payment of Fees under Item 4, Schedule 1,
               and in any event upon termination or completion of this Agreement;
       (d)     usethe Institute’s Records solely for the purposes and duration of this Agreement and in
               accordance with its provisions;
       (e)     if requested by the Institute’s Agent upon termination or expiration of this Agreement,return
               or destroy all of theInstitute’s Records and within two (2) Business Days of receipt notice of
               the request;
       (f)     comply with all relevant legislation, regulatory requirements, professional standards and
               guidelines about health, personal care, physical environment and safety systems in relation
               to the Approved Training Site during delivery of the Training Services;
       (g)     comply with the policies and procedures of the Institute relevant to the Training Services as
               notified to the Co-Provider from time to time before or during the term of this Agreement; and
       (h)     without limiting any other provision of the Agreement, ensure that the Institute’sprocedure
               entitled “HRM-PR-010: Working With Children Check - Blue Cards”, as notified by the
               Institute to the Co-Provider, is complied with and that the Co-Provider and/or relevant
               Specified Persons hold blue cards, where any part or all of the Training Program is delivered
               to children (person under 18 years of age).
 2.8   The Co-Provider must comply with any changes to the VET Quality Frameworkadvised by the
       Institute to Co-Provider from time to time, within a time specified by the Institute.
 2.9   The Co-Provider will use best endeavours to:
       (a)     inform itself of and keep up to date with the requirements of theVET Quality Framework;


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        (b)     cooperate with and provide all assistance reasonably necessary to enable the Institute to
                comply with its obligations in clauses 3.3 and 3.4; and
        (c)     not to do anything or fail to do anything that might cause the Institute not to comply with
                theVET Quality Framework ,
        and the provisions of clause 2.8 do not alleviate the Co-Provider of the obligations set out in this
        clause 2.9.
 2.10   If the Co-Provider is a NVR RTO, or a training organisation operating under the jurisdiction of a VET
        Regulator, the Co-Provider must immediately notify the Institute if a Sanction is imposed onit. In this
        clause 2.10,”Sanction” includes but is not limited to actions of a VET Regulator of the nature of an
        administrative sanction issued by ASQA described in sections 36-40 of the NVR Act or conviction of
        an offence under the NVR Act or other legislation that regulates the organisations provision of
        vocational education and training.
 2.11   The Co-Provider must achieve all KPI’s required under this Agreement in the performance or
        purported performance of the Training Services.
 2.12   For the avoidance of any doubt, the Co-Provider acknowledges and accepts that it must not:
        (a)     enrol or purport to enrol any prospective Learner in the Training Program; or
        (b)     issue or purport to issue any VET Qualification, VET Statement of Attainment or result of
                assessment to a Learner.


 3.     OBLIGATIONS AND THE ROLE OF THE INSTITUTE
 3.1    The Institute is the Lead RTO for the Project.
 3.2    The Institute will provide the Lead RTO Contribution identified in Item 5, Schedule 1.
 3.3    As Lead RTO for the Project the Institute is responsible for ensuring compliance with the VET Quality
        Framework in relation to the Project.
 3.4    As Lead RTO for the Project the Institute has sole responsibility for:
        (a)     the enrolment of prospective Learners into the Training Program;
        (b)     issuingVET Qualifications, VET Statements of Attainment and results of assessment to
                Learners.
 3.5    Notwithstanding that the Institute will provide the Lead RTO Contribution to the Project under this
        Agreement, the Co-Provider acknowledges and accepts that the Institute is relying on the Co-
        Provider’s skills, professionalism and judgement for the delivery of the Training Services.
 3.6    The Institute will comply, and will ensure its staff complies, with the reasonable and lawful directions
        of the Co-Provider or its security personnel concerning safety and security when at the Approved
        Training Site, if that site is at the premises of the Co-Provider.


 4.     TERM
 4.1    The Agreement will commence on the Date of Agreement and, unless terminated earlier in
        accordance with this Agreement, will expire on the Completion Date.


 5.     PAYMENT FOR SERVICES
 5.1    The Co-Provider will provide the Training Services for the Fees on the terms and conditions set out
        in this Agreement, provided however that the total amount of the Fees combined with the total
        amount of any permitted Additional Expenses must not exceed the Total Contract Value.
 5.2    Without limiting any other right the Institute may have under this Agreement, where there are
        reasonable grounds for doubting the Co-Provider's compliance with this Agreement the Institute may


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        withhold payment of the Fees to the Co-Provider until it is satisfied that the Co-Provider has
        complied with its obligations.
 Invoicing
 5.3    The Institute will conduct reconciliations and will generate payments to the Co-Provider of the Fees
        in the manner and at the times specified in Item 4, Schedule 1, subject to:
        (a)     the receipt of correctly rendered tax invoices from the Co-Provider;
        (b)     the Co-Provider meeting its obligations under this Agreement;
        (c)     the amount of the Fees combined with the amount of any permitted Additional Expenses not
                exceeding the Total Contract Value.
 5.4    A tax invoice is correctly rendered for the purposes of clause 5.3 and 5.8 if:
        (a)     the amount of Fees claimed in the invoice is properly due for payment under the Agreement
                and, when combined with the amount of any permitted Additional Expenses and previous
                invoiced amounts, does not in any event exceed the Total Contract Value;
        (b)     the amount of Fees claimed in the invoice is correctly calculated in accordance with the
                Agreement;
        (c)     the invoice correctly identifies the services provided as part of the Training Services provided
                by the Co-Provider for which Fees are claimed in the invoice; and
        (d)     complies with the requirements of GST Legislation relevant to tax invoices.
 5.5    If any invoice from the Co-Provider is found to have been incorrectly rendered prior to its payment
        then the Institute will notify the Co-Provider of this within 30 days after receipt of the invoice and the
        Co-Provider must promptly upon receiving such notice re-issue the invoice so that it complies with
        clause 5.4.
 5.6    If any invoice from the Co-Provider is found to have been incorrectly rendered after payment
        (whether before or after the 30 day period mentioned in clause 5.5), the amount of any
        underpayment or overpayment of Fees may be:
        (a)     in the case of underpayment, recovered from the Institute by payment from the Institute to
                the Co-Provider upon demand;
        (b)     in the case of overpayment,
                (i)      recovered from the Co-Provider by payment from the Co-Provider to the Institute
                         upon demand; or
                (ii)     offset by the Institute against the amount due under any subsequent invoice from the
                         Co-Provider without further reference to the Co-Provider,
        and this clause is without limit to any other applicable means of recovery.
 5.7    Additional Expenses
        (a)     The Institute will not pay for any additional expenses incurred by the Co-Provider in
                complying with this Agreement or delivering the Training Services, unless otherwise set out
                in Item 4, Schedule 1, or with the Institute’s Consent (“Additional Expenses”).
        (b)     If Additional Expenses are permitted under clause 5.7(a), the Co-Provider must support each
                claim for such Additional Expenses with receipts, records and information relevant to the
                claim as requested by the Institute. The Institute will not be liable to pay such Additional
                Expenses to the Co-Provider if:
                (i)      the Co-Provider does not supply sufficient receipts, records and information
                         supporting the claim to the satisfaction of the Institute; and/or
                (ii)     theamount of Additional Expenses combined with the amount of Fees invoiced
                         exceeds the Total Contract Value, to the extent of any amount in excess of the Total
                         Contract Value.



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                                                                         Agreement Number <<insert number>>
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 GST
 5.8   The Parties acknowledge that:
       (a)     GST may be payable on the supply of goods and/or services under this Agreement;
       (b)     monetary obligations and amounts referred to in the Agreement are exclusive of GST
               (unless otherwise stated);
       (c)     where GST is payable upon any supply of goods and/or services under this Agreement, the
               Fees payable by the Institute to the Co-Provider for the supply will be adjusted in accordance
               with paragraphs (d) to (f);
       (d)     the Co-Provider must pass on to the Institute the benefits of any GST Legislation changes
               and adjust the consideration payable by the Institute under this Agreement;
       (e)     subject to the Co-Provider issuing a correctly rendered invoice, the Fees payable by the
               Institute to the Co-Provider for the supply (after adjustment for any benefits under paragraph
               (d)) will be increased by the GST Amount and the Co-Provider must remit the GST Amount
               to the Commissioner for Taxation in accordance with the GST Legislation;
       (f)     the Parties must exchange such information as is reasonably necessary for each to make a
               reasonable assessment of the benefits under paragraph (d)and the GST amount; and
       (g)     the Co-Provider will ensure that all invoices rendered to the Institute under this Agreement
               are in a format that identifies any GST payable and which permit the Institute to claim an
               input tax credit.


 6.    INTELLECTUAL PROPERTY
 6.1   Right and title to all New Training Productand Intellectual Property Rights in that New Training
       Product, including each and every stage of design and production of it, will upon creation vest solely
       in the Institute, unless the ownership of New Training Product (excluding Training Records)
       andIntellectual Property Rights in it is otherwise specified in Item 1, Schedule 2. For the avoidance
       of any doubt, Training Records and Intellectual Property Rights in them, including each and every
       stage of design and production, will upon creation vest solely in the Institutedespite anything
       specified to the contrary in Item 1, Schedule 2, or the other sub-clauses within this clause 6.
 6.2   The Institute grants, and will ensure that relevant third parties grant, to the Co-Provider a world-wide,
       paid up, non-exclusive, non-transferable licence to use and reproduce:
       (a)     anyNew Training Product solely owned by the Institute under clause 6.1; and
       (b)     unless clause 6.6 applies, any Existing Training Product supplied by the Institute, but only in
               conjunction with or as part of New Training Product,
       solely for the purposes and duration of the Co-Provider’s performance of the Training Services.
 6.3   If specified in Item 1, Schedule 2, right and title to Intellectual Property Rights in all New Training
       Product other than Training Records, including each and every stage of design and production of
       such New Training Product, will upon its creation vest solely in the Co-Provider and the Co-Provider
       grants to the Institute a worldwide non-exclusive, non-transferable, irrevocable and paid-up licence to
       use, reproduce, communicate to the public, adapt and exploit the New Training Product so specified
       for the purposes of the Institute (including the right to sub-licence), subject to the restrictions or
       conditions specified in Item 3, Schedule 2 (if any).
 6.4   Unless clauses 6.5 and 6.6 apply, the Co-Provider grants, and will ensure that relevant third parties
       grant, to the Institute an irrevocable world-wide paid up non-exclusive, non-transferable licence to:
       (a)     use, reproduce, communicate to the public and adapt for its own use; and
       (b)     perform any other act with respect to copyright in; and
       (c)     manufacture, sell, hire or otherwise exploit a product or process or to provide a service or to
               licence a third party to do any of those things in respect of,



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        the Existing Training Product supplied by the Co-Provider, but only in conjunction with or as part of
        the New Training Product (and any further development of that New Training Product).
 6.5    If specified in Item 1, Schedule 2, right and title to Intellectual Property Rights in all New Training
        Product other than Training Records, including each and every stage of design and production of
        such New Training Product, will vest in the Co-Provider and the Institute as tenants in common in
        equal shares, or in such other proportion if specified in Item 2, Schedule 2.
 6.6    If the Parties co-own Intellectual Property Rights in New Training Product (excluding Training
        Records) under clause 6.5 (“Co-owned IP”), each Party grants to the other Party an irrevocable
        world-wide paid up non-exclusive, non-transferable licence:
        (a)     to use, reproduce, communicate to the public and adapt for its own use; and
        (b)     to perform any other act with respect to copyright; and
        (c)     to manufacture, sell, hire or otherwise exploit a product or process or to provide a service or
                to licence a third party to do any of those things in respect of,
        the Co-Owned IP and any Existing Training Product supplied by the licensor Party, but only in
        conjunction with or as part of the Co-Owned IP (and any further development of that Co-Owned IP),
        subject to the restrictions or conditions specified in Item 4, Schedule 2 (if any).
 6.7    Nothing in this Agreement affects the ownership of Intellectual Property Rights in Existing Training
        Product.
 6.8    Where the Co-Provider is an individual, the Co-Provider consents to any act or omission of the
        Institute in the exercise of any right or licence granted under this Agreement that might otherwise
        constitute an infringement of the Co-Provider’s Moral Rights.
 6.9    Without limiting clause 6.8, the Co-Provider consents, in relation to any Training Product authored by
        the Co-Provider, to:
        (a)     the Institute determining at its sole discretion whether or not the Co-Provider will be
                attributed as author of works comprised in the Training Product and, if the Co-Provider will
                be attributed, the attribution will occur in a form and manner acceptable to the Institute;
        (b)     any amendment, deletion/destruction, alteration, modification, development, relocation or
                selection of part or all of the Training Product at the discretion of the Institute;
        (c)     the publication or communication of part or all of the Training Product; and
        (d)     to the specific acts or omissions set out in Item 5, Schedule 2 (if any).
 6.10   Prior to an individual commencing work in respect of the New Training Product on behalf of the Co-
        Provider (“Individual”) and before supplying any Existing Training Product for the Project, the Co-
        Provider must use best endeavours to obtain from that Individual and any author of the Existing
        Training Product (“Author”), in writing, and provide to the Institute, upon request:
        (a)     all consents, permissions and assignments to enable the Institute to exercise in full, without
                cost to the Institute and without impediment, any right or licence granted under this clause 6;
                and
        (b)     without limiting paragraph (a), a written signed consent to any act or omission (including the
                specific acts or omissions set out in clause 6.9(a) to 6.9(d), but as though the Individual or
                Author is in the place of the Co-Provider) that would otherwise infringe the Moral Rights of
                that Individual or Author. If requested by the Institute, such consent will be in the form set
                out in Schedule 7 and must include the specific acts or omissions set out in Item 5,
                Schedule 2 (if any).




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 6.11   Where an Author refuses to provide their consent as required in clause 6.10, the Co-Provider must
        notify the Institute and comply with any request by the Institute not to supply or use the Existing
        Training Product created by that Author for the Project.
 6.12   Where an Individual refuses to provide their consent as required in clause 6.10, the Co-Provider
        must notify the Institute and comply with any request by the Institute not to permit the Individual to do
        any work in respect of or that may result in the New Training Product.
 6.13   Each Party warrants that:
        (a)     to the best of its actual knowledge and without conducting any formal searches of Intellectual
                Property Rights registers, it is entitled to grant the rights and licencesin the manner
                contemplated by this clause 6 to the other Party and the granting or exercise of such rights
                or licences will not infringe the Intellectual Property Rights of any third party;
        (b)     it has not dealt with the Training Product supplied, created or developed by it in a manner
                inconsistent with the rights referred to in clause 6.13(a);
        (c)     it will not deal with Training Product supplied, created or developed by it in a manner
                inconsistent with the rights or licences referred to in clause 6.13(a); and
        (d)     it will promptly notify the other Party upon becoming aware of a threatened or actual claim or
                breach in connection with Intellectual Property Rights in any Training Product.
 6.14   This clause will survive termination or expiration of this Agreement.


 7.     CONFLICT OF INTEREST AND CHANGE OF CONTROL
 7.1    The Co-Provider warrants that, to the best of its knowledge, information and belief, it does not and
        will not engage in any activity and has not and will not obtain any interest that is in conflict with
        providing the Training Services to the Institute fairly, objectively and independently (“Conflict of
        Interest”) and that no Conflict of Interest exists or is likely to arise during the Agreement. If a
        Conflict of Interest or risk of Conflict of Interest arises at any time (without limitation because of work
        undertaken for any person other than the Institute) the Co-Provider must promptly notify the
        Institute’s Agentof the details and nature of the Conflict of Interest.
 7.2    The Co-Provider must take all reasonable measures to ensure Specified Persons do not have and
        are not likely to have a Conflict of Interest before the Date of Agreementor at any time during the
        Agreement. If a Conflict of Interest or risk of Conflict of Interest arises at any time in respect of any
        Specified Person, the Co-Provider must promptly notify the Institute’s Agent of the details and nature
        of the Conflict of Interest.
 7.3    The Co-Provider must promptly notify the Institute’s Agent of any actual or proposed change in
        Control of the Co-Provider promptly upon becoming aware of the change or proposal for the change.
        For the purposes of this Agreement, “Control” in relation to control of the Co-Provider by a person or
        entity (“Controlling Entity”) means the Controlling Entity has the capacity to determine the outcome
        of decisions about the Co-Provider’s financial and operating policies, including without limit as
        evidenced by:
        (a)     the right to control of the composition of the Co-Provider’s board of directors;
        (b)     the right to receive at least 50% or more of the dividends or income of the Co-Provider;
        (c)     the right to exercise reserve powers of direction in relation to any conduct or activity of the
                Co-Provider;
        (d)     the right to cast or control the casting of at least 50% or greater of the maximum number of
                votes at a general meeting; or
        (e)     a direct or indirect ownership share of 50% or more.
 7.4    Where the Institute’s Agent receives notification of or otherwise becomes aware that:
        (a)     the Co-Provider is or will be subject to a change of Control; or
        (b)     the Co-Provider or a Specified Person has a Conflict of Interest;


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       the Institute may proceed under clause 14 of the Agreement to terminate the Agreement.


 8.    ADVERTISING
 8.1   The Co-Provider will only advertise or promote the Project if requested by the Institute, or otherwise
       with the Institute’s Consent.
 8.2   If the Institute requests or the Institute’s Consent is granted under clause 8.1, Co-Provider must
       ensure that:
       (a)     it uses only marketing material and other information provided to the Co-Provider as part of
               the Lead RTO Contribution to promote the Project, unless otherwise with the Institute’s
               Consent; and
       (b)     all promotional materials for the Project used by the Co-Provider with the Institute’s Consent
               comply with the Institute's specifications, as notified by the Institute to the Co-Provider from
               time to time.
 8.3   Promptly upon any request by the Institute, the Co-Provider must cease using the Institute’s logo or
       branding or cease publication of and use best endeavours to withdraw from circulation any and all
       advertising or promotional material relating to any part or the entire Project.
 8.4   Each Party grants its consent (and such consent may be withdrawn by notice to the other Party at
       any time) to the use of its logo or branding by the other Party, but only to carry out marketing
       permitted under clauses 8.1 and 8.2 during the term of this Agreement and subject to any restrictions
       notified to by the owning Party to the other Party from time to time.
 8.5   This clause will survive the termination or expiration of this Agreement.


 9.    PERSONNEL
 9.1   The Co-Provider must ensure that the Training Services are delivered solely by Specified Persons
       and/or, if the Co-Provider is an individual, the Co-Provider.
 9.2   To ensure that the Institute meets VET Quality Frameworkcompliance requirements in relation to the
       Training Program, all Specified Persons and proposed Specified Persons must complete a Specified
       Person Profile in the form inAnnexure A ofSchedule 3and provide it to the Institute for approval
       prior to commencing any work in relation to the Training Program.
 9.3   The Co-Provider must not substitute any Specified Person without the Institute’s Consent and
       subsequent provision of documentation required for compliance with the VET Quality
       Framework,such documents to be retained by the Institute.
 9.4   Without limiting the scope of clause 9.3, the Institute may, acting reasonably, notify the Co-Provider
       to:
       (a)     remove any Specified Person from delivering Training Services or working on the Project;
               and
       (b)     arrange for a replacement of the Specified Person referred to in clause 9.4(a), with a person
               satisfactory to the Institute (who, ifapproved by the Institute under clause 9.3, will become a
               Specified Person) at no additional cost to the Institute.
 9.5   Without limiting the scope of clause 9.3, the Co-Provider must notify the Institute promptly upon
       becoming aware that:
       (a)     a Specified Person will no longer be available for the Training Services or the Project; or
       (b)     the Co-Provider wishes to replace a Specified Person,
       and, in the case of either sub-clauses 9.5 (a) or (b), the Co-Provider must include in the notification
       the details of a proposed substitute person and their completed Specified Person Profile as required
       by clause 9.2.
 9.6   If the Parties cannot agree ona person to replace a Specified Person within:

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        (a)     5 Business Days after the date that the Co-Provider notifies the Institute of a substitute
                person under clause 9.5, unless the Institute’s Consent is granted for a longer period; or
        (b)     10 Business Days after the date that the Institute notifies the Co-Provider to replace a
                Specified Person under clause 9.4, or such other longer period if specified by the Institute in
                the notice,
        the Institute may proceed under clause 14 of the Agreement to terminate the Agreement.


 10.    PROJECT MANAGEMENT
 10.1   The Institute and the Co-Provider eachappoint as their representativesresponsible for all Agreement
        related matters, the persons nominated in Items 1.1 and 1.2, Schedule 4(respectively).
 10.2   The Institute appoints the Institute’s Agent as the contact person for any matter concerning delivery
        of the Training Services.
 10.3   The Co-Provider appoints the Co-Provider’s Agent to manage delivery of the Training Services and
        the Specified Persons delivering the Training Services.
 10.4   The Co-Provider will ensure that the Co-Provider’s Agent will:
        (a)     liaise with and report to the Institute’s Agent;
        (b)     regularly review progress of the delivery of the Training Services and provide monthly written
                reports of such progress (unless otherwise permitted by the Institute’s Agent) to the
                Institute’s Agent; and
        (c)     attend regular meetings and briefings with the staff of the Institute and include Specified
                Persons as reasonably required by the Institute’s Agent.
 10.5   The Co-Provider must:
        (a)     provide appropriate mechanisms and services for Learners to have concerns reviewed and
                addressed where appropriate;
        (b)     ensure that complaints and appeals are dealt with and addressed efficiently and effectively;
        (c)     notify the Institute of any Learner complaints about the Training Services, the Co-Provider,
                Specified Persons or the contractors, agents or representatives of the Co-Provider within 14
                days of receipt of such complaint.
 10.6   The Co-Provider will comply with the reasonable requirements of the Institute notified to the Co-
        Provider in response to any Learner complaint referred to in clause 10.5, or any other Learner
        complaint that comes to the attention of the Institute.
 10.7   The Co-Provider will manage its operations and activities to ensure that Learners receive the
        services and products detailed in their agreement with the Institute. In addition, the Co-Provider will
        use a systematic and continuous improvement approach to the management of its operations.


 11.    CONFIDENTIAL INFORMATION AND PRIVACY
 Confidentiality and Disclosure
 11.1   Each Party, in relation to the Confidential Information of the other Party, must:
        (a)     keep the Confidential Information in a secure location so that no unauthorised person is able
                to gain access to it;
        (b)     return or destroy the Confidential Information upon request by other Party within two (2)
                Business Days of notice of the request; and
        (c)     ensure the Confidential Information is kept secure and is not disclosed to any person other
                than its officers, employees, personnel, sub-contractors or agents who have a need to know
                for the performance of this Agreement and who are made aware of and agree to comply with
                the obligations of this clause 11, provided however that it will not be a breach of this clause if
                a Party discloses the Confidential Information:
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        (d)     asauthorised or required by law or Court order;
        (e)     by prior written consent of the other Party; or
        (f)     to the Minister responsible for the Institute, or his/her staff or advisers, or is further disclosed
                by the Minister in Parliament,
        or where a Party retains the Confidential Information as required by law.
        The Co-Provider acknowledges and agrees that the Institute and/or the Department of Education,
        Training and Employment are authorised to disclose information and documents under the Right to
        Information Act 2009 (“RTI Act”), including (without limitation) in the following circumstances:
        (a)     in accordance with the Department of Education and Training’s publication scheme made in relation to
                the RTI Act;
        (b)     when the Director-General of the Department of Education, Training and Employment or his/her
                delegate decides that access to documents be given to a person who has applied for access to those
                documents under the RTI Act;
        (c)     by publication on the Department of Education, Training and Employment’s disclosure log under the
                RTI Act; and
        (d)     in accordance with the Department of Education, Training and Employment’s policies and practices
                adopted from time to time as a consequence of the RTI Act.
        In this clause 11.1, terms used have the same meaning assigned to them in the RTI Act (unless the context
        otherwise requires).
 Privacy and Personal Information
 11.2   For the purposes of clause 11.3, “personal information” means information or an opinion (including
        without limitation information or an opinion forming part of a database), whether true or not, and
        whether recorded in a material form or not, about an individual whose identity is apparent, or can
        reasonably be ascertained, from the information or opinion and other terms used shall (unless the
        context otherwise requires) have the meaning assigned to them in the Information Privacy Act 2009
        (“IP Act”),
 11.3   Where the Co-Provider collects or has access to the personal information of an individual in order to
        fulfil its obligations under this Agreement, it must:
        (a)     comply with Parts 1 and 3 of Chapter 2 of the IP Act in relation to the discharge of its
                obligations under this Agreement as if it were the Institute;
        (b)     provide a notice to the individual in the form and manner advised by the Institute when
                collecting personal information;
        (c)     obtain the prior written consent of each Learner to provide to the Institute all of the Learner’s
                information, assessments, results and any other work created in connection with the
                Learner’s participation in the Training Program;
        (d)     without limiting the generality of the foregoing, and unless required or authorised by law:
                (i)      not use personal information other than for the purposes of this Agreement;
                (ii)      not disclose personal information without the prior written consent of the Institute [or
                         any other persons authorised in writing by the Institute – who is this intended to refer
                         to];
                (iii)    not transfer personal information outside Australia without the prior written consent
                         of the Institute;
        (e)     ensure that:
                (i)      only authorised personnel have access to personal information and that access to
                         personal information is restricted to those of its employees and officers who require
                         access in order to perform their duties;
                (ii)     its officers and employees do not access, use or disclose personal information other
                         than in the performance of their duties;

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                (iii)    its permitted sub-contractors who collect or have access to personal information
                         comply with obligations the same as those imposed on the Co-Provider under this
                         clause 11.3;
        (f)     make its officers, employees, agents and subcontractors and Specified Persons aware of the
                Co-Provider’s obligations under this clause including, when requested by the Institute,
                requiring those employees, agents and subcontractors and Specified Persons to promptly
                sign a privacy deed in a form acceptable to the Institute;
        (g)     indemnify the Institute from and against any liability or costs incurred or suffered by the
                Institute arising from a breach of this clause by the Co-Provider, without limit to the operation
                of any other provision of this Agreement or arsing from any unlawful or negligent act or
                omission of the Co-Provider or its officers, employees or sub-contractors, in connection with
                the performance or purported performance of the Co-Provider’s obligations under this clause
                11.3;
        (h)     comply with such other privacy and security policies, guidelines and measures as the
                Institute reasonably advises the Co-Provider from time to time and with a direction in writing
                by the Institute to the Co-Provider to disclose or amend a document held by or under the
                control of the Co-Provider in connection with this Agreement; and
        (i)     immediately notify the Institute in writing if:
                (i)      it becomes aware of any breach, or a likely breach, of this clause 11.3; or
                (ii)     a disclosure of personal information is, or may be, required or authorised by law;
        (j)     keep the Institute fully informed in relation to any enforcement of the Co-Provider’s
                obligations under the IP Act, including any compliance notices issued to the Co-Provider and
                in relation to any privacy complaints in connection with the Co-Provider’s performance, or
                purported performance, of this Agreement;
        (k)     provide copies of all correspondence, requests for access, notices, complaints, orders and
                other documents in relation to any breach or enforcement of the Co-Provider’s obligations
                under the IP Act in connection with this Agreement immediately upon receipt or creation of
                the same; and
        (l)     fully co-operate with the Institute to enable the Institute to respond to applications for access
                to, or amendment of, a document containing an individual’s personal information or in
                relation to privacy complaints.
 11.4   This clause 11 will survive termination or expiration of this Agreement.

 12.    SECURITY AND ACCESS
 12.1   The Co-Provider must ensure that it and all Specified Persons and any other person authorised by
        the Co-Provider will, when using the Institute’s premises or facilities, comply with the rules, directions
        and procedures of the Institute including those relating to security and to occupational health and
        safety which are in effect at those premises or in regard to those facilities, as notified by the Institute
        from time to time.
 12.2   The Co-Provider must at all reasonable times give to the Institute’s Agent or to any other persons
        authorised in writing by the Institute, access to premises occupied by the Co-Provider or used as the
        Approved Training Site and must permit those persons to inspect and audit the performance and
        delivery of the Training Services and any Training Product or other material related to delivery of the
        Training Services.
 12.3   The Institute’s Agent and any other person authorised by the Institute, when at or using the Co-
        Provider’s premises or facilities, must comply with the reasonable directions of the Co-Provider
        relating to security and to occupational health and safety concerning those premises or facilities, as
        notified by the Co-Provider from time to time.




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 13.    VARIATIONS
 13.1   Subject to any variation under this clause 13, no agreement, act, omission or understanding that
        varies or amends or purports to vary or amend this Agreement will bind either Party unless
        evidenced in writing signed by the Parties.
 13.2   The Institute may by giving notice require the Co-Provider to vary the delivery of the Training
        Services in nature, scope or timing (“Variation”).
 13.3   Without limiting the generality of clause 13.1 the Institute may require a Variation by requesting the
        Co-Provider to:
        (a)     reduce, decrease or omit any of the Training Services;
        (b)     increase the Training Services;
        (c)     change the character or content of any of the Training Services;
        (d)     change the direction or dimensions of any of the Training Services; or
        (e)     perform additional work.
 13.4   Unless sub-clause 13.3(a) applies, the Co-Provider must not commence work on a Variation without
        the Institute’s Consent and a written agreement signed by both Parties as to an adjustment in the
        Fees (which must not be greater than actual costs directly attributable to the variation required) and
        the time for completion. If the Parties cannot reach agreement concerning fees or time for
        completion, the adjustment in the Fees and timing will be determined pursuant to clause 19.
 13.5   If sub-clause 13.3(a) applies, the Co-Provider must promptly reduce, decrease or omit Training
        Services in accordance with the notice of Variation and the Fees will be reduced, decreased or
        omitted in proportion to the work that is reduced, decreased or omitted on a pro-rated basis.
 13.6   In the event of a Variation under sub-clause 13.3(a), the Co-Provider will not be entitled to any claim
        for loss, costs or expenses in connection with the Variation, other than to:
        (a)     the extent permitted by clause 13.7; and
        (b)     in any event excluding all indirect consequential loss and loss of prospective profits.
 13.7   If the Institute requires a Variation under clause 13.3(a), then subject to clause 13.6(b) and provided
        the Co-Provider immediately takes all steps necessary to minimise its loss, costs or expenses in
        connection with a Variation under clause 13.3(a) to the satisfaction of the Institute, the Institute will
        pay the Co-Provider an amount equivalent to:
        (a)     a portion of the Fees calculated in accordance with clause 13.5; and
        (b)     an amount equivalent to any loss, cost or expense incurred by the Co-Provider (if any) that in
                the opinion of the Institute is directly attributable to the reduction, decrease or omission of
                Training Services under the Variation,
        except that the Institute will not be obliged to pay and the Co-Provider will not be entitled to receive
        any amount:
        (c)     claimed under 13.7(b) for which the Co-Provider is unable to provide documented evidence
                in support of, to the satisfaction of the Institute; or
        (d)     that exceeds the total original value of the Agreement to the Co-Provider, when the total
                amounts claimed under sub-clauses 13.7(a) and (b) are added together,
        and, such payment by the Institute will be in full and final satisfaction of any claims by the Co-
        Provider under this Agreement, as varied by the Variation.


 14.    DEFAULT OF THE CO-PROVIDER
 14.1   The Institute may immediately terminate this Agreement by notice in writing to the Co-Provider if the
        Co-Provider:



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        (a)     is in breach of any provision of this Agreement that is capable of remedy and fails to remedy
                the breach within 14 days after the date of a notice to remedy given by the Institute to the
                Co-Provider specifying the breach;
        (b)     is in breach of any provision of this Agreement where the breach is not capable of remedy;
        (c)     fails to comply with any of sub-clauses2.2(c) to (e) (Training and Assessment Strategy and
                Specified Person requirements), clause 2.4(e) (Training Product submission) or clause
                2.6(a) (Training Product rectification);
        (d)     gives notice under clause 7.1 or clause 7.2 or otherwise creates or comes under a Conflict of
                Interest;
        (e)     fails to reach agreement with the Institute about who should replace a Specified Person
                under clauses 9.3 and 9.6 (personnel);
        (f)     fails to comply with clause 11 (confidential information and privacy);
        (g)     fails to comply with clause 24.7 (compliance with laws);
        (h)     becomes insolvent;
        (i)     becomes subject to any form of external administration;
        (j)     enters into an arrangement with its creditors or otherwise takes advantage of any laws in
                force in connection with insolvent debtors;
        (k)     is wound up, voluntarily or involuntarily;
        (l)     has, in the opinion of the Institute, ceased to carry on its business;
        (m)     is subject to any actual or proposed change in Control,
        and for the purposes of this clause 14, if anything under sub-clauses 14.1(c) to 14.1(m) occurs, it will
        be taken to be a material breach of this Agreement by the Co-Provider and not capable of remedy.
 14.2   The Co-Provider may immediately terminate this Agreement by notice in writing to the Institute if the
        Institute is:
        (a)     in breach of any provision of this Agreement this that is capable of remedy and fails to
                remedy the breach within 14 days after the date of a notice to remedy given by the Co-
                Provider to the Institute specifying the breach;
        (b)     in breach of a provision of this Agreement that is not capable of remedy.
 14.3   Termination of this Agreement will not affect any claim or action either Party may have against the
        other by reason of any prior breach of this Agreement and will not relieve either Party of any
        obligation under this Agreement which is expressed to continue after termination.
 14.4   Subject to clause 14.3, upon termination of this Agreement, all money which has been paid and all
        money to be paid for Training Services completed in accordance with this Agreement prior to the
        date of termination will be in full and final satisfaction of claims by the Co-Provider under this
        Agreement.
 14.5   If this Agreement is terminated or expires, the Co-Provider must promptly provide all of the following
        to the Institute:
        (a)     all Confidential Information of the Institute and (subject to clause 2.7(e)) the
                Institute’sRecords, and all copies of the same;
        (b)     all work supplied, created or completed by or on behalf of the Co-Provider in connection with
                this Agreement, including without limitation:
                (i)     all Training Product owned or supplied by the Institute (including all copies of it), as
                        at the date of termination or expiration; and
                (ii)    copies of all Training Product owned, co-owned or supplied by the Co-Provider;
        (c)     all work and all assessed material created byLearners as part of their participation in the
                Training Program; and


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Co-Provider Agreement

        (d)     an adequate handover/explanation to the Institute’s Agent or their nominee of where ongoing
                Learners are at in their participation in the Training Program.


 15.    RISK AND INDEMNITY AND LIABILITY
 15.1   The Co-Provider will provide the Training Services at its own risk.
 15.2   In this clause 15, “claim” includes any claim, action, proceeding, demand, liability, obligation, costs,
        loss, damages and expenses, including without limit legal expenses.
 15.3   Without limiting any other provision of this Agreement, the Co-Provider agrees to release and
        indemnify and keep indemnified the Institute and the officers, employees, sub-contractors and
        agents of the Institute (“those indemnified”) from and against any claim which may be:
        (a)     brought by any person against or made upon; or
        (b)     suffered or incurred by,
        those indemnified in connection with:
        (c)     theperformance or purported performance of the Training Services;
        (d)     a breach by the Co-Provider of any provision of this Agreement;
        (e)     any wilful, unlawful or negligent act or omission of the Co-Provider or the Specified
                Personnel, officers, employees, sub-contractors or agents of the Co-Provider; or
        (f)     any infringement of third party Intellectual Property Rights arising from the Institute’s
                exercise of any right or licence in relation to Training Product granted to the Institute by the
                Co-Provider in clause 6,
        except to the extent that any unlawful or negligent act or omission by the Institute directly causes or
        contributes to the claim.
 15.4   The indemnity granted by the Co-Provider to the Institute in this clause 15 will survive termination or
        expiration of this Agreement and is in addition to and not exclusive of any other rights or remedies
        the Institute may have against the Co-Provider under this Agreement, at law or in equity.


 16.    INSURANCE
 16.1   The Co-Provider must effect and maintain for the duration of this Agreement (and such other period
        if specified) the following insurances:
        (a)     public liability insurance for an amount not less than the amount specified in Item 2,
                Schedule 6; and
        (b)     workers’ compensation insurance for an amount not less than the minimum level applicable
                to the Co-Provider as required by the Workers’ Compensation and Rehabilitation Act 2003
                (Qld) and any similar legislation of any jurisdiction in which the Co-Provider operates; and
        (c)     where the Co-Provider is an individual, personal injuries insurance cover to a level suitable
                to cover the Co-Provider for time off work due to injury (or equivalent cover), if specified in
                Item 4, Schedule 6; and
        (d)     professional indemnity insurance for an amount not less than the amount specified in Item 1,
                Schedule 6, which must continue to be maintained by the Co-Provider for an additional
                period of not less than six years after the date of expiration or termination of this Agreement,
                unless a different period is specified in Item 3, Schedule 6.
 16.2   The insurances must be effected and maintained with an insurer authorised and licensed to operate
        in Australia by the Australian Regulatory Prudential Authority.
 16.3   The Co-Provider must:
        (a)     before performing any of the Training Services; and
        (b)     upon request in writing at any time by the Institute;

                                                                                              Page 20 of 47
                                                                        Agreement Number <<insert number>>
Co-Provider Agreement

        produce evidence to the Institute’s satisfaction of the Co-Provider’s compliance with this clause 16.
 16.4   If the Co-Provider fails to comply with clause 16.3 to the satisfaction of the Institute, the Institute
        may, without limit to the operation of any other provision of this Agreement, effect and maintain the
        insurance policies required of the Co-Provider by this clause 16, pay the relevant premiums and
        deduct the payments of those premiums from moneys or Fees due or which become due to the Co-
        Provider. If no moneys or Fees are so due or becoming due, the amount of the premiums will be a
        debt due to the Institute and payable by the Co-Provider to the Institute upon demand without further
        need for proof of debt.
 16.5   Without limit to the operation of any other provision of this Agreement, the Co-Provider will be liable
        for, and releases and indemnifies the Institute in respect of, the amounts of any deductibles and
        excesses applicable to any claim made under the insurance policies required by this clause 16.
 16.6   This clause 16 will survive the expiration or termination of this Agreement, but only to the extent
        concerning professional indemnity insurance and for not longer than the further period specified in
        clause 16.1(d).


 17.    UNAVOIDABLE DELAY
 17.1   A Party to the Agreement is not entitled to exercise its rights and remedies upon the default of the
        other Party (whether at common law or under the Agreement) if that default is due to either Party
        being prevented or substantially obstructed by an event of Force Majeure from carrying out its
        obligations under this Agreement, provided the affected Party notifies the other Party promptly upon
        becoming aware of the Force Majeure event affecting it.
 17.2   Either Party has the right to terminate this Agreement immediately by notice in writing to the other
        Party if:
        (a)     a Force Majeure event has continued for at least 30 days, or such other period if specified in
                Item 7, Schedule 1; or
        (b)     if applicable, the Minimum Intake has not been reached by the Training Program Start Date,
        and, upon giving of such notice, this Agreement will terminate effective the date of the notice.


 18.    NOTICES
 18.1   Notices, consents, approvals or other communications made by a Party to the other under this
        Agreement (“Notices”) must be in writing and may be delivered by prepaid postage, by hand, or by
        facsimile to the otherParty at the address in Item 1.1 or 1.2, Schedule 4 or such other address as a
        Party may notify to the other from time to time. Notices will be deemed to be received:
        (a)     two (2) days after deposit in the mail with postage prepaid;
        (b)     immediately upon delivery by hand;
        (c)     immediately upon an apparently successful facsimile transmission being noted by the
                sender’s transmitter as the case may be.


 19.    RESOLUTION OF DISPUTES
 19.1   This clause 19 does not apply to action by the Institute under clause 13 (except clause 13.4) or
        clause 14 and will not be taken to prevent a Party from seeking urgent interlocutory relief.
 19.2   For the purpose of this clause 19, a dispute is taken to have arisen when either Party gives notice in
        writing to that effect to the other Party (“Dispute”).
 19.3   Subject to clause 19.1, if a Dispute arises in connection with this Agreement, the Parties expressly
        agree to endeavour to settle the Dispute by mediation administered by the Australian Commercial
        Disputes Centre (“ACDC”), the costs of which will be borne in equal shares by the Parties, before
        having recourse to litigation, in accordance with the following:


                                                                                             Page 21 of 47
                                                                       Agreement Number <<insert number>>
Co-Provider Agreement

        (a)     the mediation will be conducted in accordance with the ACDC Guidelines for Commercial
                Mediation which are in operation at the time the matter is referred to ACDC (“Guidelines”);
        (b)     the Guidelines set out the procedures to be adopted, the process of selection of the mediator
                and the costs involved; and
        (c)     the terms and conditions of the Guidelines are hereby deemed incorporated into this
                Agreement.
 19.4   The Institute’s Agent and the Co-Provider’s Agent will be the first contact point for each Party in
        respect of any Dispute.
 19.5   This clause 19 survives termination or expiration of this Agreement.

 20.    LIQUIDATED DAMAGES
 20.1   Where the Co-Provider fails to meet an obligation under this Agreement by the prescribed date then:
        (a)     if any amount has been specified in Schedule 8 as the amount that is payable by the Co-
                Provider as liquidated damages to the Institute for the loss suffered by the Institute (which
                amount the Parties acknowledge to be a genuine and reasonable pre-estimate of the loss so
                suffered) as a result of the delay; and
        (b)     the Institute notifies the Co-Provider that it intends to rely on the remedy referred to in this
                clause 20,
        then the Co-Provider must pay the liquidated damages amount to the Institute within the number of
        Business Days specified in a notice under clause 20.1(b) from the date of the liability arising in
        respect of each day of delay, but in no case more than 100 Business Days.
 20.2   Liquidated damages will accrue and be payable under this clause 20 until the Co-Provider either
        successfully completes the obligation referred to in clause 20.1 or the Institute terminates this
        Agreement, whichever first occurs, but in no case for more than 100 Business Days from the date of
        the liability arising.
 20.3   The exercise of rights pursuant to this clause 20 will be without prejudice to any other right of action
        or remedy of the Institute, which has accrued or may accrue under this Agreement, at law or in
        equity.


 21.    COMPLIANCE MONITORING
 21.1   Without limiting any other rights the Institute may have under this Agreement, the Institute may by
        notice require the Co-Provider to provide documents, records and information related to this
        Agreement or the Project to the Institute or another party nominated by the Institute and the Co-
        Provider must comply with the requirements of the notice within 2 Business Days after date of the
        notice, or such other longer period if specified in the notice.
 21.2   Without limiting any other rights the Institute may have under this Agreement, the Institute may from
        time to time by notice require the Co-Provider to participate in compliance monitoring activities by a
        VET Regulator in addition to the activities specified in Annexure A, Schedule 1. The Co-Provider
        must cooperate and comply with any such notice and the outcomes of activities undertaken in
        accordance with the notice, including without limit anyimplementation of a strategy to rectify/ensure
        compliance with any non-compliance of the VET Quality Frameworkin connection with this
        Agreement or the delivery of the Training Services identified as a result of the carrying out those
        activities.
 21.3   This clause 21 will survive the termination or expiration of this Agreement.


 22.    REASONABLE DIRECTIONS AND TRANSITIONING OUT
 22.1   Without limiting any other rights the Institute may have under this Agreement, the Co-Provider must
        comply with the reasonable directions of the Institute from time to time, including the Institute's
        directions in relation to the provision of documents, records and information to the Institute, and the

                                                                                               Page 22 of 47
                                                                         Agreement Number <<insert number>>
Co-Provider Agreement

        implementation of a strategy to rectify/ensure compliance with any non-compliance by the Co-
        Provider of the terms and conditions of this Agreement or any reporting obligations of the Institute to
        State or Commonwealth agencies or authorities.
 22.2   Upon termination or expiration of this Agreement, the Co-Provider will cooperate with the Institute
        and provide all reasonable assistance to the Institute to enable the transition of the Training Services
        to the Institute or to any other person or party deemed appropriate by the Institute.
 22.3   This clause 22 will survive the termination or expiration of this Agreement.


 23.    SKILLS TRANSFER
 23.1   If specified in Schedule 9 or otherwise reasonably requested by the Institute, the Co-Provider will put
        a process in placeto effect skills transfer between the Institute’s staff and Specified Persons involved
        in the Project in accordance with the specifications in Schedule 9 (if any), or the Institute’s request.


 24.    GENERAL PROVISIONS
 24.1   Entire agreement - This Agreement constitutes the entire agreement between the Parties and
        supersedes all prior negotiations, undertakings, arrangements or agreements (whether oral or
        written) between the Parties concerning the subject matter of this Agreement.
 24.2   No partnership or joint venture, employment or agency - The relationship of the Parties under
        this Agreement is one of principal and contractor and the Co-Provider is not by virtue of this
        Agreement in partnership or joint venture with the Institute and must not represent itself or allow itself
        to be represented as a partner or joint venturer, employee or agent of the Institute.
 24.3   Delay not to constitute waiver - Any failure by a Party at any time to enforce a clause of this
        Agreement, or any forbearance, delay or indulgence granted by a Party to the other, will not
        constitute a waiver of the Party’s rights.
 24.4   Waiver to be in writing - No provision of this Agreement will be waived or deemed to be waived
        unless that waiver is in writing and signed by the waiving Party.
 24.5   Waiver limited to specific occasion - a waiver by a Party of a breach of any provision of this
        Agreement will not operate as a waiver of any subsequent breach of the same provision or as a
        waiver of any other provision.
 24.6   Governing law - This Agreement is governed by the laws of Queensland and each Party submits to
        the jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.
 24.7   Compliance with all laws - The Co-Provider must comply with all relevant laws in the performance
        of the Training Services.
 24.8   Severability - If any part of this Agreement is determined to be invalid, unlawful or unenforceable for
        any reason then that part, to the extent of the invalidity, unlawfulness or unenforceability, will be
        severed from the rest of the Agreement and the remaining terms and conditions will continue to be
        valid and enforceable to the fullest extent permitted by law.
 24.9   Further assistance - The Co-Provider must do all things reasonably required by the Institute to give
        effect to this Agreement.
 24.10 No assignment or novation - The Co-Provider may not assign or novate its interest in this
        Agreement, except with the Institute’s Consent.
 24.11 No sub-contracting – The Co-Provider must not sub-contract the provision of the Training Services
        without the Institute’s Consent. The Institute’s Consent, if granted, will not relieve the Co-Provider
        from any of its obligations or liabilities under this Agreement.
 24.12 Liability – Unless otherwise expressly stated in this Agreement, each Party performs its obligations
        under this Agreement at its sole risk and liability. The liability of the Parties under this Agreement is
        several only, and will not be taken to be joint or joint and several.



                                                                                              Page 23 of 47
                                                                        Agreement Number <<insert number>>
Co-Provider Agreement

 The Parties have executed this Agreement as follows -

 SIGNED FOR AND ON BEHALF of the STATE OF                                          )
 QUEENSLAND through theDepartment of Education,                                    )
 Training and Employment through<<insert name>>                                    )   .................................
 Institute of TAFE<<insert ABN>>by                                                 )   (signature)
 .................................                                                 )
 (insert name/position)                                                            )
 in the presence of:                                                               )
                                                                                   )
 ........................................                                          )
 (signature of witness)                                                            )
  ........................................
 (print name of witness)
 Date: . . . . . /. . . . . /. . . . .


 Where the Co-Provider is a company:
 SIGNED FOR AND ON BEHALF of <<insert legal                                        )
 name of CO-PROVIDER and its ACN>>                                                 )
 in accordance with s.127 of the Corporations Act                                  )   .................................
 2001(Cth)                                                                         )   (signature of director)
 by. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   )
 (print full name of director signing)                                             )
 and. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )   .................................
 (print name of director/secretary signing)                                        )   (signature of director/secretary)
                                                                                   )
 Date: . . . . . /. . . . . /. . . . .




 Where the Co-Provider is an individual:
 SIGNED FOR AND ON BEHALF of <<insert full                                         )
 legalname of CO-PROVIDER>>trading as<<insert                                      )   .................................
 trading name and ABN>>                                                            )   (signature of Co-Provider)
 in the presence of:                                                               )
                                                                                   )
 ........................................                                          )
 (signature of witness)                                                            )
  ........................................                                         )
 (print name of witness)                                                           )
 Date: . . . . . /. . . . . /. . . . .




                                                                                                                   Page 24 of 47
                                                                                             Agreement Number <<insert number>>
Co-Provider Agreement

               SCHEDULE 1 – TRAINING SERVICES, FEES AND LEAD RTO CONTRIBUTION
 <<INSTRUCTIONS for filling out this Schedule are in red font and are to all be DELETED after contract
 manager has read, understood them and where appropriate, filled in the required details>>
 Item 1 (definition, clause 1.1):
 Date of Agreement: <<insert date: - if left blank, the date will default to the date a party last signs the
 Agreement; this date should occur at least two weeks before the Training Program Start Date to enable
 preliminary VET Quality Framework compliance such as validation of the Training and Assessment Strategy,
 Training Product and review/approval of Specified Person Profiles to take place>>


 Item 2 (definition, clause 1.1):
 Completion Date: <<insert date>>


 Item 3 (definition, clause 1.1 and clause 2.1):
 (a)     Training Services:
         The Co-Provider must deliver the Training Program and provide the resources and activities
         specified for the Co-Provider as set out below in thisItem 3, Schedule 1 and in Table A (Annexure
         A) of Schedule 1. If there is any inconsistency between Table A and this Item 3, Schedule 1, then
         Table A will prevail.
 (b)     Approved Training Site :
         The Co-Provider will deliver the Training Program at the following site:
         <<insert location/s, address details of site/s>>
 (c)    Training Program details”<<insert details into table>>
 Training Package/
 VET Accredited               <<insert title >>
 Course title/s
 Training Package/
 Course code/s                <<insert code >>
                                                                                Estimated
 Unit of Competency                                                              number             *Fees payable
                                     Unit of Competency name
         code                                                                        of              by Learners
                                                                             delivery hours
 <<insert code >>          <<insert title >>                                <<insert              <<insert
                                                                            number>>              number>>




 *nothing in this table in Item 3, Schedule 1, will be taken to restrict or prevent the Institute from setting
 Learner fees and/or adjusting them from time to time whether before or after the Date of Agreement or the
 Training Program Start Date.




                                                                                              Page 25 of 47
                                                                        Agreement Number <<insert number>>
Co-Provider Agreement

 (d)         Training Program Start Date:
             Delivery of the Training Program will commence on: <<insert date>>
 (e)         Training Program Finish Date:
             Delivery of the Training Program will be completed by: <<insert date>>
 (f)         Special Arrangements:
             Not Applicable
             Or<<delete ‘Not Applicable’ and insert details of any special arrangements>>
 (g)         Minimum Intake:
             The minimum number ofLearners required to be enrolled in the Training Program by the Training
             Program Start Date is: <<insert minimum number required>>


 Item 4A – Total Contract Value (expressed as GST exclusive) (definition, clause 1.1)
 $<<Insert amount>>(GST exclusive)


 Item 4 Fees (expressed as GST exclusive) (definition, clause 1.1 and clause 5)


 Fees (default): Subject to the Co-Provider’s compliance with this Agreement and the ‘default pre-
 conditions of payment’, directly below (and unless the Parties have specified a different method of
 calculation and/or timing in ‘other financial arrangements’, further below), the Fees are calculated, due and
 payable by the Institute to the Co-Provider as follows:
 (a)         Fees are calculated as: $<<Insert amount>>(GST exclusive) per <<insert whether per Learner,
             Learner group or delivery hour>>; and
 (b)         Payment of Fees will be:
       i.         due upon completion of delivery of the Training Services claimed by the Co-Provider to the
                  satisfaction of the Institute, or when a final result has been recorded in ISAS, whichever is the
                  later; and
       ii.        payable by the Institute to the Co-Provider within 30 days after receipt of a correctly rendered
                  invoice in accordance with clause 5.4.

 Default pre-conditions of payment: Unless the Parties specify otherwise below in ‘Other pre-conditions of
 payment’, below, the following pre-conditions of payment apply:
  (a) If a Learner withdraws from the Training Program and a final result of withdrawn with participation (AW)
      is recorded in ISAS and evidence of the Learner’s participation in the Training Program is provided,
      then the Co-Provider will be paid 40% of the full rate in accordance with this Agreement in relation to
      that Learner (where Fees are payable on a per Learner basis).
  (b) If a Learner withdraws from the Training Programand is entitled to a refund of Learner fees under the
      Institute’s refund policy, no Fees will be payable to the Co-Provider in respect of that Learner (where
      Fees are payable on a per Learner basis).
  (c) The Co-Provider must provide evidence of the training and assessment activities undertaken in the
      course of delivering the Training Services. This evidence will be in a form acceptable to or provided by
      the Institute and consist of:
                All attendance and assessment records for each Learner in each Unit of Competency for which
                 payment is claimed;
                The Institute’s TAFE Class Roll (fully completed and signed) and assessment summary;
                Copies of assessment cover sheets for each Learnerand all assessment records per
                  assessment task undertaken by the Learner;
                Event Evaluation Forms completed by Learners; and


                                                                                                  Page 26 of 47
                                                                            Agreement Number <<insert number>>
Co-Provider Agreement

            Any other evidence reasonably required by the Institute.
  (d) The Institute will pay the Co-Provider on receipt and acceptance by the Institute of the evidence
      required above (subject to application of the preceding paragraph (b)) and within 30 days of a correctly
      rendered tax invoice under clause 5.4.

    Other financial arrangements:
        Not Applicable
        Or<<delete ‘Not Applicable’ and insert alternative method of calculating Fees and/or the timing of the
        payments if the Institute and Co-Provider have agreed on arrangements different to the default
        financial arrangements
        (a)      Fees payable are calculated as: <<insert method of calculation>>
        (b)      Fees are payable upon: <<insert timing of payment of fees >>
    Other pre-conditions of payment:
        Not Applicable
        Or<<delete ‘Not Applicable’ and insert that the conditions of payment above do not apply, if the
        Parties do not wish the above conditions of payment to apply>>
        and/or<<insert additional conditions, if any>>
    Additional Expenses (clause 5.7):
        Not Applicable
        Or<<delete ‘Not Applicable’ and insert specific permitted expenses, how they are calculated and a
        cap on the total amount>>

 Item 5 (clause 3.1):
 Lead RTO Contribution by the Institute
 The contribution of the Institute in its capacity as the NVR Registered Training Organisation include the
 provision of activities and resources specified for the Institute in Table B, Annexure A and as set out below.
 To the extent of any inconsistency between Table B of Annexure A, Schedule 1 and this Item 5, Schedule
 1, Table B will prevail.
 As part of the Lead RTO Contribution, the Institute will:
        provide a Training and Assessment Strategy to the Co-Provider not less than 10 Business Days prior
         to the Training Program Start Date (unless otherwise set out in Annexure A, Schedule 1);
        provide the Co-Provider with Training Program marketing material and information, including without
         limit outcomes, selection criteria, pre-requisites, packaging rules and available Units of Competency;
        provide the Co-Provider with a comprehensive orientation of the Institute’s Physical Resources,
         premises, processes, systems and procedures that are relevant to the Training Program (if any);
        invite the Co-Provider and or representative to participate in faculty team training meetings from time
         to time to explain the quality, compliance and improvement processes the Institute expects as part of
         the Agreement;
        provide the Training Product as set out in Annexure A (if any);
        manage enrolments and the administration of the enrolment process for each Learner;
        issueVET Qualifications and/or VET Statements of Attainment to Learners based on their results
         recorded by the Co-Provider;
        provide the following documentation and standard forms, which must used by the Co-Provider in
         delivering the Training Services:
                (a)     New Student and Continuing Student Personal Details Forms;
                (b)     Specified Person Profile Pro-forma;
                 (c)    Student Handbooks;
                (d)     TAFE Class Roll and Assessment Summary;
                (e)     Training Event Evaluation Forms;


                                                                                              Page 27 of 47
                                                                        Agreement Number <<insert number>>
Co-Provider Agreement

                   (f)       Pre-enrolment information and formsfor Learners;
          verifyat the times set out in Annexure A, Schedule 1 and/or from time to time as notified by the
           Institute to the Co-Provider that the Training Product is being utilised by the Co-Provider in
           accordance with VET Quality Frameworkrequirements;
          participate in the validation of learning resources and assessment tools for the Training Program with
           the Co-Provider’s representative;
          conduct reviews of the Training Services and Training Program and/orundertake visits to
           theApproved Training Site, at the times set out in Annexure A, Schedule 1 and/or as notified to the
           Co-Providerfrom time to time, to ensure:
                  (a) Learners are progressing successfully with their participation in the Training Program
                      and that their training needs are being met;
                  (b) the Co-Provider is meeting the Institute’s expectations and requirements and identify
                      ways to refine and improve the processes and procedures for delivery of the Training
                      Services;
                   (c) training plans for Learners are still current;
                  (d) compliance withthe Training and Assessment Strategy for the Training Program; and
                  (e) compliance with all requirements of the VET Quality Framework.
          provide a mentor and maintain regular contact with the Co-Provider and Specified Personnel to
           assist with any issues to may arise.
          every 10 -12 month period in each year of this Agreement undertake a desk top audit of the Co-
           Provider’s records and performance relevant to the Agreement for compliance with:
                          the VET Quality Framework;
                            the requirements of the Agreement,
           and the Institute’s Representative will provide the audit results to the Co-provider’s Representative
           for action.


 Item 6:
 Training Records to be maintained by Co-Provider
 Item                                                        Duration
 Documents, records, and all information necessary           Kept for the duration of theTerm and delivered to the
 to substantiate, to the reasonable satisfaction of the      Institute on the Completion Date, unless otherwise
 Institute, compliance with the terms and conditions of      specified in writing by the Institute.
 this Agreement, including:
    full and complete records establishing, to the
     reasonable satisfaction of the Institute, each
     Learner's participation (including demonstrating
     the commencement of educational content and
     demonstrating educational progression) in each
     Competency;
    completed Specified Person Profiles (see
     Annexure A of Schedule 3)
    TAFE Class Roll and Assessment Summary
    Retain all Learner assessment records in
     accordance with AVETMISS requirements for
     two years after the completion of a training event
     under the Training Program
    Event Evaluation forms completed by each
     Learner

                                                                                                Page 28 of 47
                                                                          Agreement Number <<insert number>>
Co-Provider Agreement

 Item                                                    Duration
                                                         Kept for the duration of theTerm anddelivered to the
    All assessment validation tools used in delivery    Institute on the Completion Date, unless otherwise
     of the Training Program                             specified in writing by the Institute.


 Item 7:
 Unavoidable delay (period of Force Majeure) (clause 17.2(a))
        Not applicable
 Or<<delete ‘Not Applicable’ and insert aperiod different to what is in clause 17.2(a) – but ONLY if the Force
 Majeure period in clause 17.2(a) does not suit>>




                                                                                             Page 29 of 47
                                                                       Agreement Number <<insert number>>
Co-Provider Agreement

                                       ANNEXURE A of SCHEDULE 1 –VET QUALITY FRAMEWORK COMPLIANCE &MONITORING
 <<Instructions: to be filled out UNLESS the Institute already has prepared their own similar checklist or training activities plan in which case tables below may be deleted
 and the Institute’s own negotiated checklist/plan inserted; but, care should be taken to ensure sufficient information is in the checklist/plan to meet audit requirements and
 that the terminology used is the same as in this Agreement (and capitalised), for consistency (see Definitions in clause 1.1). If unsure about this, check with the Legal &
 Administrative Law Branch>>
 TABLE A - Details of activities to be undertakenby the Co-Provider
                                                                                                                                           Name of
                                                            Insert                                             Specified     When will
                                                                                                                                         Institute rep
                                                           whether       How will the activity be carried   Person name to    activity
                Negotiated activity/resource                                                                                               who will           Comments
                                                         applicable or                out?                     carry out       take
                                                                                                                                            verify
                                                              not                                               activity      place?
                                                                                                                                           activity
     1.   Provide Institute with a copy of certificate
          of currency for all insurances required by
          this Agreement [Note. The date for this
          should occur prior to the Training
          Program Start Date]
     2.   Provide Institute with completed
          Specified Person Profiles and certified
          copies of supporting documentation, VET
          Qualifications/Statements of Attainment
          [see clause 2.2 - The date for this should
          occur on or before the Date of Agreement
          or a least 10 days prior to the Training
          Program Start Date, whichever is the
          earlier]
     3.   If applicable, provide a strategy for
          supervision of any Specified Persons
          without VET Qualification TAA40104/
          TAE40110 or equivalent by a Specified
          Person with that VET Qualification
     4.   Develop and provide a Training and
          Assessment Strategy suitable for the
          Training Program [Note. Unless there are
          exceptional circumstances, the Institute
          should provide this and in any event the
          date for this should occur not less than
          10 Business Days prior to the Training
          Program Start Date]
     5.   Obtain industry input into the
          development of the Training and



                                                                                                                                                                   Page 30 of 47
                                                                                                                                             Agreement Number <<insert number>>
Co-Provider Agreement

                                                                                                                                         Name of
                                                          Insert                                             Specified     When will
                                                                                                                                       Institute rep
                                                         whether       How will the activity be carried   Person name to    activity
               Negotiated activity/resource                                                                                              who will           Comments
                                                       applicable or                out?                     carry out       take
                                                                                                                                          verify
                                                            not                                               activity      place?
                                                                                                                                         activity
          Assessment Strategy for the Training
          Program and provide evidence of same
          to the Institute
    6.    Develop a training plan for each Learner
          (if Project relates to a User Choice
          agreementor includes vocational
          placement)
    7.    Develop assessment tools for the
          Training Program
    8.    Market the Training Program in
          accordance with clause 8 (including
          information relating to training,
          assessment and support services
          available to Learners)
    9.    Recruit Learners for the Training
          Program
    10.   Provide Learners with the Institute’s
          enrolment forms and collect completed
          enrolment forms and supporting
          documentation from Learners and
          forward to the Institute
    11.   Collect & receipt Learner fees as set out
          in Item 3, Schedule 1, or as otherwise
          notified by the Institute and forward the
          collected fees to the Institute
    12.   Provide Learner inductions/orientation for
          the Training Program and Approved
          Training Site, including without limit
          provision of the TAFE Student
          handbook/rules
    13.   Provide/develop Training Product
          necessary for the Training Program
    14.   Create and maintain a timetable of staff
          and facilities for Training Program




                                                                                                                                                                 Page 31 of 47
                                                                                                                                           Agreement Number <<insert number>>
Co-Provider Agreement

                                                                                                                                            Name of
                                                             Insert                                             Specified     When will
                                                                                                                                          Institute rep
                                                            whether       How will the activity be carried   Person name to    activity
                 Negotiated activity/resource                                                                                               who will             Comments
                                                          applicable or                out?                     carry out       take
                                                                                                                                             verify
                                                               not                                               activity      place?
                                                                                                                                            activity
     15.   Complete and maintain records of
           Learner participation, assessment and
           progress in the Training Program and
           other Training Records
     16.   Determine what RPL and learner support
           is desirable for individual Learners (eg.
           Language Literacy and Numeracy
           support, counselling, disability, etc)
     17.   Provide RPL and learner support to
           Learners (Language Literacy and
           Numeracy support, counselling, disability,
           etc)
     18.   Assessment, including RPL (Recognised
           Prior Learning) is systematically validated
           through the collection of sufficient, valid,
           authentic and current evidence and valid
           assessment regarding competency.
     19.   Maintain and check training record book
           of Learners (if User Choice)
     20.   Collect feedback and completed training
           event evaluation forms from Learners
           and employers of Learners (if Learners
           are participating in the Training Program
           as part of their employment)

 TABLE B – Activities to be undertaken by Institute personnel
                                                                                                                                                        Name of        When will
                                                                               Insert whether                                                        Personnel who      activity
                           Negotiated activity/resource                                                 How will the activity be carried out?
                                                                              applicable or not                                                       will carry out     take
                                                                                                                                                         activity       place?
           Develop and/or validate a Training and Assessment
     1.
           Strategy suitable for the Training Program [Note. The
           date for this should occur prior to the Training Program
           Start Date]



                                                                                                                                                                    Page 32 of 47
                                                                                                                                              Agreement Number <<insert number>>
Co-Provider Agreement

                                                                                                                                   Name of         When will
                                                                    Insert whether                                              Personnel who       activity
                      Negotiated activity/resource                                     How will the activity be carried out?
                                                                   applicable or not                                             will carry out      take
                                                                                                                                    activity        place?
        Review the Training and Assessment Strategy (against
    2.
        Training Program, principles of assessment, industry
        need and specific workplace or regulatory
        requirements)
        Validate Training Product provided by Co-Provider for
    3.
        adequacy and approve (or require rectification) [note.
        The date for this should occur prior to Training Program
        Start Date]
        Review Training Product provided by Co-Provider to
    4.
        ensure it remains current (during the Term)
        Validate the VET Statements of
    5.
        Attainment/Qualifications of Specified Persons to
        ensure they meet the National Skills Standards Council
        requirements for trainers and assessors
        Monitor and maintain records concerning Specified
    6.
        Persons
        Verify that Physical Resources necessary for delivery
    7.
        and assessment meet the Training Program
        requirements in accordance with the VET Quality
        Framework. [Note. The date for this should occur prior
        to the Training Program Commencement Date]
        Provide induction/orientation to Specified Persons
    8.
        [Note. The date for this should occur prior to the
        Training Program Commencement Date]
        Provide professional development and mentoring to
    9.
        Specified Persons
        Moderate and monitor the use of the Training and
    10.
        Assessment Strategy (including reviewing records and
        judgements made by Specified Persons who are
        trainers and assessors)
        Process Training Program results or withdrawals of
    11.
        Learners
        Issue VET Qualifications/Statements of Attainment to
    12.
        Learners


                                                                                                                                                 Page 33 of 47
                                                                                                                           Agreement Number <<insert number>>
Co-Provider Agreement

                                                                                                                                        Name of         When will
                                                                         Insert whether                                              Personnel who       activity
                        Negotiated activity/resource                                        How will the activity be carried out?
                                                                        applicable or not                                             will carry out      take
                                                                                                                                         activity        place?
          Monitor the ongoing progress of the Training Program
    13.
          and delivery of the Training Services
          Audit Co-provider for compliance against this
    14.
          Agreement and the VET Quality Framework
          Create and maintain a timetable of staff and facilities for
    15.
          Training Program
          Review and monitor the quality of services provided to
    16.
          Learners under this Agreement and Learner
          satisfaction (e.g. by reviewing complaints and surveys
          completed by Learners)
          Develop (and provide to the Co-Provider) an
    17.
          appropriate Learnercomplaints and appeals
          procedurefor any complaints in connection wtih the
          Project
          Review the Co-Provider’s compliance with records
    18.
          management requirements under the VET Quality
          Frameworkand AVETMISS




                                                                                                                                                      Page 34 of 47
                                                                                                                                Agreement Number <<insert number>>
Co-Provider Agreement

                     SCHEDULE 2 – AMENDMENTS TO INTELLECTUAL PROPERTY PROVISIONS
 Refer to: IFM-PR-007: Intellectual Propertyat http://education.qld.gov.au/strategic/eppr/information/ifmpr007/

 <<INSTRUCTIONS for filling out this Schedule are in red font and should be DELETED after contract manager has
 read, understood them and where appropriate, filled in the required details. ONLY fill in items 1 – 5 if the
 preferred/default positions in clause 6 do not suit. Otherwise, the items should remain as ‘Not Applicable’.
 Contract managers should check with Legal & Administrative Law Branch if unsure about the legal effect of any
 new wording proposed to be inserted below.>>
 Item 1: Title to Intellectual Property Rights in New Training Product (clauses 6.3 and 6.5)
 Not applicable
           Or << If the preferred default position inclause 6.1 does not suit, specify the particular ownership
           arrangement of New Training Product as either (a) “wholly owned by the Co-Provider under clause 6.3”,
           OR (b) “co-owned by the Parties under clause 6.5”]; – In the case of co-ownership,check with Legal
           &Administrative Law Branch first. Co-ownership is generally NOT RECOMMENDED and (b) should
           only be used in exceptional circumstances>>


 Item 2: Ownership sharein co-owned New Training Product (clause 6.5)
 Not applicable
        <<if clause 6.5 is specified as applying in Item 1, above, and New Training Product is “co-owned” by the
        Institute and the Co-Provider, delete “Not Applicable” and specify theownership share; - but ONLY
        complete if (a) the default “equal shares” position in clause 6.3 is not suitable AND (b) after you have
        checked with the Legal &Administrative Law Branch. Co-ownership is generally NOT
        RECOMMENDED and should only be used in exceptional circumstances>>

 Item 3:Conditions on licence of Co-Provider owned New Training Product to the Institute (clause 6.3)
 Not applicable
           Or<<delete ‘Not Applicable’ and specify conditions or restrictions to the licence of New Training Product in
           clause 6.3; - but ONLY complete if specified as owned wholly by the Co-Providerin Item 1, above, AND the
           default licence in clause 6.3 does not suit>>


 Item 4:Licence of co-owned New Training Product to each Party (clauses 6.5 and 6.6)
 Not applicable
           Or<<delete ‘Not Applicable’ and specify an alternative mutual licence of New Training Product; - but ONLY
           complete if Item 1, above, specifies (a) clause 6.5 applies, AND (b) the default licence in clause 6.6 does
           not suit, AND (c) after checking with the Legal &Administrative Law Branch.Co-ownership is generally
           NOT RECOMMENDED and should only be used in exceptional circumstances>>


 Item 5: Specified Acts or Omissions consented to for Moral Rights (clause 6.9)
 Not Applicable
           Or <<delete ‘Not Applicable’ and insert acts/omissionsnot already included in clause 6.9, but ONLY if the
           default acts/omissions in clause 6.9 are insufficient>>




                                                                                                                     Page 35 of 47
                                                                                               Agreement Number <<insert number>>
Co-Provider Agreement

                                       SCHEDULE 3 – SPECIFIED PERSONS
 Item 1 (definition, clause 1.1):
 List of Specified Persons
 <<insert name and position description of each Specified Person, and then delete these instructions>>


 Item 2 (clause 9.2): (To be completed for each Specified Person involved in the Training Services)
                                             SPECIFIED PERSON PROFILE
 All people responsible for the delivery of part or all of the Training Program (refer Clause 2) must meet the
 standards as required by the VET Quality Framework. Completion of this Profile will present evidence of your ability
 to fulfil the human resource requirements of the Training Program (or part of it) that you propose to deliver. You will
 need to provide evidence that you possess the Competencies, skills and knowledge at a level equivalent to or
 higher than the Training Program to be delivered. This evidence may be indicated by your formal VET
 Qualifications, VET Statements of Attainment and/or work history that can be verified by employer/industry
 representatives and certified under RPL. There is an emphasis on the currency of your VET Qualifications, VET
 Statements of Attainment and RPL experience in both the industry and training areas.
 Instructions for Completion:

 1.    A Specified Person Profile will need to be prepared for each part of the Training Program that you teach or
       assess. Include information that is relevant only to the Training Program addressed by this Profile. It is your
       responsibility to update the information as changes occur.
 2.    Complete all sections of the attached form in Annexure A to this Schedule 3 and attach any additional
       information to this Specified Person Profile.
 3.    Do not use abbreviations. Use complete names of associations, organisations, institutions, companies.
 4.    Attach certified copies of evidence (for example, VET Qualifications, VET Statements of Attainment, work
       history, industry statements, etc).
 5.    You will be required to relate the VET Qualifications, VET Statements of Attainment, work experience,
       professional development and industry experience that you have attained relevant to the Training Program
       you propose to teach or assess. Link the elements, performance criteria, variables and evidence guides of
       the Competencies, or the outcomes of the modules, to all relevant parts of your formal VET Qualifications,
       VET Statements of Attainment, work experience, professional development and industry experience. You
       can attach conference programs, seminar publicity, activity log-books, that show content and application.
       Statutory declarations from supervisors/employers that attest to the range of tasks undertaken during work
       experience can be included.
 6.    Always include dates. The most recent work/industry experience and professional development are the
       critical aspects of your Specified Person Profile.

 ANNEXURE A TO SCHEDULE 3 - SPECIFIED PERSON PROFILE FORM
 Please enter your information in the spaces provided in the following tables.

        1.1    Name

               Contact details:

        1.2    Identify all professional, occupational, trade, academicawards, in order or currency, relevant to the
               Training Program being delivered.
                                    Most Current                                                    Less Current

        Award Title

        Code: Institution

        Award Issue Date
        Training Program
        Major/s



                                                                                                       Page 36 of 47
                                                                                 Agreement Number <<insert number>>
Co-Provider Agreement

     1.3   List all current studies detailing Competencies, VET Accredited Courses or Training Packages and
           include anticipated completion date. Indicate those relevant to the delivery of the Training Services.
                                                                                         Tick if relative to the
     Current studies/subjects and courses:                   Completion date/s:
                                                                                         Training Program:
                                                                                                       [ ]

                                                                                                       [ ]



     1.4     List all industry/business experience relevant to the Training Services, in order of currency.
                                 Most Current                                                     Less Current

     Position

     Employer

     Dates

     Full-time/part-time

     Activity/responsibilities



     1.5     Detail current employment including duties relevant to the Training Services.



                   Detail current employment experience including duties relevant to the Training Program

     Date/s        Details


                   Detail recent professional development activities relevant to the Training Services, including
                   seminars, workshops, conferences and short courses.
     Date/s        Details




     1.6     All Specified Persons who deliver and assess the Training Program (or part of it) must have the
             TAA40104 Certificate IV in Training and Assessment/TAE40110 Certificate IV in Training and
             Education and such other VET Qualification or VET Statement of Attainment specified by the
             Institute, below:
             <<insert details of additional VET Qualification/s,etc, if any, or state “Not Applicable”, and delete
             these instructions>>
             Specify the Units of Competency in the TAA40104/TAE40110 and in any other VET Qualification or
             VET Statement of Attainment (if specified above) that you have completed, in the table below:

     Unit of Competency          Competency title/description and type (for example, training competency,
     Code                        assessment competency or elective competency)




                                                                                                   Page 37 of 47
                                                                             Agreement Number <<insert number>>
Co-Provider Agreement




            If your training and assessment VET Qualification is other than TAA40104/TAE40110, indicate what
             parts are equivalent to the Certificate IV. Note that currency is important and old pre-training package
             VET Qualifications, e.g. BSZ98 Certificate IV in Assessment and Workplace Training / CN404
             Certificate in Instructional Skillsmay not be acceptable, and may need to be upgraded.




     1.7     Enter facilitation/teaching/tutoring experience and/or assessment experience, in order of currency.
                                     Most Current                                                 Less Current

     Institution

     Dates

     Full-time/part-time

     Units/Modules taught

     A.Q.F levels


     1.8     Do you hold full or provisional registration with the Queensland Collegeof Teachers
                           Yes [ ]                            No [ ]                         Provisional [ ]
     NOTE: the primary competency requirements for all Specified Persons who deliver and assess the
           Training Program (or part of it) are specified in item 1.6 of this Annexure A to Schedule 3.

     1.9     Indicate ways in which currency of facilitation/assessment practices (includes teaching and tutoring)
             are maintained through professional development, e.g., seminars, workshops, conferences on the
             developments in competency based training and assessment.

             Dates:                     Details:



     1.10    Enter professional affiliation/technical/trade details. Please indicate how active membership of
             relevant professional technical/trade associations provides you with knowledge of practices
             consistent with emerging/current best practice in both industry and training.


                                                                                                   Page 38 of 47
                                                                             Agreement Number <<insert number>>
Co-Provider Agreement


            Dates:                   Details:



     1.11   Enter any other relevant information. This may include any other training you have received e.g.
            OH&S induction; other roles performed, involvement in clubs and community groups, publications,
            special awards.

            Dates:                   Details:



            Signature of Specified Person:                                           Date:

            Name of Provider:

            Signature of Provider:                                                   Date:




                                                                                              Page 39 of 47
                                                                        Agreement Number <<insert number>>
Co-Provider Agreement

                                 SCHEDULE 4 – REPRESENTATIVES AND AGENTS
 Item 1.1 (definition, clause 1.1)

 Institute’s Representative(Insert all relevant details of the space provided below)
 Name:                                xx

 Position:                            xx

 Address: (postal)                    xx

 Telephone:                           xx

 Facsimile:                           xx

 Email:                               xx




 Item 1.2 (definition, clause 1.1):

 Co-Provider’s Representative(Insert all relevant details of the space provided below)
 Name:                                xx

 Position:                            xx

 Address: (postal)                    xx

 Telephone:                           xx

 Facsimile:                           xx

 Email:                               xx


 Item 2.1 (definition, clause 1.1)
 Institute’s Agent(Insert all relevant details in the space provided below)
 Name:                                xx

 Position:                            xx

 Address: (postal)                    xx

 Telephone:                           xx

 Facsimile:                           xx

 Email:                               xx


 Item 2.2 (definition, clause 1.1)
 Co-Provider’s Agent(Insert All Relevant Details in the space provided below)
 Name:                                xx

 Position:                            xx

 Address: (postal)                    xx




                                                                                                    Page 40 of 47
                                                                              Agreement Number <<insert number>>
Co-Provider Agreement

 Telephone:         xx

 Facsimile:         xx

 Email:             xx




                                               Page 41 of 47
                         Agreement Number <<insert number>>
Co-Provider Agreement

                                                SCHEDULE 5 – KPI’s
 Item 1: Key Performance Indicators (KPI’s) (clause 2.11)
 The Co-Provider must achieve all KPI’s identified in this Schedule 5 in the performance or purported performance
 of the Training Services. Failure to comply with KPI’s may result in action by the Institute under clause 14.1.
 The Co-Provider must comply with the default KPI’s, listed below:
 (a)      ensurethe Specified Persons approved by the Institute under clause 2.2 are engaged prior to the Training
          Program Start Date.
 (b)      provide a completed Specified Person Profile using the form in Annexure A of Schedule 3 for each
          Specified Person (including certified copies of all VET Statements of Attainment/Qualifications) and
          forward to the Institute at least ten Business Days prior to the Training Program Start Date (see clause
          2.2(d)).
 (c)      if required in Table B of Annexure A, Schedule 1, provide a complete Training and Assessment Strategy
          for each part of the Training Program (using those provided by the Instituteas a guide, if provided) and
          give it to the Institute at least ten Business Days prior to the Training Program Start Date (see clause
          2.2(c)).
 (d)      participate in validation and moderation compliance activities, audits and sampling of assessment tools
          and trainers/assessors judgements relevant to the Training Services at the times required in this
          Agreement and in any notice issued by the Institute under this Agreement from time to time.
 (e)      develop learning resources and assessment tools relevant to the Training Program that meet the VET
          Quality Frameworkrequirements and have been approved by the Institute for validity, reliability, flexibility
          and fairness prior to the Training Program Start Date.
 (f)      provide access to all Trainingand Assessment Strategy resources and Training Product used for delivery
          of the Training Services upon request by the Institute within 5 Business Days for compliance checking
          against the VET Quality Framework or other audit purposes as stipulated by the Institute.
                (g) provide copies of any Training Records, including without limit Trainingand Assessment
                    Strategy resources and assessment tools used for delivery of the Training Program and/or
                    Learner records upon notificationby the Institute within the time specified in the relevant notice,
                    or if not time is specified, then within not less than 24 hours of the date of the notice for
                    compliance checking against the VET Quality Frameworkor other audit purposes as stipulated
                    by Institute.
 (h)      provideto the Institute by the Completion Dateall Learner assessments and assessment cover sheets
          completed as part of the Training Services (unless required by the Institute earlier) in order to enable the
          Institute to comply with AVETMISS retention requirements.
  (i)      allow and fully cooperate with the Institute access to Co-Provider’s records and premises to conduct
           internal quality audits of the Co-Provider’s performance of the Training Services upon the Institute’s
           request.
 For assessable events forming part of the Training Program the Co-Provider must return the following documents
 to the Institute within fourteen (14) Business Days after the completion of those assessable events:
  (j)      New Student Personal Details Forms and / or Continuing Student Personal Details Forms completed by
           Students;
 (k)       a copy of the Interim TAFE Class Roll and Assessment Summary where requested by the Institute.

 For assessable events forming part of the Training Program, the Co-Provider must return the following documents
 to the Institute within seven (7) Business Days after the close of study date recorded on the Interim TAFE Class
 Roll and Assessment Summary:
  (l)      the complete Interim TAFE Class Roll and Assessment Summary; and
(m)        Event Evaluation Forms completed by all Learners listed in the Interim TAFE Class Roll.

 For non-assessable events forming part of the Training Program, all documentation used for that event must be
 returned to the Institute within fourteen (14) Business Days after the completion of that non-assessable event.


                                                                                                     Page 42 of 47
                                                                               Agreement Number <<insert number>>
Co-Provider Agreement

 These KPI’s assist to ensure compliance with national VET Quality Framework and the NVR Act.
 Item 2:
 Key Performance Indicators (KPI’s) (clause 2.11)
 The Co-Provider must comply with additional KPI’s, listed below (if any):
 <<insert any additional milestones, performance indicators, deadlines, targets, etc, and delete these instructions>>




                                                                                                   Page 43 of 47
                                                                             Agreement Number <<insert number>>
Co-Provider Agreement

                                               SCHEDULE 6 – INSURANCE
 Insurance (clause 16)
 <<INSTRUCTIONS(note. delete these instructions once read and understood): DoNOTfill in the policy details of
 the Co-Provider’s insurances here. Such details DO NOT belong in the Contract. Copies of all policies and
 certificates of currency for whatever insurance the Co-Provider chooses should be checked by the Institute and
 retained on file as part of the Institute’s contract management processes at (a) commencement and (b) during
 the term of the Contract [and (c) after expiration/termination, but ONLY in respect of professional indemnity
 insurance for the additional period]. The purpose of such checks is to ensure that the Co-Provider’s insurances
 meet and continue to meet all minimum requirements inclause 16 and this Schedule 6. Contract Managers
 should contact Risk Management Services if unsure how to fill this Schedule out or if they wish to change amounts
 in items 1 or 2>>


 Item 1:
 Professional Indemnity Insurance (clause 16.1(d))
 Amount: $10,000,000


 Item 2:
 Public Liability Insurance (Clause 16.1(a))
 Amount: $10,000,000


 Item 3:
 Additional Period of Professional Indemnity Insurance(clause 16.1(d))
 From: the date of expiration or termination of Agreement
 To: Intentionally blank*
 or<< DELETE the words ‘intentionally blank’ and insert alternative period [eg.an ‘additional 5 years’]; - but DO
 NOT delete/change unless it needsto be different to clause 16.1(d) – a period less than 3 years from expiration or
 termination of the Agreement is generally NOT recommended>>
 *If left ‘Intentionally blank’, above, the additional period will be as set out in clause 16.1(d)


 Item 4:
 Personal Injuries Insurance (only for sole traders) (clause 16.1(c))
 Amount: *$<<insert amount, if applicable>>
 *If the dollar amount is left blank then clause 16.1(c) does not apply




                                                                                                   Page 44 of 47
                                                                             Agreement Number <<insert number>>
Co-Provider Agreement

                                              SCHEDULE 7 – MORAL RIGHTS CONSENT FORM
 Moral Rights Consent (clause 6.10(b))
 Refer to: IFM-PR-007: Intellectual Property at http://iwww.qed.qld.gov.au/strategic/eppr/information/ifmpr007/ for master.


 I, …………………………………………………………………………………………………..
 <<insert full name, position and residential street addressand delete these instructions>>,
            (a)   acknowledge and warrant that I am author of the works described as:
                  ………………………………………………………………………………(the “Work”)
 <<insert brief description of the work/ product / film, etc,and delete these instructions>>
            (b)         give the following consent, in relation to the Work, to the State of Queensland(the “State”):
                        (i)        I agree that I may not be attributed as author of the Work; and
                        (ii)       I agree that the State may undertake the following types of acts or omissions in relation to
                                   the Work, whether occurring before or after the date of this consent:
                                         • the alteration, amendment, deletion or modification of the Work; and
                                         • any dealing with, or changes to, the Work,
                                    which might otherwise constitute an infringement of my moral rights.
            (c)         warrant that the Work does not infringe the Intellectual Property Rights or Moral Rights of any other
                        person and any necessary permissions have been obtained from all owners of any third party
                        material.

 SIGNED BY
 .........................................                                      )    .................................
 (insert full name of signatory)                                                )   (signature)
 this. . . . . . . . . . . . . . . . day of . . . . . . . . . . . . . ., 20__   )
 in the presence of:                                                            )
  ........................................                                      )   .......................................
 (insert full name of witness)                                                  )   .
  ........................................                                      )   (signature of witness)
 (print address of witness)                                                     )

                                                                                                                        Version 3.0…..09/10/2007




                                                                                                                       Page 45 of 47
                                                                                                 Agreement Number <<insert number>>
Co-Provider Agreement

                                 SCHEDULE 8 – LIQUIDATED DAMAGES AMOUNT
 Item 1:Liquidated Damages (clause 20)


 The Parties have agreed that in the event that the Co-Provider fails to meet an obligation by the prescribed date
 specified in Schedule, then the Co-Provider is liable for and must immediately pay to the Institute:
 *$<<insert amount; should be a reasonable and genuine estimate of what the delay will cost the Institute; where
 possible, include the method of calculation and then delete these instructions>> per day,
 until the breach is remedied to the reasonable satisfaction of the Institute or until the expiration of 100 Business
 Days from the date of the breach (whichever is sooner).
 *If no amount is inserted then clause 21 does not apply.




                                                                                                     Page 46 of 47
                                                                               Agreement Number <<insert number>>
Co-Provider Agreement

                                        SCHEDULE 9 – SKILLS TRANSFER
 Item 1:Skills Transfer(clause 23)


 The Institute requests the following skills transfer processes to occur:
         Or<<insert details of any skills transfer activities and when/where they are to take place OR insert ‘Not
         Applicable’, and delete these instructions>>
 And/or
 The Co-Provider will provide the following skills transfer processes:
         Or<<insert detail of the skills transfer activities and when/where they are to take place OR insert ‘Not
         Applicable’, and delete these instructions>>




                                                                                                    Page 47 of 47
                                                                              Agreement Number <<insert number>>

								
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