Financial Management Training Program (FMTP)

Transcription

1 GRM International Pty Ltd ACN Financial Management Training Program (FMTP) Request for Tender April 2015 Department of Education

2 Part 1 Activity Specific Tender Conditions 13 April 2015 Introduction Financial Management Training Program (FMTP) Request for Tender Thank you for your interest in the Financial Management Training Program (FMTP), an initiative of the Government of Papua New Guinea (PNG) through the Department of Education (DoE) supported by the Government of Australia through The Department of Foreign Affairs and Trade (DFAT). This initiative is being commissioned by the Australian Government through the Education Capacity Development Facility (ECDF). As managing contractor for the ECDF, GRM International Pty Ltd (GRM) invites you to Tender for this activity. As this is a DFAT funded Program, all Tenderers are required to follow Australian Government Commonwealth Procurement Rules, details of which can be accessed via the website: This Request for Tender (RFT) is separated into four parts: Part 1 - Activity Specific Tender Conditions, including the Tender Cover Sheet Part 2 - Standard Tender Conditions Part 3 Terms of Reference Part 4 Subcontractor Agreement If your organisation chooses to lodge a Tender it must be submitted under the terms of this document and the attached Parts, together referred to as the Request for Tender ( RFT ). Applications close at 5pm Australian Eastern Standard Time (AEST time) on Monday the 4 th of May Organisations submitting Tenders are encouraged to fully inform themselves of the Tender conditions (both Activity and Standard) when preparing their Tenders. Please register interest and direct any enquiries to [email protected] no later than ten days before the Tender closing date (above). Responses to queries will be grouped and will be provided in written form only as Communiques to all organisations that have registered interest in the tender process. Tenders that do not include both the Technical and Financial Schedules (as separate documents) will be assessed as non-compliant and may not be provided to the Technical Assessment Panel (TAP) for evaluation. We look forward to receiving your Tender. Financial Management Training Program (FMTP) Request for Tender 1

3 Part 1 Activity Specific Tender Conditions PART 1A ACTIVITY SPECIFIC TENDER CONDITIONS A. TENDER PARTICULARS 1. Endorsement: Financial Management Training Program (FMTP) 2. Closing Time: 5pm (AEST time), Monday 4 th of May Delivery Address: [email protected] 4. Contact: [email protected] (All correspondence with ECDF must be through this address. Contact with any ECDF officers in relation to this tender process will not be permitted). 5. Page Limits: Technical Schedule: maximum of ten (10) A4 pages including; Previous organisation experience (maximum 1 page); Methodology and approach to Terms of Reference (TOR); Administrative and logistical support arrangements (maximum 1 page); and If in association with another organisation, description of roles of each organisation (maximum 1 page). Annexes: Maximum of seventeen (17) A4 pages including: Annex 1 - Curriculum Vitae (CV) for each nominated team member up to a maximum of five (5) CVs of no more than two (2) A4 pages per CV; Annex 2 Up to four (4) Previous Experience Project Sheets of one (1) page each; and Annex 3 - Letters of Association of organisations in association of no more than one (1) page each. Financial Management Training Program (FMTP) Request for Tender 2

4 Part 1 Activity Specific Tender Conditions B. ELIGIBILITY TO SUBMIT A TECHNICAL SCHEDULE This Tender is open to applicants that fulfil the selection criteria. Tenderers are expected to demonstrate current and relevant experience in delivering such activity in PNG. Team members are expected to have relevant PNG experience. Please note that: Participation of PNG organisations in this Tender process is encouraged; and Association of International and PNG organisations is encouraged. SCORE WEIGHTINGS Tenderers will be assessed on the basis of a cost-effectiveness index. This will be implemented by allocating 100% weighting to the Technical Schedule, with a score against each of the weighted criteria being awarded by the TAP in their assessment of the Technical Schedule. Only Tenderers with Technical Schedules that receive a score of 70% or higher will have their Financial Schedule considered and the value for money index applied, as below. All other Financial Schedules will be excluded from further consideration. No weighted score will be applied to the Financial Schedule. The total price in the Financial Schedule will be divided by the total points scored for the Technical Schedule. From this calculation the Tender with the lowest resultant value for money index represents the best value for money and will be ranked first, subject to any due diligence or consideration of risk with the Tenderer. Example: Price from Financial Schedule = Value for money index Total technical score of Technical Schedule A ranked list of Tenders will be provided to DFAT for consideration. The successful Tender will be required to enter into a Subcontractor Agreement with GRM, details of which are at Part 4. No other form of contract or agreement will be considered. Financial Management Training Program (FMTP) Request for Tender 3

5 Part 1 Activity Specific Tender Conditions C. TENDER SCHEDULE A TECHNICAL SCHEDULE The Tender is comprised of two Schedules: Technical Schedule Tender Schedule A; and Financial Schedule Tender Schedule B. The response to Tender Schedule A must directly address the selection criteria, including annexes, with reference to the TOR. 1. Selection Criteria Response to selection criteria must be no more than ten (10) A4 pages, plus maximum of seventeen (17) A4 pages of Annexes as per Clause 5 above. Tenderers that do not address the selection criteria will not be assessed. Tenderers should note that as part of its technical deliberations in respect of all the criteria below, the TAP will confer at the end of May There is no requirement for Tenderers to attend an interview process. Given the scope of the FMTP and the time available to complete the work, the Tenderers will need to demonstrate the ability to provide technically efficient and cost-effective outputs in a limited timeframe and within the indicated schedule (to end of June 2016). Tenderers are expected to demonstrate: Current and relevant experience in delivering such activity in the Pacific and PNG; Team members relevant Pacific and PNG experience; and Focus on facilitating the transfer of knowledge of financial training to National Department of Education (NDoE), and provincial personnel where possible. Tenders will be assessed against the following criteria: a. Tenderer Experience (weighting 20%) With reference to organisation(s) Previous Experience Project Sheets for similar activity; and With reference to the information in the Technical Proposal for Previous Experience of Organisation(s) in implementing similar TOR. b. Methodology and Approach (weighting 30%) With reference to the methodology and approach that will be adopted by the Tenderer to deliver the training and analysis of results and operation of the hotline etc.; With reference to delivery timelines presented for outputs (referred to in the TOR in Section 5: Duration, Planning and Outputs); and With reference to response to all selection criteria in the TOR. c. Composition of Team (weighting 30%) With reference to Technical Proposal (i) Previous Experience and Annex 1 (Curricula Vitae), nominate individuals to be involved in the development of the Study and Plan with specific reference to their role and contribution to the activity. d. Administrative, Financial and Logistical Support (weighting 20%) Financial Management Training Program (FMTP) Request for Tender 4

6 Part 1 Activity Specific Tender Conditions With reference to the administrative, financial and logistical support that will be put in place by the Tenderer, including the Project Coordination Unit (PCU) and Hotline function and direct management support for the activity. Please note that only the personnel directly engaged in performing the functions and the time allowance for that direct engagement of these personnel is to be presented in the Financial Proposal. However, in the Technical Proposal, the Tenderer may describe capacity beyond those direct specified positions that the Tenderer will use to perform the TOR. Financial Management Training Program (FMTP) Request for Tender 5

7 Part 1 Activity Specific Tender Conditions 2. Annexes Annex 1: Curriculum Vitae for the Team Members CVs for each nominated team member, up to a maximum of five CVs of the key personnel of no more than two (2) A4 pages per CV. Submitted CVs must conform to the requirements outlined below: CVs for team members must include the following information: Name and personal contact details (this can be an address or phone number); Nationality and if relevant permanent resident status; Professional qualifications, including institution and date of award; and Details of recent relevant professional and development work experience, including the duration and extent of inputs, with all PNG experience bolded. CVs must be signed and dated by the nominated team member and must include the following certification: I, [insert name], declare that: The information provided in this CV is accurate and hereby authorize GRM to make whatsoever inquiries it may consider reasonable and necessary to undertake in the course of the Tender assessment in relation to the information I have provided in this CV or any other matter which may relate to my suitability for the position for which I have been nominated; and I am available to participate in the Project in the role in which I have been nominated in the Tender for the period or periods indicated in the Tender. Tenderers are reminded of their duty to ensure that all personnel nominated are available to commence duties as required in the Tender documents. Should any personnel be found to not be available as specified in the Tender, the Tenderer will be found to have submitted a nonconforming tender and may be disqualified on this basis. Tenderers must nominate at least two referees who can provide an objective assessment of the quality of relevant and recent work performed by the nominated team member. Referees who can supply character references only are not sufficient. Tenderers must ensure that nominated referees do not have an actual or potential conflict of interest when acting as a referee. In particular, Tenderers must ensure that referees: are not an employee of, or the holder of a current executive office (or similar position) within the organisation of, or do not have a business in association with, the Tenderer or a subsidiary organisation of the Tenderer; are not included in the Tender as nominated team members; and (c) are not GRM or DFAT employees currently involved in the delivery of the ECDF. Tenderers must ensure that nominated referees: are available to be contacted from 4 th May to 18 th May 2015; and are able to provide comments in English. GRM reserves the right to check with nominated referees and with other persons as GRM chooses, the accuracy of the information and quality of work performed. In making its final assessment, the TAP or GRM may have regard to other factors relevant to the suitability, capacity and qualifications of a Tenderer including but not limited to: Financial Management Training Program (FMTP) Request for Tender 6

8 Part 1 Activity Specific Tender Conditions Tenderer's ability to comply with the Contract Conditions; Tenderer's past performance on any non-dfat project or activity; Past performance of the Personnel nominated by the Tenderer on any previous DFAT or non-dfat project or activity; Information obtained from any source which is relevant to the capacity of the Tenderer to perform the Contract and achieve the Project goals and objectives. Such information may be the result of inquiries made by GRM; and Tenderer s demonstrated understanding of the cultural environment of the Project. Factors relevant to the final assessment are not allocated any specific weighting. Annex 2: Letters of Association and other details of other nominated subcontractors The Tenderer is to provide assurance of the Associate s corporate commitment and involvement in the ECDF - PNG in the form of a single A4 page Letter of Association. Details should also be provided for other work to be subcontracted and nominated subcontractors, where these are reasonably known at the time of Tender and who have made known their willingness to be involved with the activity, limited to a single A4 page per organisation. Tender Schedule A must be submitted as a PDF document and must be clearly identified with: TENDERER NAME Technical Schedule. Financial Management Training Program (FMTP) Request for Tender 7

9 Part 1 Activity Specific Tender Conditions D. TENDER SCHDULE B FINANCIAL SCHEDULE Tender Schedule B must be a fully costed fixed price based on the outputs / inputs as specified in the TOR, included in Part 3, including: Management Fee (Table 1); Personnel Costs (Table 2); Travel and Other Costs (Table 3); and Summary for like-for-like The Financial Schedule must contain the information required and adhere to the format detailed in this Clause. The Financial Schedule will have three purposes: 1) to provide information that will enable GRM to assess the value for money of the Tender; 2) to provide information that will enable provision to be made in the Subcontractor Agreement with the successful Tenderer for variation to the Agreement in the event that the Project inputs are subsequently varied by DFAT either within the term of the Agreement or to facilitate possible extension to the Agreement term; and 3) to provide information that will facilitate subsequent negotiation of the progressive flow of payments to the Subcontractor over the life of the Agreement. NOTE: The Financial Schedule presented here is confined to: Tenderer s direct costs to provide the PCU team personnel, other costs (operation of the PCU and hotline etc. (refer ToR). It should not present costs not directly involved in the activity head office support staff/costs; and This must not include the costs for the Reimbursable Costs, for example (Master Trainer costs, Stipends, MT travel costs, training material costs, NDoE personnel travel and associated with the performance of the FMTP TOR see note and table below). The Financial Schedule must include the following costs in the three tables provided below. Management Fee The fixed costs for delivering the services as outlined in the TOR are to be detailed in Table 1. This consists of the items listed including relevant insurances but not limited to; professional indemnity and workers insurance. The fixed costs are not to incorporate personnel costs or any costs outlined in the travel and other costs table. Additional items may be added under other with an additional line item added clearly detailing what other includes. Table 1 - Management Fee Item Cost (PGK) Management fee; to include profits, financial management costs, insurance, taxation, reporting and liaison responsibilities, risks and contingencies. Other: (to be specified and additional line added for each additional cost. Tenderer to add rows as required. Total Management Fee Financial Management Training Program (FMTP) Request for Tender 8

10 Part 1 Activity Specific Tender Conditions Personnel Costs The Tenderer is to identify technical and management positions required to deliver the FMTP, with consideration of the proposed team structure in the TOR. There is no limit to the number of positions that a Tenderer may nominate in order to perform the TOR. All positions must be costed on the number of days estimated to be required to fulfill the TOR. However, only five (5) CVs are to be presented in the Technical Proposal. Positions may be either parttime or full-time and may be filled by more than one person (determined by the Tenderer s approach/response to TOR). Table 2 Personnel Costs Position Level Personnel No of Days Fee per day Total Cost (PGK) Total Personnel Costs Travel and Other Costs Tenders should estimate the travel costs associated with the Organisation s Personnel profile (including conducting the services required in the TOR). This table will also include all costs relating to the operation of the PCU (refer TOR), Hotline support services (Refer TOR) any other personnel proposed by the Organisation, and other costs directly associated with performing the TOR services. A more detailed table may be provided to support the calculations and figures in Table 3. All items must be directly related to the Services. Table 3 Travel and Other Costs Activity / Output Unit Cost Quantity Total Cost (PGK) Airfares Per diems (in PNG only) Accommodation (in PNG only) Local Travel (Car Hire) PCU Operation Costs Hotline Support Services (12 months) Logistical Support Costs Financial Management Training Program (FMTP) Request for Tender 9

11 Part 1 Activity Specific Tender Conditions Activity / Output Unit Cost Quantity Total Cost (PGK) Financing of Reimbursable Costs * Other costs related to delivering services Other Costs related to delivering Services Total Travel and Other Costs Summary for Like-for- Like Assessment The total cost from all three tables will be used in the financial assessment in determining the value for money index. Table 4 Summary for Like-for-Like Assessment Item Maximum Amount Payable (PGK) Management Fee Insert Total Cost from Table 1 Personnel Costs Insert Total Costs from Table 2 Travel and Other Costs Insert Total Costs from Table 3 Total Tender Price (excluding GST) Summary of Table 1,2 and 3 Management Fee, Personnel Costs and Travel and Other Costs will be the Fixed IMPORTANT NOTE: The Budget for the training activity costs is PGK7.77 million PNG Kina (Please refer SCHEDULE 9: INDICATIVE BUDGET OF TRAINING ACTIVITY COSTS). This represents the budget for travel, accommodation, Master Trainer fees, and participant costs (refer cost categories of Schedule 9). These costs must NOT be presented in Tables 1, 2, 3 and 4 as part of this Financial Proposal. It is an indicative estimate of costing for the purposes of Tenderer understanding of the scope of the training exercise. It will be the responsibility of the Tenderer to finance, administer the Reimbursable costs in the Activity budget and present monthly invoices for reimbursement of these costs to ECDF. The Technical and Financial Proposal should present the capacity to administer these funds. Required Reports and Deliverables ( Outputs ) Output 1: Signing of Contract Output 2: Final, print-ready set of FMTP materials for secondary and large primary schools signed off by the NDoE Printing contract with selected company Output 3: Delivery note of printed FMTP materials Output 4: Minimum requirements for Provincial Master-Trainers (PMTs) and a list of selected PMTs (including their provincial locations and assigned districts (including justification for the allocations)) and no. of schools/pmt Output 5: FMTP National Training Plan Financial Management Training Program (FMTP) Request for Tender 10

12 Part 1 Activity Specific Tender Conditions Output 6: Standardised reporting template for reporting by PMTs Output 7: Report on the Provincial Education Advisers (PEA) FMTP Briefing meeting Output 8: Report on the training course for PMTs Output 9: Report on the distribution of materials to PMTs Output 10: Monthly reports and the calls logged on the FMTP hotline service Output 11: Monthly FMTP monitoring reports Output 12: Eight FMTP provincial monitoring reports Output 13: FMTP Training Completion Report Output 14: Report on district-based meetings to assess and score 2014 Acquittal Reports and check Combined Cash Books and Tuition Fee Free (TFF) files Output 15: Database of scores given to school and Technical and Vocational Education and Training (TVET) Centres Management Fee Payment Milestones The Management Fee is to be paid as per the following Payment Milestones: 10% - On Contract Signing 10% - Submission and acceptance of printed FMTP materials (Output 3) 20% - Submission and Acceptance of FMTP National Training Plan (Output 5) 10% - Submission and Acceptance of Report on training course for PMTs (Output 8) 10% - Submission and Acceptance of Report on distribution of materials to PMTs (Output 9) 20% - Submission and acceptance of FMTP Training Completion Report (Output 13) to the satisfaction of GRM (approved by DFAT) 10% - Submission and acceptance of Report on District-based meetings (Output 14) 10% - Submission and acceptance of Database of Scores (Output 15) Tender Schedule B must be submitted as a separate document in PDF format and must be clearly identified with TENDERER s NAME - Financial Schedule. Financial Management Training Program (FMTP) Request for Tender 11

13 Part 1 Activity Specific Tender Conditions PART 1B TENDER COVER SHEET DETAILS OF ADVERTISED ACTIVITY Financial Management Training Program (NDoE): Request for Tender NAME OF ORGANISATION: Address for correspondence: address: Details of two professional referees: Name: Position: Phone number: address: DETAILS OF TENDERER Contact phone numbers: (including country code) Home: Work: Mobile: Name: Position: Phone number: address: COMPETITIVE NEUTRALITY DECLARATION The Tenderer has complied with the principles of competitive neutrality in preparing its bid (publicly owned Tenderers only). And I make this solemn declaration by virtue of the Statutory Declarations Act 1959, and subject to the penalties provided by that Act for the making of false statements in statutory declarations, conscientiously believing the statements contained in this declaration to be true in every particular. (Signature of person making declaration) Declared at ( ) on the ( ) day of ( 2015) Before me, (Title of person before whom the declaration is made) DECLARATION I, declare that the information contained in this application is true and correct, and understand that giving false or misleading information is a serious offence. I declare that if selected for this activity, (insert name of organisation) will be available to commence work (from February 2015) for the duration of the assignment (until July 2015) as stated in the Subcontractor Agreement and its Scope of Services / Terms of Reference. I, understand that the financial submission of this Tender is an unconditional offer and fixed for the duration of the Subcontractor Agreement. Any potential Subcontractor Agreement extension will be negotiated using the rates nominated in the financial submission of this Tender. (Signature of person making declaration) Declared at ( ) on the ( ) day of ( 2015) Financial Management Training Program (FMTP) Request for Tender 12

14 Part 2 Standard Tender Conditions PART 2 STANDARD TENDER CONDITIONS 1. If the Tenderer finds any discrepancy, error or omission in this RFT or wishes to make any enquiry concerning this RFT, it is to notify GRM International Pty Ltd (GRM) in writing to [email protected] at least ten days prior to the RFT closing date. Where appropriate, answers to any such notices or questions will be given by GRM in the form of Addenda and will be issued to all tenderers up until five days prior to the RFT closing date. 2. GRM may amend the RFT at any time prior to the closing date and time, including (without limitation) the Contract Conditions. The Tenderer may rely on no explanation or interpretation of the RFT unless given in the form of Addenda. Such addenda will become part of the Invitation. 3. The information contained in this RFT is not guaranteed with respect to accuracy and completeness and GRM accepts no responsibility for interpretations placed on the information by Tenderers. Tenderers should submit their Tender based on their own investigations and determinations. 4. The Tenderer is responsible for examining the RFT and any other information relevant to the risk, contingencies and other circumstances having an effect on its Tender which it is responsible to obtain. 5. GRM reserves the right before closing date and time to extend the deadline for submission of Tenders. In the event that GRM extends the deadline for submission, it will do so in the form of written Addenda. 6. GRM may, in its absolute discretion, terminate or abandon the RFT process, or reject Tenders by giving notice in writing to the Tenderers. If GRM does terminate or abandon the process, it will not be liable for any costs, losses, expenses or damage incurred by the Tenderer as a result of such termination or abandonment. 7. The Tenderer is responsible for all costs incidental to the preparation and delivery of the Tender, or any subsequent stage(s) of the procurement process, including answering any queries and providing any further information sought by GRM. 8. Tenderers financial schedule will be evaluated in AUD. Tenderers can submit a financial proposal in either AUD or PGK. For tenderers submitting a financial proposal in PGK the exchange rate of will be used. No other currencies will be considered. 9. GRM reserves the right to: a. seek Tenders from any organisation; b. request clarification in relation to the Tender, or request for additional information, to enable it to make an assessment as to the Tenderer s technical capacity to undertake the Activity. If the Tenderer fails to submit any information required by GRM by the date and time stipulated, the Tender may be treated as invalid; and c. publish the name of any short listed bidders on the basis of the documentation received 10. No legal obligations or agreement whatsoever is intended to be or is created between GRM and the Tenderer by virtue of this RFT (including but not limited to statements contained in this RFT or its Addenda) unless and until contract negotiations are completed Financial Management Training Program (FMTP) Request for Tender 13

15 Part 2 Standard Tender Conditions and a formal written agreement acceptable to GRM is entered into and executed by an authorised officer of the successful Tenderers. 11. The Tenderer acknowledges and agrees that GRM, its employees, agents and advisers are not, and will not be responsible, or liable for the accuracy or completeness of any information contained in the RFT or any Addenda. 12. The Tenderer must warrant that it has not engaged in collusive or anti-competitive practices with any other tenderers in the preparation of the Tender. ELIGIBILITY CRITERIA 13. This Tender is open to applicants that fulfil the selection criteria. 14. Tenderers are expected to demonstrate current and relevant experience in delivering such activity in PNG. Specified Team members to have in-png roles in the Study and Plan development are expected to have relevant PNG experience. LODGEMENT OF TENDERS 15. It is the responsibility of the Tenderer to ensure that the documentation is received at GRM electronically by the closing date and time prescribed in this RFT. A Tender lodged after the closing date and time is a late submission. 16. A late submission will normally not be considered unless it can be demonstrated by the Tenderer that the documentation would have arrived at the tender point by the required date and time as prescribed in this RFT. GRM may allow a late Tender to be assessed at its absolute discretion. 17. GRM will not consider or entertain any queries about a decision to assess or reject a late Tender. 18. Tenders are to be in English. CONFORMING TENDER 19. The Tenderer must submit as part of the RFT process a Technical Schedule and Financial Schedule that meets the criteria as outlined in Part 1A. 20. The Tender is to be endorsed in the form of a Tender Form as outlined in Part 1B, with confirmation that the Tenderer has allowed in its Tender for the requirements contained in all Addenda issued to Tenderers. Each Addendum to be identified by its number and date of issue in the Tender Form. 21. If the Tenderer is a firm, it is to provide: a. the name and address of the Authorised Executive Representative; b. the name of the company or corporation, the address of the registered office and the ABN / CAN; and c. If the Tenderer is a consortium or Joint Venture, provide the details of the agreements with consortium partnership or joint venture. Financial Management Training Program (FMTP) Request for Tender 14

16 Part 2 Standard Tender Conditions ASSESSMENT 22. Tenders must comply with the requirements in this RFT. Failure to include all required information may result in rejection of the Tender by GRM, on the basis of noncompliance. 23. The Technical Schedule must: indicate the Tenderer s nominated contact person on the front page; be in a type font of no less than 12 points; be in a single column format; and be ten A4 pages or less in length plus Annexes. 24. GRM s selection process is conducted on a commercial-in-confidence basis in accordance with Commonwealth Government and DFAT Procurement Rules. It will assess through a TAP the merit of the Technical Schedule submitted to ensure that it meets its requirements as set out in this RFT. The TAP will also assess the Tender having regards to the Selection Criteria as contained in Part 1A. 25. It is GRM policy not to reveal the names of TAP members in view of confidentiality of the TAP s proceedings and TAP members participate on that basis. TAP members are required not to make contact with or to discuss deliberations of the TAP with third parties. 26. GRM shall not be bound by any oral advice given or information furnished, but shall be bound only by written advice or information. 27. GRM reserves the right, in its sole and absolute discretion, to: require any nominated members of personnel to be available to be interviewed by the TAP or GRM authorised personnel in order to assess their capability, commitment and understanding of the activity; reject any nominated team members in any Tender; require the Tenderer to propose another team member of appropriate experience and expertise in the team member s place if any nominated team members are rejected; take into account in assessing Tenders, past performance of the Tenderer and nominated personnel members: a) as a contractor, consultant or subcontractor on previous projects; b) as an associate of a contractor, consultant or subcontractor or as a joint venture partner on previous projects; and seek reference from third parties in respect of the Tenderer s previous projects or contracts and to take these references into account in the Tender assessment. ACCEPTANCE 28. GRM is not bound or required to accept any Tender. 29. Tenderers may be required to provide certification to GRM that it has satisfactory financial management and control systems with the capability to administer any claim for payment, reimbursement or expenditure acquittal. 30. GRM may reject a Tenderer and consider others, in circumstances where, upon accepting a Tender and during the contract negotiation / finalisation period: Financial Management Training Program (FMTP) Request for Tender 15

17 Part 2 Standard Tender Conditions key members of the nominated team are withdrawn or substituted; or the preferred Tenderer and GRM fail to agree on modifications or later alterations to the scope of the Tender to meet GRM specific requirements. FURTHER REQUIREMENTS 31. If intending to lodge a Tender on the basis of a joint venture, the Tenderer must include detailed information on the joint venture and the manner in which it will meet the selection criteria. COMPETITIVE NEUTRALITY 32. Competitive neutrality requires that government business activities do not have net competitive advantages over their private sector competitors simply as a result if their public ownership. Publicly owned bidders are required to formally declare that their bid complies with competitive neutrality principles. These principles include: the activity s full costs like depreciation and costs of capital; any in-house activity does not enjoy regulatory advantages; actual, or equivalent, taxation arrangements are put in place; and there is an appropriate rate of return. Tenderers are responsible to ensure they meet the Competitive Neutrality principles if they apply to the Tenderer. More information on the application of competitive neutrality can be found at the following internet web site at and ENQUIRIES 33. All enquiries must be directed to the following address in writing: [email protected]. Thank you for your interest in this Tender. We look forward to a rewarding and successful working relationship with the successful tender. Financial Management Training Program (FMTP) Request for Tender 16

18 PART 3 TERMS OF REFERENCE PART 3 TERMS OF REFERENCE Terms of Reference Financial Management Training Program (FMTP) for schools Part A: Financial management training for elementary, primary and secondary schools and TVET Centres; and Part B: Collection, review, analysis and reporting of 2014 Acquittal Reports 1. BACKGROUND AND DESCRIPTION OF FMTP SERVICES 1.1 Background In January 2012, the Government of Papua New Guinea s (GoPNG) launched the Tuition Fee Free (TFF) Subsidy Policy to improve access to quality education for children across the country. To support the successful implementation of the TFF policy the National Department of Education (NDoE) developed, printed and distributed a practical TFF Management Manual explaining important information about the TFF policy, and how TFF money should be managed and accounted for. To ensure that schools understood the information listed in the TFF Management Manual the NDoE established a partnership with Church Education Agencies to train Head-teachers, Teachers in Charge (TIC) and Board of Management Chairs from all elementary and primary schools (both Church and government) in PNG. The overall aim of this national training program was to train Head-teachers, TICs and BOM Chairs in the content of the manual and on how to manage and account for TFF money (see the TFF Management Manual, NDoE 2012). To better understand how schools were managing TFF funds the NDoE sent out teams of officers in 2012 to 10 provinces across the country. The NDoE monitoring team visited 687 elementary and primary schools across the 10 target provinces. Analysis of the findings from this exercise found a number of serious problems in the management of TFF funds in elementary schools, such as: a large number of schools 39 per cent were found to have very poor TFF document management, with no dedicated file in use. In many schools the relevant documents were scattered about in different folders and locations making tracking how TFF funds had been spent very difficult; 13 per cent of primary schools did not have a school budget, compared to 28 per cent for elementary schools; a large number of schools 44 per cent had weak financial management as they were not using a school budget to guide decisions on the use of TFF funds; schools performed poorly when it came to recording TFF expenditure transactions in a Combined Cash Book (CCB) or similar document only 52 per cent of schools visited had listed the transaction correctly in a CCB; and more than one-third of schools visited 36 per cent were given a Fail mark in correctly managing and accounting for TFF funds.

19 PART 3 TERMS OF REFERENCE Based on these findings the report recommended implementation of a national training program to train the following target groups in basic financial management: all HTs and BOM Treasurers from all elementary and primary schools; all Principals and Deputies from TVET Centres; and all Principals and Bursars from secondary schools. The report also listed a series of Results Targets to be achieved following the financial management training. These are listed below: 85% of schools have a bank statements showing 2013 TFF payments (Baseline (BL) = 59%); 100% of schools visited have a dedicated file with TFF documents (BL = 61%); 100% of schools visited have held meetings with P&C embers to discuss TFF funds (BL = 80%); 80% of schools visited have a SLIP (BL = 69%); 90% of schools visited have a school budget (BL = 60%); 80% of schools visited have followed their school budget (BL = 56%); 100% of schools visited have quotations for the two largest expenditure items (BL = 86%); 100% of schools visited have receipts for the two largest expenditure items (BL = 89%); 90% of schools visited have recorded the two largest expenditure items correctly in their Combined Cash Book (BL = 52%); and 80% of schools visited are awarded a Pass Mark through a Rapid Audit of TFF funds (BL = 64%). The following Scope of Work outlines how the national Financial Management Training Program (FMTP) for the above target groups will be implemented. 1.2 Description of FMTP services The FMTP for schools will comprise three main parts: 1) Training on financial management for schools; 2) Collection review and analysis of 2014 School Acquittal Reports; and, 3) Establishment and management of an information and advisory support telephone hotline for 12 months (to end June 2016). 1) Training on financial management for all schools and TVET Centers This part will involve training 2 people from each school and TVET Centre in PNG for three full training days (i.e. 8am to 4pm) in the FMTP materials. 2) Collection, review, analysis of 2014 School Acquittal Reports This part will involve district-based collection, analysis and feedback to schools on their 2014 Acquittal Reports from all schools and TVET Centres following their training in financial management. The main findings from this review will be collected and then listed in a national Performance Measurement Database. 3) Information and advisory support telephone hotline This part will involve the establishment of a simple telephone hotline that is staffed by one or two operators in Port Moresby. The assigned staff will provide advice and support to those who have been trained with any questions they have about the financial management training or the completion of their 2014 Acquittal Report. The requirements for each part are further detailed below.

20 PART 3 TERMS OF REFERENCE 2.0 OBJECTIVES OF THE FMTP SERVICES REQUIRED Below are the three main objectives for the FMTP. 1) To implement the national FMTP (using the NDoE package of training materials) for all HTs and BOM Treasurers from all elementary and primary schools; all Principals and Deputies from TVET Centres; and, all Principals and Bursars from secondary schools; 2) To collect, review and analyse 2014 School Acquittal Reports from all elementary and primary schools, TVET Centres,and secondary schools; and 3) To establish and successfully manage an information and advisory support telephone hotline for 12 months for the national FMTP. 3. SCOPE OF FMTP SERVICES The ECDF ( NDoE) would like to contract an Organisation to provide the following FMTP Coordination services: Part A: Training on financial management for all schools and TVET Centres 1) Establish a FMTP Project Coordination Unit (PCU) within the NDoE The contracted organisation will be required to establish a dedicated team (technical and management) based in Port Moresby who can closely liaise with NDoE officers to successfully implement the FMTP. (Note: other locations may be considered if appropriate communication and meeting protocols are established). Note: Attention should be paid to establishing a lean, efficient and cost-effective team for the PCU. Note: The Tendering Organisation must provide the costing (In Table 2) of the Financial proposal for the personnel proposed to perform this service and all other personnel the Organisation is proposing to support the operation of this Unit. 2) Print the FMTP materials Meet with NDoE officers to agree on the specifications for printing the FMTP materials. Secure 3 quotations from reputable printing companies in POM to print the materials. With NDoE officers, assess the quotations and choose a company to print the FMTP materials. Contract the selected printing company to print the materials. (Note: the print-ready set of materials has already been prepared. Any additional pre-printing design elements should be minimal). Note: K200,000 is estimated for the printing of the FMTP materials (Reimbursable costs not to be included in Financial Proposal). Output 1: Final, print-ready set of FMTP materials for secondary and large primary schools signed off by the NDoE (already completed) Output 2: Printing contract with selected company Output 3: Delivery note of printed FMTP materials 3) Identify Provincial Master-trainers (PMTs) Meet with NDoE officers to get a list of all schools and TVET Centres in PNG. Based on the number of schools in each district, as well as other factors, such as remoteness, identify 65 Provincial Master-trainers (PMTs) and assign them to the 89 districts. PMTs must be based in

21 PART 3 TERMS OF REFERENCE provincial towns in order to reduce costs. PMTs can also be from towns based at the subprovincial level, e.g. district towns/centres. PMTs must have the skills and experience to be effective Master-trainers. PMTs assigned to remote districts must be physically able to undertake training in these locations. PMTs should know the main local language where they currently reside. Draft and submit the minimum requirements for PMTs to NDoE officers for their agreement. Output 4: Minimum requirements for PMTs and a list of selected PMTs (including their provincial locations and assigned districts, including justification for the allocations) and no. of schools/pmt 4) Develop a detailed FMTP National Training Plan for undertaking 3-day sub-district training courses in all districts to reach all schools/centres The FMTP will be rolled out at two levels: a) Level 1 = Provincial town-based training courses for secondary school Principals and bursars and Head-teachers and BOM Treasures from top-performing/large/urban/periurban primary schools (i.e. using computers for financial management); and, b) Level 2 = Sub-district training courses for Head-teachers and BOM Treasures from elementary and primary schools, and Principals and Deputies from TVET Centres. Level 1 training The FMTP for Level 1 will be implemented for all 212 secondary schools and for an estimated 110 top-performing primary schools (5 per province). This training will be for two days. Level 2 training The FMTP will be rolled out nationally using a cluster approach. Each district will be divided into training clusters. Schools will be clustered by physical proximity. The maximum cluster size will be 20 schools/centres which will mean there will be 40 participants attending the course (two from each school/tvet Centre). From each school 2 people will be trained for 3 full training days (i.e. 8 to 4pm). From each school/centre the HT or Principal will be trained plus the BOM Treasurer or school bursar or a delegated staff member responsible for managing school finances. To ensure quality training there can be no more than 40 people attending one 3-day FMTP training course. Based on the above information draft a detailed FMTP National Training Plan covering Levels 1 and 2. Consult with NDoE officers to get their input and approval on the plan. Note: One Provincial Division of Education officer will accompany the PMT to each cluster Level 1 FMTP course. This will build the capacity of district officers in the content of the training course. One district officer (either a District Education Adviser, District Standards and Guidance officer or Elementary Trainer) will accompany the PMT to each cluster Level 2 FMTP course. This will build the capacity of district officers in coordinating training events of this nature, as well as the content of the training course. Output 5: FMTP National Training Plan

22 PART 3 TERMS OF REFERENCE 5) Develop a standardised reporting template for PMTs to report results and acquittals relating to FMTP training course costs Develop a standardised reporting template for PMTs to report results and acquittals relating to the FMTP training courses held in each district. This document can be based on the existing reporting template developed by the NDoE. Meet with NDoE officers to get feedback on the standardised reporting template for PMTs. Output 6: Standardised reporting template for reporting by PMTs 6) Organise and Conduct a two-day meeting in POM with all PEAs to brief them on all aspects of the FMTP Parts A, B and C Meet with NDoE officials to get the latest list of PEA names for all provinces. Draft invitation letters, and get the NDoE required signatures, then inform all PEAs. Undertake the full logistics for holding the two-day briefing meeting with PEAs in POM, including all flights, accommodation, lunches and teas (two days), conference hire and the Travel Allowances (TA). Budget the TA at a rate of K200/day for each PEA/day of the meeting, plus K100/day for travel in and out. List TA for 5 NDoE officers at K86/day for two days. Draft a report on the PEAs FMTP Briefing meeting. (Note: 4 regional standards officers to also be included as above). (Reimbursable Costs Refer Schedule 9). Output 7: Report on the PEAs FMTP Briefing meeting 7) Conduct a 5-day training course for PMTs in the FMTP materials Identify the most cost-effective method to train PMTs in a 5-day course on the FMTP materials, for example in POM or through regional training courses one in each region. Hold a training course or courses and train PMTs. Draft a report on the training course for PMTs. Note: The training course for PMTs must include at least one training day focused on adult training methods and skills. Four full days must be focused on the FMTP materials, reporting and implementation of sub-district training courses. Output 8: Report on the training course for PMTs 8) Distribute the FMTP materials to PMTs through PNG Post Organise and pack sets of FMTP materials for each PMT. The NDoE has determined that the most cost-effective way to deliver training materials to PMTs is through PNG Post. Each participant of the FMTP course will be given a set of materials to hand out to each participant attending the 3-day training courses at sub-district levels, such as: (i) TFF Policy; (ii) Financial Management Manual; and, (iii) Financial Management Workbook. So these materials will need to be sent in advance of the training courses to PMTs. Then PMTs will issue them at each training course they hold. Draft a report on the distribution of materials to PMTs. Note: Estimated cost of K200,000 for shipping FMTP materials to PMTs (Reimbursable Costs). Note: Travel budgets developed for PMTs to districts and training venues will need to include costs of transporting the sets of documents for each participant that they will train. Beyond the K200,000 for PNG Post. (Reimbursable Costs refer Schedule 9). Note: At each training course at the sub-district level PMTs will give the electronic versions of all FMTP documents to those participants who have access to a computer. These documents will

23 PART 3 TERMS OF REFERENCE also be given to all district officials, regardless of whether or not they attend the sub-national training courses. Note: The training materials for the Level 1 FMTP courses will be given out in hard and soft copies. In the training participants will be expected to bring a laptop to use during the training. In addition, the NDoE will be able to provide some additional laptops. Output 9: Report on the distribution of materials to PMTs 9) Establish and operationalize a telephone-based hotline to receive and address questions from participants who attended 3-day FMTP courses Establish a small two-person team to staff a simple, but effective telephone hotline/call centre to receive and respond to questions that schools have on any issue relating to the FMTP training course or submission of their 2014 Acquittal Reports. Output 10: Monthly reports and the calls logged on the FMTP hotline service 10) Hold cluster-level (sub-district) three-day training FMTP courses for schools and TVET Centres in all districts Implement the training FMTP National Training Plan to ensure that all schools attend quality 3- day training courses on financial management. Provide monthly reports to the NDoE on progress, including summaries of feedback/results from participants who attended the training as listed in their completed Training Course Evaluation Reports. Actively supervise the work of PMTs. Ensure that all the required documentation is collected from each training course such as signed attendance registers with correct contact details, signatures for TA given to each participant, and receipts for all expenditures etc. Note: In your financial proposal include costs for one district officer or standards officer to go with each PMT to undertake each FMTP course. Note: In your financial proposal accommodation for PMTs will be for free in the schools where FMTP course are held. Output 11: Monthly FMTP monitoring reports 11) Undertake monitoring of cluster-level (sub -district) three-day training FMTP courses for schools and TVET Centres in 20 districts Draft a monitoring plan and monitoring tools and basic guidelines for 8 teams of NDoE officers and PEAs to undertake monitoring trips to 3 districts in each province. Each monitoring trip will be for 6 days travel on Sunday 5 days visiting training courses, and returning on Saturday or Sunday. Liaise with selected NDoE FMTP monitoring officers to collect quality monitoring reports. Output 12: Eight FMTP provincial monitoring reports Note: In your financial proposal include all costs for one PEA and one NDoE officer to travel to each of the 8 provinces to undertake monitoring of the 3-day training courses. Make assumptions for travel and accommodation costs. TA costs are set at K200/day for NDoE officers and K86/day for PEAs (Reimbursable Costs Refer Schedule 9).

24 PART 3 TERMS OF REFERENCE 12) Analysis of PMTs Training reports and submission of a final completion report Undertake analysis of all of the data submitted by PMTs in their standardised reporting templates and then list in a detailed and comprehensive FMTP Training Completion Report. Output 13: FMTP Training Completion Report Part B: Collection, review, analysis and reporting of 2014 Acquittal Reports (1) Hold meetings in each district to assess and score 2014 Acquittal Reports and check Combined Cash Books and TFF files One or more months after completion of the FMTP training program for schools and centres PMTs will work with district education officers (DEA, Elem. Trainer, S&G officer) to hold district-based meetings with HTs from elementary and primary schools and TVET Centre Principals to review, assess and score submitted 2014 Acquittal Reports and check updated Combined Cash Books (CCB) and TFF files. In addition, at these meetings PMTs and district education officials will give immediate feedback to HTs and Principals regarding their 2014 Acquittal Report, CCB and TFF file. The overall aim of these meetings are to: (i) give feedback to HTs and Principals on how well they have done in completing their 2014 Acquittal Report and updating their CCB, and managing their TFF file; (ii) collect feedback on the extent to which HTs and Principals have applied what they learnt in the FMTP courses; and, (iii) document the performance scores awarded to schools. Note: Prior to the holding of cluster-level (sub-district) three-day training courses for schools and TVET Centres a Workplan must be submitted to the NDoE listing the dates and locations for the district-based meetings to meet HTs and Principals. Once this Workplan is approved then the dates and meeting locations in each district can be communicated to HTs and Principals at each FMTP course. The PMTs and district officials will follow a standardised guideline and checklist for assessing and scoring the documents submitted by each school/tvet Centre. Following the district-based meetings the scores given to schools/centres will be entered onto a simple database and then written-up in a report. Output 14: Report on district-based meetings to assess and score 2014 Acquittal Reports and check Combined Cash Books and TFF files Output 15: Database of scores given to school and TVET Centres 4. REPORTS AND TIME SCHEDULES The aim of the FMTP contract is to complete the FMTP training courses for schools and TVET Centres within the shortest, most reasonable time possible. However, the NDoE does not want to rush the training and undermine quality training. Assume in your proposal that there are 10,000 elementary, primary and TVET Centres in PNG. Companies will not be given a list of schools prior to submitting their tender documents. Therefore, each company must list a unit cost in their financial proposal for a training course to be undertaken in accessible districts, remote districts and very remote districts.

25 PART 3 TERMS OF REFERENCE For accessible and remote districts assume 20 schools in one course = 40 participants. For very remote district assume 10 schools in one course = 20 participants. Then using your unit cost calculations you can make an estimate of number of categories of training courses to be held in the 89 districts. e.g. District X assumed to have 125 schools 20 very remote schools, 60 remote schools and 45 accessible schools. From these assumptions the budget for holding the training course can be determined. If Tenderers are making assumptions in their budget then list them in a key or a notes section in the budget so it is clear. Contract PMTs for the time needed to successfully implement the FMTP for schools and TVET Centres. 4.1 Required reports and deliverables Output 1: Final, print-ready set of FMTP materials for secondary and large primary schools signed off by the NDoE; Output 2: Printing contract with selected company; Output 3: Delivery note of printed FMTP materials; Output 4: Minimum requirements for PMTs and a list of selected PMTs (including their provincial locations and assigned districts (including justification for the allocations)) and no. of schools/pmt; Output 5: FMTP National Training Plan; Output 6: Standardised reporting template for reporting by PMTs; Output 7: Report on the PEAs FMTP Briefing meeting; Output 8: Report on the training course for PMTs; Output 9: Report on the distribution of materials to PMTs; Output 10: Monthly reports and the calls logged on the FMTP hotline service; Output 11: Monthly FMTP monitoring reports; Output 12: Eight FMTP provincial monitoring reports; Output 13: FMTP Training Completion Report; Output 14: Report on district-based meetings to assess and score 2014 Acquittal Reports and check Combined Cash Books and TFF files; and Output 15: Database of scores given to school and TVET Centres. 5. CONTRACT STRUCTURE The Contractor selected to undertake this study will be paid and per the RFT conditions as specified by GRM International. 6. MATERIALS COPYRIGHTS The Contractor will not have the right to publish or use any of the materials developed under this contract for their own future use. The Australian Government will own and have the full copyrights of all materials developed under this contract.

26 PART 3 TERMS OF REFERENCE 7. INDICATIVE WORK PROGRAM AND LOCATIONS The Contractor will be required to list a detailed work program outlining the achievement of the above-listed reports and deliverables. The FMTP will be implemented in all 89 districts in PNG.

27 SUBCONTRACTOR AGREEMENT Between <<GRM INTERNATIONAL PTY LTD ABN OR ENTITY ON HEAD CONTRACT, IF DIFFERENT>> And <<INSERT SUBCONTRACTOR NAME>> Project Name/Number: Subcontractor Company Name: ABN/Company No./Registration No. Subcontractor s Address: Name of Subcontractor s Representative: Phone: Mobile Phone: Address: Term/period of Agreement: Commencement Date: Completion Date: Client: Project Location: Team Leader Project Manager: Project Director/Senior Manager in Charge:

28 SUBCONTRACTOR AGREEMENT This Subcontractor Agreement ( Agreement ) is entered into on <<insert date here when both parties have signed>> by and between: <<GRM INTERNATIONAL PTY LIMITED ABN or entity on Head Contract, if different >> having its office at Level 6, 444 Queen Street, Brisbane QLD 4000 ( Company ). And <<Name of subcontractor company in bold>> <<insert ABN if Australian Company/Company No./Registration No.>> having its office at <<insert address>> ( the Subcontractor ). The Company and the Subcontractor will be referred to in this Agreement individually as party and collectively as the parties BACKGROUND 1. The Company is an international project management and consultancy company that provides technical systems and project management. 2. The Company has entered into a head contract ( Head Contract ) with the Client (as described in Schedule A and the Cover Sheet to this Agreement) for the implementation of the project described in Schedule A and the Cover Sheet to this Agreement ( Project ). 3. The Company has decided to engage the Subcontractor to carry out certain services as part of the Project. 4. The Subcontractor has represented that it has the necessary expertise and skills to assist the Company. 5. The Company has agreed to engage the Subcontractor to provide the services required by it, and the Subcontractor has agreed to provide the services as defined in this Agreement and on the terms and conditions of this Agreement as follows: 1. Schedules and Definitions 1.1 Attached to and forming part of this Agreement are the following: (c) (d) Schedule A - Project Specific Provisions; Schedule B - Basis of Payment; and Schedule C - Documents, Policies and Procedures. Schedule D - Extract from Head Contract between GRM International and the Department of Foreign Affairs and Trade (DFAT) on Project specific contract conditions to be abided by.

29 1.2 Words and expressions identified or defined in the Schedules or in the remainder of this Agreement will have the identified or defined meaning assigned to them unless the context otherwise requires. 1.3 The Cover Sheet to this Agreement will form part of this Agreement. 1.4 Agreement means this document (including all Schedules) and is as may be amended or supplemented by the Parties from time to time in writing. 1.5 Claim against any person means any claim, action, proceeding, demand, prosecution, judgement, damage, loss, cost, expense, fine, penalty or liability whatever incurred or suffered by or brought or made or recovered against a person and however arising (whether presently ascertained, future or contingent). 1.6 Force Majeure means any of the following where they are beyond the control of the Company or the Subcontractor and where they make it impossible to perform an obligation under this Agreement: (c) (d) (e) (f) any act or omission by the government of the Recipient Country (as defined in Schedule A) or any other authority or agency of the government of the Recipient Country; an Act of God; war hostilities (whether war declared or not), invasion, act of foreign enemies, mobilisation, requisition or embargo; rebellion, revolution, insurrection or military or usurped power or civil war; contamination by radio-activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly; and riot, commotion or disorder, unless solely restricted to employees of the Subcontractor, provided that the Company is also able to terminate the Head Contract without penalty. 1.7 Insolvency Event means the Subcontractor: (c) (d) (e) (f) goes into liquidation; has a liquidator, receiver or official manager appointed to it; becomes bankrupt; enters into a scheme of arrangement with creditors; becomes unable to pay the Subcontractor s debts as they become due; and is insolvent or enters into or is subject to anything which has a similar purpose or effect to any of the above. 1.8 Legislative Requirements includes: Acts, Ordinances, regulations, by-laws, orders and proclamations of the Commonwealth and the State or Territory applicable to the Services; and Certificates, licences, consents, permits, approvals and requirements or organisations having jurisdiction application to the services.

30 1.9 Material includes reports, documents, equipment, software, goods, data and information stored by any means Personal Information means personal information as defined by the laws governing this Agreement Personnel means those persons listed in Schedule A Part 4 or those persons who are otherwise engaged by the Subcontractor to provide the Services as approved by Company including but not limited to the Subcontractor s employees, sub-contractors, agents or assigns Project Material means all Material: brought into existence for the purpose of performing the Services; or copied or derived from the above Material Project Related Intellectual Property means Material in existence prior to the date of this Agreement, developed by the Subcontractor or an associated entity, and utilised in conjunction with or for developing the Project Material Services means the Services set out in Schedule A Part Term means the period commencing on the Commencement Date and finishing on the Completion Date, unless terminated earlier in accordance with this Agreement. 2. Services 2.1 Provision of Services: The Subcontractor will provide the services specified in Schedule A, Part 2 ( the Services ) to the standards at the times and in the frequency, quantity and manner specified in the Scope of Services (Schedule A, Part 2). 2.2 Duration of Services: The Subcontractor will commence providing the Services by the Commencement Date and complete all of the service provisions to the satisfaction of the Company by the Completion Date (both as defined in the Cover Sheet to this Agreement and Schedule A, Part 2). 2.3 Overriding standard: The Subcontractor warrants that: It is well able and suitably qualified, licensed and experienced and will remain sufficiently qualified, licensed and experienced to perform the Services under this Agreement as set out in Schedule A Part 2; Any Personnel engaged to assist in the provision of the Services are suitably qualified, licensed and experienced and will remain sufficiently qualified, licensed and experienced to perform the Services under this Agreement; It will exercise and ensure its Personnel exercise the high standard of skill, care and diligence that would be expected of an expert professional provider of the Services; It will act and ensure its Personnel act in good faith and in the best interests of the

31 Company and the Client; It will comply with the Company s reasonable directions and ensure that its Personnel comply with the Company s reasonable directions; The Services will be rendered carefully, skillfully, diligently, efficiently and in a manner consistent with best practice in the industry, and consistent with Company Policy and any contract applicable to the delivery of the Services (including between the Company and the Client); It will notify the Company as soon as it becomes aware of any event, issue or circumstance which may adversely affect the performance of its services or the Company; It is satisfied as to the accuracy, sufficiency or completeness of any information relevant to the provision of the Services that is provided by or on behalf of the Company ( Information ) and accepts full responsibility for its use of the Information, including any references or conclusions it has drawn from the Information; To the best of its knowledge, information and belief, at the date of the Agreement, no conflict of interest exists or is likely to arise in the performance of its obligations under the Agreement; If during the term of the Agreement, a conflict or risk of conflict of interest arises because of work undertaken for any person other than the Company, the Subcontractor undertakes to notify the Project Manager immediately in writing of that conflict of interest or risk of it. Where the Project Manager receives a notice of conflict of interest under this clause, the Company may give the Subcontractor a notice to remedy the conflict. If the Subcontractor is unable to remedy the conflict within the time specified by the Company, the Company may terminate the Agreement without further notice; It will not engage and will ensure its Personnel do not engage in the political affairs of the Recipient Country (as defined in Schedule A, Part 1) (unless a citizen of that country) or in any activity or conduct that conflicts with the interests of the Company or the Client or is likely to impact upon the proper performance of this Agreement; It will not and ensure its Personnel will not make or accept any offer, gift, payment or benefit, which could be construed as an illegal or corrupt practice, an inducement or a reward in relation to the Services; It will notify the Company as soon as it becomes aware of any event, issue or circumstances which may adversely affect the performance of the Subcontractor s Services or the Company; It will comply and ensure its Personnel comply with all laws affecting the performance of the Services, including official protocols and procedures of the Recipient Country; and It will keep all records pertaining to the Services for a period of seven (7) years following the cessation of this Agreement. 2.4 Prior to commencing the Services, the Subcontractor must review and be familiar with the Legislative Requirements and the content of each of the permits, licences, approvals and authorisations required for or in connection with the Services. Upon commencement of the provision of Services the Contractor is deemed to have undertaken this review. 2.5 Acknowledgement and management of risks: The Subcontractor acknowledges the inherent risks connected with performing the Services and will proactively manage risks associated with that performance.

32 2.6 Personnel If the Subcontractor has Personnel or contractors connected with the provision of the Services pursuant to this Agreement the Subcontractor will comply with the provisions of Schedule A, Part The Subcontractor will be responsible for and must, from time to time as required by law, pay all compulsory superannuation, taxes (including but not limited to corporate tax, income tax, fringe benefits tax, payroll tax, stamp duty, withholding tax, PAYG, turnover tax and excise and import duties and any sub-contractor s taxes), insurances, and any other government levies and charges incurred in connection with providing the Services and indemnifies and will keep indemnified the Company from and against any claim however arising that the Company or its servants, agents or suppliers suffer, sustain or incur by reason of the Subcontractor s breach of any part of this clause Implementation/Work plan If required by the Company, the Subcontractor will provide the Company with an Implementation/Work plan ( the Work plan ) within two (2) weeks of the Commencement Date in the format supplied by the Company. 2.9 Unless otherwise agreed by the Company in writing, the Subcontractor will provide its own materials, tools and equipment necessary to perform the Services at its own expense and will be responsible for maintaining in a lawful manner all such materials, tools and equipment used or necessary for providing the Services Transport facilities The Subcontractor is responsible for arranging and providing all means of transport to enable the provision and completion of the Services, if this is not specifically provided for in Schedule B, Part Reporting to the Company The onus is on the Subcontractor before the Commencement Date to contact and obtain instructions from the Company, the Team Leader or the Team Leader s delegate as to whom and the times at which the Subcontractor will report to the Company with respect to particular aspects of the Services and particular obligations under this Subcontract The Subcontractor will provide the reports and other documents in accordance with the Company s, the Team Leader s or the Team Leader s delegate s instructions. 3. Head Contract 3.1 Protection of Client interests: The Subcontractor acknowledges that under the Head Contract the Company is required to ensure this Subcontract adequately protects the interests of the Client and ensures compliance with the Client s policies and requirements. 3.2 Compliance with Head Contract clauses: The Subcontractor will comply with all parts of the Head Contract that have relevance to and/or impact on the provision of the Services. The onus is on the Subcontractor to gain an understanding of those requirements of the Head Contract that have relevance to and/or impact on the provision of the Services. The Subcontractor will take such steps and give all reasonable assistance so as to enable the Company to comply with the Head Contract and the Company will supply all relevant information about the terms of the Head Contract to enable the Subcontractor to comply with the

33 obligations in this clause. The Subcontractor will procure that all is employees, contractors and subcontractors are bound by and comply with the terms of this clause. Key Clauses are listed in Schedule Access by the company 1.1 The Subcontractor will give persons authorised in writing by the Company reasonable access to premises occupied by the Subcontractor where the Services are being carried out and will permit such persons to inspect any information or Project Material relating to the Services. 5. Policies, procedures, and conflicts of interest 5.1 The Subcontractor confirms that it has been made aware of, has read and understood and will follow all the policies and procedures listed or referred to in Schedule C Part The Subcontractor confirms that it understands that the policies and documents listed or referred to in Schedule C Part 1 may change from time to time and that it is the Subcontractor s responsibility to keep itself updated on a regular basis. 5.3 The Subcontractor will also comply with and follow any Standard Operating Procedures and Guidelines, Procedural Manuals and Safety and Security Plans for the Project. 5.4 The Subcontractor hereby represents and warrants that: In carrying out its responsibilities under this Agreement, the Subcontractor and its directors, officers, employees, representatives or other third parties acting on its behalf, have not and will not pay, offer or promise to pay, or authorise the payment, directly or indirectly through any other person or entity, of any monies or anything of value to: (i) (ii) (iii) Any person or firm employed by, or acting for or on behalf of, any customer or potential customer, whether private or governmental, for the purposes of inducing or rewarding favourable action by the customer or potential customer in any commercial transaction; Any person or firm employed by, or acting for or on behalf of, any governmental entity (including state-owned or controlled entities or public international organizations) for the purposes of inducing or rewarding any action, or the withholding of any action, by such entity in any governmental matter; and Any governmental official or employee (including employees of state-owned or controlled entities or public international organizations), political party or official of such party, or any candidate for political office, for the purposes of inducing or rewarding favourable action (or the withholding of action) or the exercise of influence by such official, party or candidate in any commercial transaction or in any governmental matter. (c) (d) No rights or obligations of, or services to be rendered by the Subcontractor under this Agreement will be assigned, transferred or subcontracted to any third party without the prior written consent of the Company. The Subcontractor will conduct all activities related to this engagement in a fair, honest and transparent manner. The Subcontractor represents, warrants and certifies that the Subcontractor has adopted a policy to prevent corruption in the conduct of business and enforces said policy. The Subcontractor further represents, warrants and certifies that the Subcontractor has informed its employees, agents, contractors, subcontractors,

34 suppliers and other individuals or entities with whom Subcontractor does business of its anticorruption policy. The Subcontractor agrees to provide a copy of said policy to the Company. (e) (f) (g) The Subcontractor will immediately inform the Company if the Subcontractor becomes aware of any information indicating that any action in breach of clause 5.4. above has been committed or has been requested or otherwise suggested by any person, including a Government or Public Official or private individual, in connection with this engagement. Unless otherwise disclosed in writing to the Company, the Subcontractor represents, warrants and certifies that neither the Subcontractor, individuals employed by the Subcontractor, nor the immediate family members of it, are Government or Public Officials associated with this activity. The Subcontractor will immediately notify the Company in advance of the Subcontractor, any individual employed by the Subcontractor, or any immediate family member of it, becoming a Government or Public Official. The Subcontractor will include the terms and requirements of this clause 5 in all subcontracts or other contracts the Subcontractor makes in connection with this engagement to ensure that all individuals and other entities contracted by the Subcontractor comply with the terms of this clause Payment 6.1 In consideration of the Subcontractor providing the Services, the Company will pay the Subcontractor in accordance with the Basis of Payment (as set out in Schedule B). 6.2 Without limiting any other of the Company s rights under this Agreement, the Subcontractor will at its own cost and expense and with all reasonable expedition re-perform or remedy any part of the Services which, in the reasonable opinion of the Company are not executed in accordance with this Agreement and the Company will be under no obligation to make any payment to the Subcontractor for any such re-performance or remedial work. 7. Project material and other property 7.1 Subject to clause 7.2, any Project Related Intellectual Property or other intellectual property developed by the Subcontractor that is not Project Material is the property of the Subcontractor. 7.2 All Project Material is the property of the Company or the Client as directed by the Company. 7.3 The Subcontractor undertakes to complete and sign all documentation necessary to evidence ownership. 7.4 The Subcontractor provides the Company and the Recipient Country with a perpetual nonexclusive licence to use the Project Related Intellectual Property for the purpose of conducting or completing the Project or any related Programme. 7.5 The Subcontractor will: Ensure the safekeeping and maintenance of the Project Material and that the Project Material is used only for the purpose of this Agreement; and At the expiration or termination of this Agreement, deliver to the Company or as directed by the Company, all Project Material and other property of the Company and the Client, which is in the Subcontractor s possession or control.

35 7.6 If unsatisfied with the quality or another aspect of the Project Material, the Company may at its sole discretion amend or reject any Project Material, statement or recommendation made by the Subcontractor. If required to do so by the Company, the Subcontractor will promptly correct rejected Project Material. 8. Confidentiality 8.1 The Subcontractor acknowledges that during the Term of this Agreement the Subcontractor and its Personnel may become acquainted with or have access to Confidential Information, and agrees to maintain the confidence of the Confidential Information and to prevent its unauthorised disclosure to or use by any other person, firm or company (and to procure this from its Personnel). 8.2 Confidential Information means company proprietary information, technical data, trade secrets or know-how, including, but not limited to, business information, research, marketing, technical, financial information, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, and any other information relating to its personnel, customers, affiliates or agents disclosed to the Subcontractor or its Personnel by the Company either directly or indirectly. 8.3 The Subcontractor will not (and will procure that its Personnel will not) disclose or use any Confidential Information except to the extent that such disclosure or use is: (c) (d) Strictly necessary for the performance of the services; Required by law; Authorised by prior written approval from the Company; or Already in or comes into the public domain otherwise than through the Subcontractor s unauthorised disclosure (or that of any of its Personnel). 8.4 The Subcontractor agrees that this obligation applies during the Term and after termination of the Agreement. 8.5 All data, results, discoveries, inventions, improvements, reports and other works of authorship, trade secrets, and any other work product or deliverables (defined in this Agreement as "Invention/Work(s)"), whether or not patentable or subject to copyright, which may be made, written, conceived or otherwise provided by Subcontractor (or its Personnel) in performing the Services, either alone or in conjunction with others, in whole or in part, is work made for hire and will be the sole and exclusive property of the Company. The Subcontractor agrees upon the Company s request and at the Company s expense to provide reasonable cooperation and assistance in the prosecution, defence and maintenance of any such patent and copyright rights. Unless and until covered by Letters of Patent or otherwise disclosed to the public by the Company, the Subcontractor will treat all such Inventions/Works as Confidential Information. Upon the completion or termination of the Services, the Subcontractor will promptly turn over to the Company all Inventions/Works developed in the course of providing the Services. 8.6 The Subcontractor may not publish, exhibit or lecture on matters directly relating to the Services, unless the Subcontractor first obtains the Company s prior written consent (which the Company may grant or deny in its sole discretion), and the manuscript, exhibit or speech will have been approved in writing by the Company. The Company and/or the Client specifically reserves the right to use for any purpose, to reproduce, use, and disseminate all or part of any paper written utilising data generated from this Agreement or the Services and any such written paper will be treated as an Invention/Work. 8.7 The Subcontractor will ensure that no part of any Invention/Work will contain data or material owned by a third party without first obtaining the written permission of the copyright owner to

36 use such data or material and any such data or material will be clearly identified to the Company by the Subcontractor prior to or at the time of delivery to the Company. 8.8 In the event the Subcontractor includes any Project Related Intellectual Property in any Invention/Work the Subcontractor will clearly identify such Project Related Intellectual Property to the Company and the Company will have a non-exclusive perpetual worldwide licence to use such Project Related Intellectual Property to the extent necessary to make use of the Invention/Work. 9. No employment or agency 9.1 Nothing contained in this Agreement will be construed or have effect as constituting any relationship of employer and employee between the Company and the Subcontractor. 9.2 Nothing in this Agreement will constitute the Subcontractor as acting as an agent of the Company. The Subcontractor will not have any right or power whatsoever to contract on behalf of the Company or bind the Company in any way in relation to third parties unless specifically authorised to do so by the Company and the Subcontractor will not hold itself out as having any such authority. 9.3 Nothing contained in this Agreement will constitute a partnership or joint venture between the Company and the Subcontractor. 10. Indemnity and duty of care 10.1 Indemnity The Subcontractor will indemnify and keep indemnified the Company, the Client and the officers, employees and agents of the Company and the Client from and against any loss, damages, expenses or costs (including costs of any settlement) arising from any claim, demand, action, suit or proceeding that may be made or brought by any person against the Company, the Client or the officers, employees and agents of the Company and the Client or any of them for or in respect of: (i) (ii) personal injury or death of any person; or loss of or damage to any property or any other loss or damage arising out of or as a consequence of the performance or failure to perform the Services or any breach of the terms of this Agreement; (iii) (iv) (v) any claim made against the Company by the Personnel in respect of any relevant law concerning remuneration, income tax, workers compensation, annual leave, long service leave, superannuation or any applicable award, determination or agreement of a competent industrial tribunal; any claim by a third party against the Company arising out of any act or omission of the Subcontractor or Personnel in connection with the Agreement or the provision of the Services; and any penalty imposed for breach of an applicable law in connection with the provision of the Services by the Subcontractor or Personnel Duty of Care All Subcontractor Personnel or contractors engaged by the Subcontractor pursuant to this Agreement are the Subcontractor s responsibility.

37 (c) (d) The Subcontractor will be responsible for all security arrangements for the Personnel or engaged subcontractors pursuant to this Agreement, and the Company and the Client accept no responsibility for the health, safety and security of individuals or property whilst travelling. The Subcontractor will take out and maintain throughout the Term of this Agreement insurance cover as required in Schedule A, Part 3. The Subcontractor will indemnify and keep indemnified the Company and the Client in respect of: (i) (ii) Any loss damage or claim howsoever arising out of or relating to any negligence by the Subcontractor or its Personnel or any person or contractor employed or otherwise engaged by the Subcontractor in connection with the Services and/or this Agreement; and Any claim howsoever arising by the Subcontractor s Personnel or any person or contractor employed or otherwise engaged by the Subcontractor in connection with their performance under this Agreement Where the Company or the Client is providing any specific security or insurance arrangements in relation to this Agreement this will be set out in Schedule A, Part 2 or Schedule A, Part Performance and termination 11.1 Termination for breach or insolvency event the Company may, without prejudice to any other right which the Company may have, terminate the whole or part of this Agreement by written notice to the Subcontractor, to be effective from the date specified in the notice, if: (i) (ii) (iii) (iv) (v) an Insolvency Event, as defined occurs in relation to the Subcontractor; or the Subcontractor breaches a provision of this Agreement and, if the breach is capable of being remedied, does not remedy such breach within five (5) working days from the date of written notice by the Company to the Subcontractor requiring the breach to be remedied; or the Subcontractor or its Personnel behave in a way that is fundamentally inconsistent with the conduct of a technical professional including serious misconduct, or conduct in private life that is likely to bring the Company or the Client into disrepute; or the Subcontractor or its Personnel are convicted of a criminal offence; or the Subcontractor provides to the Company a clear indication that it will not or is unable to perform its duties under this Agreement Upon such termination, the Company will: pay any outstanding invoices that relate to Services provided they are not in dispute with the Subcontractor. The Company is not required to pay to the Subcontractor any money the subject of an invoice relating to Services provided which are in dispute (whether such invoice is delivered before or after the notice of termination); be entitled to recover from the Subcontractor any loss or damages incurred by it as a result of the termination.

38 11.3 Termination other than for breach or insolvency event: (c) (d) (e) The Company may, where it is not reasonably satisfied with the quality or comprehensiveness of completion of the Services, including Project Material, or progress of the Services in accordance with the Work plan or other estimate of time required to complete the identifiable stages of the Services, terminate the whole or part of this Agreement. The Company may terminate the whole or part of this Agreement where a direction is made by the Client or the Head Contract is terminated. Termination made pursuant to clause 11.1 or 11.3 must be made by notice in writing to the Subcontractor and will be effective from the date specified in the notice. Any dispute arising out of or in connection with this Agreement, will initially be attempted to be resolved through mutual negotiations between the parties, prior to any termination notice being issued. Should this fail and a termination notice be issued, the dispute resolution provisions of Clause 17 will apply. Upon such termination: (i) (ii) the Subcontractor will be entitled to payment for all work in respect of the terminated Services completed before the effective date of termination including those which have not been invoiced; and in respect of the terminated Services commenced before but not completed by the effective date of termination, payment for the work already performed on a pro rata basis Physical Discontinuance of Services: The Subcontractor agrees to: leave the project as directed by the Company at termination; and in the event that the Subcontractor is providing the Services under an aid visa for this Project, procure that its Personnel exit the country within a week of termination by the Company in accordance with the temporary immigration laws of the country in which the Services are provided Obligations on termination: Immediately on termination of this Agreement or at any time at the request of the Company the Subcontractor will: (i) (ii) (iii) Immediately deliver to the Company all documents books materials records correspondence papers and information (on whatever media and wherever located) relating to the business or affairs of the Company or its business contacts and also any keys and other property of the Company which is in the possession of or under the control of the Subcontractor; Irretrievably delete any information relating to the business of the Company stored on any magnetic or optical disk, memory or storage device and all matter derived from such sources which is in the possession of or under the control of the Subcontractor; Provide a signed statement that it has complied with fully with its obligations under this clause 11.5; and

39 (iv) Ensure that any Personnel or contractors of the Subcontractor will comply with the terms of this clause Non-solicitation: During the term of this Agreement and for twelve (12) months following expiration or termination, the Subcontractor will not, without the consent of the Company, solicit or otherwise attempt to persuade any employee, subcontractor or contractor of the Company to cease working for the Company or solicit or seek to provide services to the Project, whether on the employee s subcontractor s or contractor s own behalf or on behalf of another person. 12. Force majeure 12.1 Effect of Force Majeure event 12.2 Neither party will be considered in breach of the Agreement to the extent that performance of their obligations is prevented by a Force Majeure event Subcontractor s notification: Upon occurrence of an event considered by the Subcontractor to constitute Force Majeure, it will immediately notify the Company and recommend options to overcome the effects of the event; and Upon receipt of the notice, the Company will make a determination as to whether the event or circumstance constitutes Force Majeure The Company s determination: If the Company considers that an event of Force Majeure has occurred, the Company may, in its sole discretion, make a determination that an event of Force Majeure has occurred and, having done so, will promptly notify the Subcontractor of its determination Continuation of Agreement Despite any determination by the Company, the Subcontractor will endeavour to overcome the Force Majeure event and continue to perform its obligations under this Agreement as far as reasonably practicable (but subject to the terms of clause Termination for Force Majeure Event If the Company determines that a Force Majeure event has occurred the Company may terminate the whole or part of this Agreement by written notice to the Subcontractor, to take effect from seven (7) days after the date of the notice; and If a notice is given under paragraph, the Subcontractor will be entitled to payment in accordance with clause 11.3 (Termination other than for breach or insolvency event). 13. Privacy 13.1 The Subcontractor undertakes to take all reasonable steps to ensure the integrity and confidentiality of the Personal Information obtained pursuant to this Agreement In addition to observing all laws of the Recipient Country, the Subcontractor and its employees and contractors will:

40 observe the privacy principles under the Privacy Act 1988; not disclose, use or hold any Personal Information in breach of the Privacy Act 1988; and (c) indemnify the Company for any breach of the Privacy Act The Subcontractor consents to the holding, processing and accessing of Personal Information by the Company relating to the Subcontractor or its Personnel for all purposes relating to the performance of this Agreement including but not limited to transferring such Personal Information to a country or territory outside Australia. 14. Promotion and publicity by Subcontractor 14.1 The Subcontractor will not, without prior written approval of the Company, make any public statement about or advertise or promote its involvement with the Project whether in written, verbal or visual format ( Promotional Material ) The Company will, prior to approving the Promotional Material in clause 14.1, review the Promotional Material to be published. If the Company determines that any amendments are necessary to the Promotional Material, the Subcontractor will make these amendments and submit the amended Promotional Material to the Company to approve The Company may in its sole discretion refuse to approve Promotional Material provided to it by the Subcontractor The Subcontractor must ensure that all Promotional Material is accurate and not misleading in any way The Subcontractor must ensure that branding of any project materials complies with DFAT s branding policy. 15. Joint and several liability 15.1 In the event that the Subcontractor consists of more than one entity, then each of those entities is jointly and severally liable for the performance of the Subcontractor s obligations under this Agreement. 16. Notices 16.1 Notices will be in writing and will be delivered by either prepaid and registered post, by hand, by facsimile or by to the other party s representative at the address specified in this Agreement or such other address as is subsequently notified by the party. Notices will be deemed to have been received: (c) (d) If sent by prepaid registered post, on the day the mail would be delivered in the ordinary course of mail; If hand delivered by 5pm on a business day in the place of receipt, that business day, otherwise the following business day in the place of receipt; If sent by facsimile, successfully sent (as noted on the sender s fax machine) by facsimile by 5pm on a business day in the place of receipt, that business day, otherwise the following business day in the place of receipt; and If by , the date of acknowledgement of receipt of the by the other party s representative by return .

41 17. Dispute Resolution 17.1 A party must not start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement ( Dispute ) unless it has complied with this clause A party claiming that a Dispute has arisen must notify each other party to the Dispute giving details of the Dispute During the twenty (20) day period after a notice is given under clause 17.2 (or longer period agreed in writing by the parties to the Dispute ( Initial Period )) each party to the Dispute ( Disputant ) must use all reasonable efforts to resolve the Dispute If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute must be referred for mediation, at the request of any Disputant, to: A mediator agreed on by the Disputants; or If the Disputants are unable to agree on a mediator within seven days after the end of the Initial Period, a mediator nominated by the then current President of The Queensland Law Society or the President s nominee The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing Any information or documents disclosed by a Disputant under this clause: Must be kept confidential; and May not be used except to attempt to resolve the Dispute Each Disputant must pay its own costs of complying with this clause. The Disputants must pay equally the costs of any mediator engaged After the Initial Period, a disputant that has complied with clauses 17.1 to 17.6 may terminate the dispute resolution process by giving notice to each other Disputant If in relation to a Dispute, a Disputant breaches any of the provisions of this clause 17, each other Disputant need not comply with this clause 17 in relation to that Dispute. 18. Waiver 18.1 A right under this Agreement will only be waived if the waiver is in writing and signed by the relevant party. A waiver by either party will not prejudice its rights in respect of any subsequent breach of this Agreement by the other party. 19. Entire agreement 19.1 This Agreement is the entire Agreement in relation to the provision of the Services and supersedes any other communications or understandings, whether written or oral, between the parties. 20. Severability

42 20.1 Each provision of this Agreement will, unless the context otherwise necessarily requires, be read and construed as a separate and severable provision or part. If any provision or part is void or otherwise unenforceable for any reason then that provision or part will be severed and the remainder will be read and construed as if the severable provision or part had never existed. 21. Amendment 21.1 No amendment or change to this Agreement will be of any force or effect unless such amendment or change is in writing and signed by the parties. 22. Survival 22.1 The following clauses will survive the expiration or termination of this Agreement: (c) (d) (e) (f) (g) Clause 7 (Project Material and Other Property); Clause 8 (Confidentiality); Clause 10 (Indemnity and Duty of Care); Clause 13 (Privacy); Clause 14 (Promotion and publicity by Subcontract); Clause 15 (Joint and several liability); and Clause 22 (Survival). 23. Governing law 23.1 This Agreement will be governed by and construed in accordance with the laws of Queensland and the parties submit to the jurisdiction of the courts of Queensland. SIGNED BY THE DULY AUTHORISED REPRESENTATIVE OF THE COMPANY NAME: POSITION: SIGNED BY THE DULY AUTHORISED REPRESENTATIVE OF THE SUBCONTRACTOR NAME: POSITION:

43 Schedule A Project Specific Provisions Part 1: Details about the company and the project Project Title: Project Location: Recipient Country: Client Name: The Company COMPANY NAME: GRM International Pty Ltd ABN COMPANY S REPRESENTATIVE: ADDRESS: Level 6, 444 Queen Street, Brisbane 4000 TELEPHONE: FACSIMILE: PROJECT DIRECTOR NAME: ADDRESS: TELEPHONE: FACSIMILE: TECHNICAL MANAGER NAME: ADDRESS: TELEPHONE: FACSIMILE: PROJECT MANAGER NAME: ADDRESS: TELEPHONE: FACSIMILE: TEAM LEADER NAME: ADDRESS: TELEPHONE: FACSIMILE:

44 Schedule A Project Specific Provisions Part 2: Details of Subcontractor, Scope of Services, Terms of Reference Subcontractor Details and Dates of Input: NAME OF SUBCONTRACTOR: ABN/Company No./Registration No. ADDRESS OF SUBCONTRACTOR: NAME OF SUBCONTRACTOR S REPRESENTATIVE PHONE: MOBILE PHONE: ADDRESS: TERM/PERIOD OF AGREEMENT: COMMENCEMENT DATE: COMPLETION DATE: Terms of Reference: Scope of Services:

45 Schedule A Project Specific Provisions Part 3: Insurance Requirements ITEM Public liability Insurance Professional Indemnity Insurance Insurance of Workers Recipient Country Evidence of Insurance REQUIREMENT The Subcontractor will take out and maintain a Public Liability Insurance Policy and have the interests of the Company and the Client noted on the policy. The Policy must cover: an amount in respect of any one claim or series of claims arising from the one original cause of not less than AUD 5,000,000; and the Subcontractor in respect of liability to the Company and third parties and cover the Company and the Client against liability against third parties, in respect of any claim for loss of or damage to property or death or injury to any person arising out of or as a consequence of any act or omission of the Subcontractor in respect of the Services. The Subcontractor will take out a professional indemnity policy before the Commencement Date and maintain that policy for the Term of this Agreement and for a further period of six (6) years thereafter. The policy will: have a total aggregate cover of not less than AUD 10,000,000; and (c) The policy will include provisions for one automatic reinstatement of the sum insured and for loss of documents. (d) The Company at its absolute discretion may accept being noted on the Subcontractor s existing and valid Professional Indemnity insurance policy. The Subcontractor will take out insurance against liability for death or injury to persons employed by the Subcontractor (including liability by statute and at common law) and also emergency medical expenses before the Commencement Date and maintain that policy for the duration of this Agreement. The policy will: have a total aggregate cover of not less AUD 1,000,000; and (c) The Policy will where permitted by law, be extended to indemnify the Company and/or the Client for the Company and/or the Client s statutory liability for persons employed by the Subcontractor. (d) It is not the responsibility of the Company to meet the cost of the Subcontractor s medical care or to make arrangements for evacuation in a medical emergency. The Subcontractor will take out and maintain insurance in respect of the performance of the Services in the Recipient Country and in respect of personnel from the Recipient Country will comply with the laws of the Recipient Country. The onus is on the Subcontractor to make itself aware of the requirements of such insurance. Within fourteen (14) days of the date of this Agreement but not later than the Commencement Date, the Subcontractor will provide the Company with a copy of any insurance policy taken out and produce certificates of currency as evidence to the Company that the insurances have been taken out and maintained. The Company may request evidence of insurance at any time during the term of this Agreement and the Subcontractor will provide such evidence within seven (7) days of the request. The Company may also request evidence of the maintenance of the professional indemnity insurance at any time during the six (6) years after the Term of this Agreement and the Subcontractor will provide such evidence within seven (7) days of the request.

46 Schedule A Project Specific Provisions Part 4: Personnel Provisions (c) (d) (e) (f) The Subcontractor will ensure the persons in the Personnel/Staffing Schedule perform the Services in accordance with the obligations set out in the Personnel/Staffing Schedule. The Subcontractor will not vary the obligations without the Company s prior written approval. The Subcontractor will not vary the obligations or replace any person in the Personnel/Staffing Schedule without the Company s prior written approval. If a person in the Personnel/Staffing Schedule dies, becomes seriously ill or terminates his/her engagement with the Subcontractor, the Subcontractor will as soon as possible replace that person at its own cost with a person of at least equivalent experience, ability and expertise approved in writing by the Company. The Company (whether pursuant to a direction by the Client or in its own discretion), may direct the Subcontractor, at the Subcontractor s cost, to remove any person from the Project or from performing the Services. The Subcontractor accepts that the Company may not be in a position to provide reasons for this direction, and the Client and the Company will not be liable for any claim or costs in connection with the removal. The Subcontractor, by engaging Personnel to perform part(s) of the Services, will not be relieved from any of its liabilities or obligations under this Agreement and will remain responsible for all personnel and all work which is performed by them. The Subcontractor and its Personnel will not represent themselves as either the Client or the Company. Personnel/Staff Schedule Name Role/Position Obligations

47 Schedule B Basis of Payment Part 1: Total Contract Sum The total contract sum payable by GRM to the Subcontractor will not exceed AUD [please specify] which includes any applicable GST as follows: 2. DELIVE RABLE CATEGORY 3. ITEM 4. DELIVERABLE [specify verification of item] 5. AMOUNT (AUD) 1 [please specify] [please specify] 2 [please specify] [please specify] 3 [please specify] [please specify] 4 [please specify] [please specify] 5 [please specify] [please specify] 6 [please specify] [please specify] 7 [please specify] [please specify] 8 [please specify] [please specify] TOTAL AUD [please specify] 1. Goods & Services Tax 1.1 GST In this clause: (c) (d) (e) (f) (g) (h) (i) "Adjustment Note" has the same meaning as in the GST Law; "GST" has the same meaning as in the GST Law; "GST Law" has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth); "Input Tax Credit" has the same meaning as in the GST Law; "Recipient" has the same meaning as in the GST Law; "Supplier" means any party to this Agreement which makes a Supply; "Supply" has the same meaning as in the GST Law; "Tax Invoice" has the same meaning as in the GST Law; if a party is a member of a GST group, references to GST which the party must pay and to Input Tax Credits to which the party is entitled include GST which the

48 representative member of the GST group must pay and Input Tax Credits to which the representative member is entitled; and (j) words defined in the GST Law have the same meaning in this Agreement unless the context makes it clear that a different meaning is intended. 1.2 GST exclusive amounts All amounts referred to in the Agreement (unless otherwise stated) are exclusive of GST. 1.3 Payment of GST In addition to paying any consideration, the Recipient of any Supply must: pay to the Supplier an amount equal to any GST payable for any Supply by the Supplier to the Recipient under or in connection with this Agreement without deduction or set-off of any other amount; and make that payment: 1.4 Reimbursements if the Supplier must pay GST on or after receiving the consideration or any part of it, as and when the Recipient must pay or provide the consideration or that part of it; if the Supplier must pay GST on issuing an invoice under this Agreement on the due date for payment of that invoice; and if the Supplier must pay GST upon the occurrence of some other event, within 5 business days of a written request by the Supplier for payment of the GST, which may be in the form of a Tax Invoice (or an Adjustment Note). Where a party incurs a cost or expense for which it may be reimbursed by, be indemnified against, claim against or set-off against another party under this Agreement, the amount to be paid or credited is the cost or expense (reduced by the Input Tax Credit that the party being reimbursed or indemnified is entitled to claim in respect of that cost or expense) plus GST. 1.5 GST on claims If a payment to satisfy a claim or a right to claim under or in connection with this Agreement gives rise to a liability to pay GST, the payer must pay, and indemnify the payee on demand against the amount of that GST. If a party has a claim under or in connection with this Agreement for a cost on which that party must pay GST, the claim is for the cost (reduced by the Input Tax Credit to which that party is entitled) plus all GST. If a party has a claim under or in connection with this Agreement the amount of which depends on actual or estimated revenue or which is for a loss of revenue, revenue must be calculated without including any amount received or receivable as reimbursement for GST (whether that amount is separate or included as part of a larger amount). 1.6 Tax Invoices and Adjustment Notes

49 Notwithstanding any other provisions of this clause, a party will not be obliged to pay another party any amount on account of GST before the Supplier has issued to the Recipient, a Tax Invoice or Adjustment Note, as the case may be, in respect of that amount. 1.7 General The Subcontractor acknowledges that the Company will withhold any taxes, which under the law of Australia it is required to withhold. The Subcontractor acknowledges that it has not received any taxation advice from the Company and understands that all its taxation obligations remain the responsibility of the Subcontractor.

50 Schedule B Basis of Payment Part 2: Terms of Payment 1. Conditions Precedent The Subcontractor will not be entitled to payment of an invoice unless and until: The deliverable items for which payment is claimed have been achieved or completed in accordance with the Scope of Services and Terms of Reference as set out in this Agreement and to the satisfaction of the Company and the Client; and All Project Material for that part of the Services for which payment is claimed has been submitted to and approved by the Company. 2. Payment on account Any payment by the Company is payment on account only and not evidence of the Subcontractor s compliance with this Agreement, an admission of liability or acceptance by the Company of the Services. 3. Payment Terms If the conditions outlined in paragraph 1 above are fulfilled then, subject to the other terms of this Schedule B being complied with, the Company will make payment within thirty (30) days of the invoice date. The Subcontractor consents to the Company deducting from moneys otherwise due to the Subcontractor any overpayment previously made, any moneys due from the Subcontractor and any claim to money which the Company may have against the Subcontractor, whether for damages or otherwise. The Subcontractor must provide the Company with the details of a bank account that accepts deposits in the currency in which the Head Contract is denominated. Where the Head Contract currency and the Subcontractor s account currency differ the exchange rate will be that of the date of the transfer. 4. Accounting records The Subcontractor is only required to keep accurate and up-to-date accounting records, including books of account, personnel time sheets, final accounts and any other documents or papers which show all details in relation to the Services, if the Company formally advises the Subcontractor of this requirement and, upon such advice, the Company and the Client may from time to time audit these records. The Subcontractor will make such records available to the Company and the Client within a reasonable time from the date of the request.

51 Schedule B Basis of Payment Part 3: Invoices 1. Invoices The Subcontractor will not be entitled to payment of an invoice unless and until: (c) The Subcontractor will submit to the Company invoices for payment at the time(s) set out in the Basis of Payment. The invoices will show the amount claimed and how the amount is calculated based on the Basis of Payment, and will also contain the standard invoice information required by the Company (which will be supplied to the Subcontractor) To receive direct monetary payment for fees and expenses incurred the Subcontractor will first provide sufficient written evidence to the Company to verify the incurring of the expenditure. The Company may require the Subcontractor to provide additional information to assist the Company to determine whether or not an amount is payable. The payment term will be thirty (30) days after the Subcontractor has provided the additional information to the Company s satisfaction. 2. Form of Invoice Invoices will be submitted to: Attention of [<<insert details>>] GRM International Pty Ltd Level Queen Street BRISBANE QLD 4000

52 Schedule C Policies and Procedures Anticorruption Compliance Policy Whistleblower Protection Policy Child Protection Policy All documents can be downloaded in full at

53 Schedule C Policies and Procedures (to be signed) A. To be signed immediately Child Protection Code of Conduct Business Partner Code of Conduct Good Fame and Character Declaration B. To be signed at end of Contract or on the annual anniversary of the Contract, whichever is earliest. DFAT Contractor Performance Assessment

54 Schedule D - Extract from Head Contract between GRM International and the Department of Foreign Affairs and Trade (DFAT): Project Specific Contract Conditions to be abided by 11. SUB-CONTRACTING 11.1 The Contractor may not sub-contract the whole of the Services. The sub-contracting of parts or elements of the performance of the Services is subject to compliance with the following requirements: the Contractor must ensure that any sub-contractor to be engaged during the term of this contract is not: (i) (ii) (iii) (iv) (v) listed on a World Bank List or on a Relevant List; subject to any proceedings or an informal process which could lead to listing on a World Bank List or listing on a Relevant List; temporarily suspended from tendering for World Bank contracts by the World Bank, pending the outcome of a sanctions process; temporarily suspended from tendering by a donor of development funding other than the World Bank; or the subject of an investigation (whether formal or informal) by the World Bank or another donor of development funding. (c) If the Contractor has engaged a sub-contractor in contravention of Clause 11 (c), the Contractor must immediately on becoming aware or being notified of the breach, terminate the sub-contract. Any costs incurred by the Contractor in relation to termination shall be borne by the Contractor. the Contractor must ensure that sub-contracts include equivalent provisions regarding the Contractor s relevant obligations under this Contract. In particular sub-contractors must: (i) (ii) (iii) comply with relevant and applicable laws, regulations and development policies, including DFAT s Child protection policy ( and child protection compliance standards (Attachment 1 to the policy), both in Australia and in the Partner Country, and also Family Planning and the Aid Program: Guiding Principles (August 2009), accessible on DFAT s website ( be insured to at least the minimum of their statutory obligations and that they carry all commercially prudent insurances for the activities to be undertaken as part of the Services; be bound by the same obligations regarding Clauses 15 (Accounts and Records), 18 (Audits), 19 (Access to Premises), 26 (Privacy), and 38 (Anticorruption) below and as required by Project Specific Contract Conditions Clause 3 (Accounts and Records) as the Contractor; and

55 (iv) be bound by appropriate obligations in relation to ongoing software licensing, computer maintenance requirements and handover arrangements to the Partner Country; (d) (e) (f) (g) (h) if requested by DFAT, the Contractor must provide to DFAT an executed Deed of Novation and Substitution in the form at Schedule 4 (Deed of Novation), contemporaneously with or within 10 Business Days of execution of the sub-contract by the Contractor; the sub-contract must include the right of DFAT, in the event of DFAT issuing a notice of substitution under the Deed of Novation at Schedule 4 (Deed of Novation), to further novate the sub-contract to another contractor; the Contractor must maintain up-to-date records of the names of all sub-contractors engaged by the Contractor to perform part of the Services. If requested by DFAT, the Contractor must, within five (5) working days, provide to DFAT a copy of the records of sub-contractors names, in the format specified by DFAT. The sub-contract must include the right of DFAT to disclose the name of the sub-contractor, in accordance with Clause 29 (DFAT Use of Contract Information) below; the Contractor must maintain records as to the performance of each of the subcontractors engaged by the Contractor including details of any defects in such performance and the steps taken to ensure compliance with the Contract and provide to DFAT if requested; and if requested by DFAT, the Contractor must provide to DFAT a copy of any proposed or executed sub-contract. 15. ACCOUNTS AND RECORDS 15.1 The Contractor must at all times maintain full, true, separate and up-to-date accounts and records in relation to the Fees, Supplies and the Services. Such accounts and records must: (c) (d) (e) record all receipts and expenses in relation to the Supplies and Services, including those involving foreign exchange transactions; be kept in a manner that permits them to be conveniently and properly audited; enable the extraction of all information relevant to this Contract; contain details of the disposition of Supplies as agreed to by DFAT such as replacement, write-off or transfer to the Partner Country; and the Contractor shall provide to DFAT a statement of Project expenditure on a regular basis for the duration of the Project. The details of the timing and content of the statement of expenditure are defined in Part A Project Specific Contract Conditions Accounts and records must be provided for inspection by DFAT immediately upon the request of DFAT The accounts and records must be held for the term of this Contract and for a period of seven (7) years from the date of expiry or termination of this Contract. 18. AUDITS 18.1 Where DFAT has reasonable concerns regarding the Contractor's financial management systems DFAT must provide the Contractor with written notification of those concerns and what action is required of the Contractor. This may include:

56 (c) that the Company Director must provide a Statutory Declaration confirming that they have sighted the necessary supporting documentation and confirm the veracity of the claim for payment; providing DFAT with additional documentation to support the claim for payment; or a direction that the Contractor engage an independent, suitable organisation to undertake an audit of those financial management systems, including invoicing procedures and practices The Contractor must respond to any notice received under Clause 18.1 above within 14 days Where the Contractor does not respond within 14 days, or the response does not alleviate DFAT s concern, DFAT reserves the right, if it has not already done so, to direct the Contractor to provide DFAT with certification from an independent auditor as described in Clause 18.1(c) above If DFAT directs the Contractor to undertake an independent audit under this clause: (c) (d) the terms of reference must be agreed in writing by DFAT; the audit must be undertaken according to the standards of the professional body relevant to the particular audit and those standards must be detailed in the terms of reference; the Contractor will bear the total cost of the audit; and DFAT will not make any further payments owed to the Contractor pending certification of the reliability of the Contractor s financial management systems and the veracity of the invoicing procedures and practices. 19. ACCESS TO THE CONTRACTOR S PREMISES, DATA AND RECORDS 19.1 The Contractor must grant DFAT and/or its nominees (including the Auditor-General or the Privacy Commissioner or their delegates), access to the Contractor's premises, the Data, records, accounts and other financial material or material relevant to the Services, however and wherever stored, in the Contractor's or its sub-contractors custody, possession or control, for inspection and copying Such access must be available to DFAT and its nominees: (c) during the hours of 9 am and 5 pm on a Business Day; except in the case of a breach of this Contract, subject to reasonable prior notice; and at no additional charge to DFAT In the case of documents or records stored on a medium other than in writing, the Contractor must make available on request such reasonable facilities as may be necessary to enable a legible reproduction to be created at no additional cost to DFAT This clause applies for the term of this Contract and for a period of seven (7) years from the date of its expiration or termination. 26. CONFIDENTIALITY 26.1 Subject to this clause, the Contractor must not, without the prior written approval of DFAT, make public or disclose to any person any DFAT Confidential Information. In giving written approval, DFAT may impose such terms and conditions as in DFAT s opinion are appropriate.

57 26.2 The Contractor must take all reasonable steps to ensure Contractor Personnel do not make public or disclose the DFAT Confidential Information and must promptly notify DFAT of any unauthorised possession, use or disclosure of DFAT Confidential Information The Contractor must ensure that any Contract Personnel who will have access to DFAT Confidential Information complete a written undertaking in the form set out at Schedule 3, relating to the non-disclosure of that information The Contractor may disclose DFAT Confidential Information: (c) to its legal advisers in order to obtain advice in relation to its rights under this Contract, but only to the extent necessary for that purpose; to the extent required by law or by a lawful requirement of any government or governmental body, authority or agency having authority over the first-mentioned party; or if required in connection with legal proceedings, but in the case of and/or (c) above, subject to the Contractor giving DFAT sufficient notice of any proposed disclosure to enable DFAT to seek a protective order or other remedy to prevent the disclosure The Contractor must not transfer DFAT Confidential Information outside Australia, except to the Partner Country, or allow parties outside Australia to have access to it, without the prior approval of DFAT The Contractor must use DFAT Confidential Information held, acquired or which the Contractor may have had access to in connection with this Contract only for the purposes of fulfilling its obligations under this Contract. Upon expiry or earlier termination of this Contract the Contractor must either destroy or deliver to DFAT all DFAT Confidential Information, as required by DFAT. This clause shall survive expiration or termination of this Contract 27. PRIVACY 27.1 This clause applies only where the Contractor deals with Personal Information when, and for the purpose of, providing the Services In this clause, the terms agency, Information Privacy Principles (IPPs), and National Privacy Principles (NPPs) have the same meaning as they have in section 6 of the Privacy Act The Contractor acknowledges that it is a contracted service provider within the meaning of section 6 of the Privacy Act 1988 (the Privacy Act), and agrees in respect of the provision of the Services: (c) (d) to use or disclose Personal Information obtained during the course of providing the Services, only for the purposes of this Contract; not to do any act or engage in any practice that would breach an IPP contained in section 14 of the Privacy Act, which if done or engaged in by an agency, would be a breach of that IPP; to carry out and discharge the obligations contained in the IPPs as if it were an agency under that Act; to notify individuals whose Personal Information the Contractor holds, that complaints about acts or practices of the Contractor may be investigated by the Information

58 Officer who has power to award compensation against the Contractor in appropriate circumstances; (e) not to use or disclose Personal Information or engage in an act or practice that would breach section 16F of the Privacy Act (direct marketing), a NPP (particularly NPPs 7 to10) where that section or NPP is applicable to the Contractor, unless: (i) (ii) in the case of section 16F the use or disclosure is necessary, directly or indirectly, to discharge an obligation under this Contract; or in the case of a NPP where the activity or practice is engaged in for the purpose of discharging, directly or indirectly, an obligation under this Contract, and the activity or practice which is authorized by this Contract is inconsistent with the NPP; (f) (g) (h) (i) to disclose in writing to any person who asks, the content of the provisions of this Contract (if any) that are inconsistent with a NPP binding a party to this Contract; to immediately notify DFAT if the Contractor becomes aware of a breach or possible breach of any of the obligations contained in, or referred to in, this clause, whether by the Contractor or any sub-contractor; not to transfer such information outside Australia, except to the Partner Country, or to allow parties outside Australia or the Partner Country to have access to it, without the prior approval of DFAT; and to ensure that any employee of the Contractor who is required to deal with Personal Information for the purposes of this Contract is made aware of the obligations of the Contractor set out in this clause The Contractor agrees to ensure that any sub-contract entered into for the purpose of fulfilling its obligations under this Contract contains provisions to ensure that the sub-contractor has the same awareness and obligations as the Contractor has under this clause, including the requirement in relation to sub-contracts The Contractor agrees to indemnify DFat in respect of any loss, liability or expense suffered or incurred by DFAT which arises directly or indirectly from a breach of any of the obligations of the Contractor under this clause, or a sub-contractor under the sub-contract provisions referred to in Clause 27.4 above This clause shall survive expiration or termination of this Contract. 29. DFAT USE OF CONTRACT INFORMATION 29.1 DFAT may disclose matters relating to the Contract, including the Contract and the names of sub-contractors as specified in Clause 11.1(f) above, except where such information may breach the Privacy Act 1988, to Commonwealth governmental departments and agencies, Commonwealth Ministers and Parliamentary Secretaries, and to the Commonwealth Parliament, including responding to requests for information from Parliamentary committees or inquiries This clause shall survive termination or expiration of the Contract. 38. ANTI-CORRUPTION 38.1 The Contractor warrants that the Contractor shall not make or cause to be made, nor shall the Contractor receive or seek to receive, any offer, gift or payment, consideration or benefit of any kind, which would or could be construed as an illegal or corrupt act, either directly or

59 indirectly to any party, as an inducement or reward in relation to the execution of this Contract. In addition, the Contractor shall not bribe public officials and shall ensure that all Contractor Personnel comply with this provision. Any breach of this clause shall be grounds for immediate termination of this Contract under Standard Contract Conditions Clause 32 (Termination for Contractor Default) by notice from DFAT. 39. FRAUD 39.1 For the purpose of this Contract, 'fraud' or 'fraudulent activity' means dishonestly obtaining a benefit, or causing a Loss, by deception or other means, and includes suspected, alleged or attempted fraud This clause applies to any fraud which relates to the Project or this Contract The Contractor must not, and must ensure that its subcontractors do not, engage in any fraudulent activity The Contractor is responsible for preventing and detecting fraud including fraud within those functions outsourced performed by a sub-contractor or under any other arrangement established by the Contractor relating to the management or administration of the Project. The Contractor must ensure that Contractor Personnel are responsible and accountable to the Contractor for preventing and reporting any fraud as part of their routine responsibilities. 46. ADVISER INFORMATION 46.1 In this Clause 46, Adviser Information means the information which the Contractor must give DFAT in accordance with Clause 46.2, if requested to do so by DFAT. Adviser Information may be Personal Information The Contractor must give DFAT the following information about each Adviser on 15 January and 15 July of each year: (c) (d) (e) (f) (g) (h) (i) (j) (k) position title; gender; nationality; work location; contract start and end date; number of days worked in time period specified by DFAT preceding the receipt of the request; Monthly or Daily Remuneration Rate; Mobility Allowance, if any; Special Location Allowance, if any; Adviser Support Costs including Housing Cost, if any; and any other information regarding remuneration or costs associated with Advisers and identified by DFAT in the request.

60 46.3 In addition to the reporting requirements in Clause 46.2, the Contractor must provide the information specified in Clause 46.2 (k) within ten (10) Business Days of receiving a written request from DFAT DFAT will use the Adviser Information to ensure that the Australian Government s official overseas aid program achieves value for money and to meet its reporting requirements DFAT may disclose Adviser Information in accordance with Clause The Contractor must ensure that Advisers, before they are engaged: consent in writing to DFAT using the Adviser Information which may be collected under Clause 45.2 for the purposes described in 45.3; are aware that: (c) (d) DFAT may request, and the Contractor may provide to DFAT, the Adviser Information; DFAT may disclose the Adviser Information to Commonwealth governmental departments and agencies, Commonwealth Ministers and Parliamentary Secretaries, and to the Commonwealth Parliament; and they are entitled to access their own Personal Information which is held by DFAT, unless DFAT has a lawful right to refuse access The Contractor shall ensure that any sub-contract entered into for the purpose of fulfilling its obligations under this Contract contains provisions to ensure that the sub-contractor has the same awareness and obligations as the Contractor has under this Clause 46, including the requirement in relation to sub-contracts This clause shall survive termination or expiration of the Contract.