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memorandum of understanding forms by markhardigan

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									             MEMORANDUM OF UNDERSTANDING




                             BETWEEN




  The COMMONWEALTH OF AUSTRALIA, represented by the
 DEPARTMENT OF INNOVATION, INDUSTRY, SCIENCE AND
                   RESEARCH




                                AND




____________________________________________________________


______________________________________________________________________
                           (Mou Partner)




                    business.gov.au –SmartForms



Dated: ……………………………. day of …………….. two thousand and ……..……..



MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc
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Background

A.     The Australian Government’s business website, www.business.gov.au, has a
       facility called GovForms that provides business with access to government forms
       and transactions.

B.     This website is managed by the Department of Innovation, Industry, Science and
       Research (DIISR).

C.     DIISR has purchased components of the Adobe LiveCycle suite to deliver
       services enabling flat PDF forms to be converted to, and new forms to be
       developed as, SmartForms.

D.     The DIISR licensing agreement with Adobe enables agencies across all three tiers
       of government within Australia to publish business related SmartForms on
       GovForms without having to pay for Adobe licence and hosting fees.


1.     Definitions

1.1.      ‘SmartForm’ means a dynamic, interactive PDF form built on the Adobe
          Intelligent Document platform to offer functionality such as:
           • pre-populating client profile data;
           • editing and validating data at source;
           • digital signatures;
           • 2D barcodes containing all data entered by the user;
           • being completed on or offline;
           • saving the completed or partially completed forms; and
           • lodgement online or printed and forwarded by mail or fax.

1.2.      ‘Business related forms’ means forms supplied by the MoU partner, which can
          be used by the Australian business community.

1.3.      ‘Reader extended or Reader Extensions’ means the use of Adobe’s LiveCycle
          Reader Extensions software, which is a product that can activate the
          functionality in PDF files referred to in clause 1.1. This allows users of the
          free Adobe Reader to fill out, save, annotate, sign and submit PDF documents
          electronically at no additional cost.

1.4.      ‘GovForms’ is a service available through www.business.gov.au which was
          created to provide the Australian business community with an easier and more
          efficient way to access and use forms, applications and transactions from all
          levels of Government.




MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc
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2.     Party Commitments

2.1.   The parties agree they will adhere to the commitments provided within this
       MoU.

2.2.   The parties agree nothing in this MoU shall give rise to any liability of any
       kind to the parties on the part of the Commonwealth of Australia, its employees
       or agents (or both).

2.3.   This MoU can be varied by the parties provided the variations are made in
       writing and signed by all parties.

2.4.   The parties acknowledge that this MoU is solely for the purpose of hosting
       SmartForms on GovForms and for no other purpose.


3.     DIISR Commitments

3.1.   DIISR agrees to add Reader Extensions to each SmartForm developed by the
       MoU Partner under clause 4.2.

3.2.   DIISR will include the wording detailed in clause 4.3 into the SmartForm
       metadata.

3.3.   DIISR agrees to host each SmartForm referred to in clause 2.4 on Govforms.

3.4.   DIISR agrees to provide instructions and procedures to enable the MoU Partner
       to publish on GovForms.

3.5.   DIISR agrees to comply with the Service Levels set out in Schedule 1.

3.6.   DIISR agrees to provide a library of templates and other software that may be
       used in developing SmartForms. This software is free software, intended to
       assist the MoU Partner to develop SmartForms. It is not intended for any other
       purpose. Use of this software is not compulsory, accordingly, this software is
       provided “AS IS” and, to the extent permitted by law, DIISR makes no
       warranty about its suitability, performance or compatibility.


4.     MoU Partner Commitments

4.1.   The MoU Partner agrees to develop one or more SmartForms.

4.2.   The MoU Partner agrees that the Reader Extended version of each SmartForm
       developed in accordance with this MoU can only be hosted by DIISR.

4.3.   The MoU Partner agrees the following words will be included by DIISR in the
       metadata section of the SmartForm:
       “This version of this form contains Licensed certificates from Adobe Systems
       that restricts this form to being hosted on the business.gov.au web site or web


MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc
                                      Page 4 of 7


       sites under the control of the Australian Department of Innovation, Industry
       Science and Research, or on any other sites for sole purpose of replicating
       access to business.gov.au. Under the terms of the Adobe Systems Licence, no
       other entity may host this form on their websites without obtaining a separate
       licence from an Adobe provider.”

4.4.   The MoU Partner will ensure each SmartForm registered with DIISR under
       this MoU does not contain material which:
       4.4.1. is defamatory, misleading or deceptive;
       4.4.2. infringes any person’s intellectual property rights;
       4.4.3. is illegal; or
       4.4.4. would intentionally bring the Australian Government into disrepute.

4.5.   The MoU Partner will comply with the reasonable instructions and procedures
       provided by DIISR under clause 3.4 to publish and amend any SmartForm
       developed by the MoU Partner and hosted by DIISR. This specifically
       includes submitting a completed "Publish Request Form" for each SmartForm
       to be hosted by DIISR.

4.6.   The MoU Partner agrees that any arrangement entered into with a third party to
       develop a SmartForm will include agreements to preclude the use of resources
       provided by DIISR, including the library of templates, for commercial gain
       apart from which the third party is contracted to.

4.7.   The MoU Partner is responsible for ensuring that any smart PDF form
       developed under this section meets the requirements described in this MoU.


5.     Limits of Responsibility and Indemnity

5.1.   DIISR will not be liable for any loss or damage (including consequential loss
       or damage), however caused, which may arise from services provided under
       this MoU.

5.2.   DIISR shall endeavour to ensure any SmartForm accessible under this MoU is
       free from computer virus infections or other potentially harmful or disruptive
       components. However, the MoU Partner acknowledges that:
       5.2.1. DIISR will not be responsible for any transmission of computer virus
              infections or other potentially harmful or disruptive components; and
       5.2.2. DIISR will not be liable for any loss or damage (including consequential
              loss or damage) that may be wholly or partly caused by any transmission
              of computer virus infections or other potentially harmful or disruptive
              components.




MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc
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6.     Security, Privacy and Confidentiality

6.1.   The MoU Partner agrees to comply with the Information Privacy Principles set
       out in section 14 of the Privacy Act 1988 in respect of personal information
       received, created or held by the MoU Partner in connection with this MoU, as
       if the MoU Partner were an agency as defined in the Privacy Act 1988.

6.2.   This clause shall survive the termination or expiry of this MoU.


7.     Intellectual Property Rights

7.1.   Both parties acknowledge that nothing in this MoU shall affect ownership of
       any intellectual property rights.


8.     Dispute Resolution

8.1.   In the event of a dispute under this MoU, the Contact Officers will each use
       their best endeavours to resolve the dispute between them at an operational
       level.

8.2.    If a dispute is not resolved under clause 8.1 within five business days of an
       issue being formally raised by the parties, the dispute will be referred by the
       Contact Officers to their respective superiors, being:

       8.2.1 the General Manager, Online eBusiness Services Branch, DIISR; and

       8.2.2 the person to whom the MoU Partner’s Contact Officer reports.

8.3.   If the matter is not resolved through further negotiations under clause 8.2, the
       dispute will be referred by the officers nominated in clause 8.2 to the Secretary
       of DIISR and to the Chief Executive Officer of the MoU Partner.


9.     Term of this MoU

9.1.   This MoU will commence on the date of execution and, subject to Clause 9.2,
       will continue indefinitely.

9.2.   Either party may terminate this agreement by written notice to the other party
       as follows:
       9.2.1. DIISR must give the MoU Partner 90 calendar days notice of
              termination. DIISR may give notice for immediate termination if the
              MoU partner has taken action contrary to any of the commitments of this
              MoU; and
       9.2.2. The MoU Partner can give notice to terminate at any time.




MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc
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10.     Contact Officers

10.1.   DIISR and the MoU Partner agree to appoint Contact Officers. The Contact
        Officer for each party is authorised to act for that party in relation to this MoU
        and is the first point of contact for the other party in relation to any disputes
        arising under this MoU.

10.2.   The details for each party’s Contact Officer as at the execution date are set out
        in Schedule 2.

10.3.   If a party wishes to change their Contact Officer that party will notify the other
        party in writing of the new contact details within five working days of the
        change.




MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc
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EXECUTED as a Memorandum of Understanding (MoU)

SIGNED for and on behalf of the Department of
Innovation, Industry, Science and Research by:


……………………………………………                           …………..………………………………
(name)                                      (position)


…………..………………………………..                        ..................................................................
(signature)                                 (date)



in the presence of:


……………………………………………                           …………..………………………………
(name)                                      (position)


…………..…………………………….....                      ..................................................................
(signature)                                 (date)



SIGNED for and on behalf of MoU Partner
by:


……………………………………………                           …………..………………………………
(name)                                      (position)


…………..………………………………..                        ..................................................................
(signature)                                 (date)



in the presence of:


……………………………………………                           …………..………………………………
(name)                                      (position)


…………..………………………………..                        ..................................................................
(signature)                                 (date)




MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc
                     SCHEDULE 1 – SERVICE LEVELS                                         1




1.     Service Levels

1.1.   DIISR will provide the GovForms services under this MoU and will undertake
       best endeavours to meet service levels described below.


2.     Service Availability

2.1.   Hours of availability are;
       Standard Business Hours:
                                      9am – 5pm, Monday to Friday Canberra time

       Non-Prime Hours:
                                     5pm Friday to 9am Monday Canberra time
                                     5pm Monday to 9am Tuesday Canberra time
                                     5pm Tuesday to 9am Wednesday Canberra time
                                     5pm Wednesday to 9am Thursday Canberra time
                                     5pm Thursday to 9am Friday Canberra time
       as at the time the MoU is agreed. These may be subject to change at DIISR’s
       discretion.

2.2.   While services are generally available outside standard business hours, such
       hours are treated as non-prime availability. The MoU Partner acknowledges
       and accepts that outside of prime availability hours there may be a lower level
       of service.

2.3.   The MoU Partner acknowledges and accepts that due to the complexity of the
       services being offered unforseen outages can occur. DIISR will make
       reasonable efforts to meet the service availability targets listed and restore
       services as soon as practicable in the event of an outage.


3.     Scheduled Unavailability

3.1.   Unless otherwise negotiated, services may be unavailable due to scheduled
       maintenance as follows:

       Thursday                            19:00 to midnight      Canberra time
       2nd Sunday of each month            08:00 to midday        Canberra time

3.2.   DIISR reserves to right to alter these scheduled unavailability periods. DIISR
       will notify the client of any changes to these periods.

3.3.   In certain circumstances DIISR may need to take urgent action to suspend
       operation of services to rectify unforseen problems. DIISR will, wherever
       possible, provide the MoU Partner with notice of the intention to suspend
       access to these services and will ensure that the time of such suspension is
       minimised.



MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc
                       SCHEDULE 1 – SERVICE LEVELS                                      2




4.       Single Form posting


DIISR will afford best efforts to provide the following services within the specified time
frames.

4.1.     Post new form:
             Respond to request                            1 Working Day
             Complete request                              2 Working Days

4.2.     Change posted form version (Retain existing services):
            Respond to request                           1 Working Day
            Complete request                             2 Working Days

4.3.     Change posted form version (Change existing services):
            Respond to request                          1 Working Day
            Complete request                            2 Working Days

4.4.     Rectify operation of single from error:
             Respond to request                            1 Working Day
             Complete request                              2 Working Days

4.5.     Removal of form:
            Respond to request                             1 Working Day
            Complete request                               2 Working Days

4.6.     Provision of reports:
             Respond to request                            1 Working Day
             Complete request                              By negotiation

4.7.     General enquiries:
            Respond to request                             1 Working Day
            Complete request                               By negotiation




MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc
                                   SCHEDULE 2 – Contact Officers


     DIISR
     Manager, Liaison and Development Section
     Online eBusiness Services Branch
     Department of Innovation, Industry, Science and Research
     Email:           liaison@business.gov.au
     Fax:             (02) 6213 6862
     Postal Address: GPO Box 9839, CANBERRA ACT 2601

                For Technical Enquiries:
                Manager, OES, Business Product Development Section
                Email:    govforms_support@business.gov.au


     MoU Partner

     Name:                         ………………....................……………………………...

     Job Tittle:                  ……………....................………………………………...

     Phone:                       …………....................…………………………………...

     Fax:                         ……….....................……………………………………...

     Email:                       ………….....................…………………………………...

     Postal Address:               …………….....................………………………………...




     Delegates authorised to publish SmartForms with DIISR.



        Name                                      Contact phone                                     Contact email




     ............................................................................................




MEMORANDUM OF UNDERSTANDING SmartForms V2.7.doc

								
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