NATIONAL WORKFORCE DEVELOPMENT FUND TRI-PARTY DEED

Community Services and Health Industry Skills Council (ABN 96 056 479 504) National Disability Services Limited (ABN 52 008 445 485) Registered Training Organisation (Enter ACN) NATIONAL WORKFORCE DEVELOPMENT FUND TRI-PARTY DEED [Drafting notes: 1. This Agreement is a companion subcontract to the Commonwealth Department of Industry Funding Agreement for the National Workforce Development Fund for 2013-2014 (customised for the Disability Workforce Innovation Network Project) and is not intended to be used with any other Funding Agreement; 2. Clauses marked with an asterisk (*) are mandatory as required under the Funding Agreement.] FINAL PRO-FORMA 30 May 2014 Community Services & Health Industry Skills Council ABN 96 056 479 504 PO Box H61 Australia Square 1215 T 02 8226 6600 F 02 8226 6601 E admin@cshisc.com.au W www.cshisc.com.au 34997667

TABLE OF CONTENTS CONTRACT SCHEDULE... 1 1. TERM... 4 2. OVERVIEW OF PURPOSE AND PARTIES... 4 2.1 Subcontract... 4 2.2 Project Manager... 4 2.3 Project Funding... 4 2.4 Enterprise Contribution... 4 2.5 Undertaking the Approved Project... 4 3. PROJECT MANAGER OBLIGATIONS... 5 3.1 Project Manager obligations... 5 4. PARTICIPATING ORGANISATION OBLIGATIONS... 6 4.1 Approved Projects... 6 4.2 RTO Selection... 7 4.3 Enterprise selection... 8 4.4 Learners... 8 4.5 If training unsatisfactory... 9 4.6 Access to Learners and sites... 9 4.7 Where PO is a professional association... 9 5. RTO OBLIGATIONS... 9 5.1 Approved Projects... 9 5.2 Learners... 10 5.3 Enterprises... 11 5.4 Registration, investigations and complaints... 11 6. PROJECT FUNDS... 11 6.1 Use of Project Funds by the RTO or the PO... 11 6.2 What Project Funds cannot be used for... 11 6.3 Payment of Project Funds... 11 6.4 Suspension or withholding of the Project Funds... 12 6.5 Reduction... 13 6.6 RTO or PO to provide invoice... 13 6.7 Incorrect invoices, under/over payment... 14 6.8 Continuance of obligations... 14 6.9 Funding and other government support... 14 6.10 Bank account... 14 6.11 No additional Project Funds... 14 6.12 Repayment of Project Funds... 15 6.13 Commencement payment... 15 6.14 Credit Transfer adjustment... 16 6.15 Progression and Completion payments... 16 6.16 Withdrawal by Learners... 17 6.17 Withdrawal by the Enterprise... 17 6.18 Non-Eligible Training... 17 Page i

6.19 Enterprise Contribution... 17 6.20 GST AND OTHER TAXES... 18 6.21 No additional Project Funds... 19 7. BOOKS AND RECORDS*... 19 7.1 PO and RTO to keep books and records... 19 7.2 Financial records... 20 7.3 Learner information records... 20 7.4 Provision of records... 21 7.5 Cost... 21 7.6 Survival... 21 8. AUDIT AND ACCESS*... 21 8.1 Right to conduct audits... 21 8.2 Access to Premises and Records... 22 8.3 Conduct of audit and access... 22 8.4 Costs... 23 8.5 Access and audit by other relevant parties... 23 8.6 No reduction in responsibility... 23 8.7 Subcontractor requirements... 23 8.8 No restriction... 23 8.9 Survival... 23 9. REPORTING*... 24 9.1 Reporting... 24 9.2 Format and content of reports... 24 10. MONITORING AND EVALUATION*... 24 10.1 Progress Meetings... 24 10.2 Evaluation... 25 10.3 Notifications... 25 11. ACKNOWLEDGEMENT OF SUPPORT AND PUBLIC STATEMENTS... 26 11.1 Acknowledgement of support... 26 11.2 Publicity... 26 12. WARRANTIES... 26 12.1 Warranties by PO... 26 12.2 Warranties by RTO... 27 13. CONFLICT OF INTEREST*... 28 13.1 Warranty... 28 13.2 Notification of a conflict of interest... 28 14. PROTECTION OF PERSONAL INFORMATION*... 28 14.1 Application of this clause... 28 14.2 Obligations... 28 14.3 Subcontractors... 30 14.4 Indemnity by PO... 30 14.5 Indemnity by RTO... 30 14.6 Definitions... 30 Page ii

15. COMPLIANCE WITH OTHER LAWS AND POLICIES*... 30 15.1 Compliance with Laws... 30 15.2 Working with Children Checks... 31 16. WORK HEALTH AND SAFETY... 31 16.1 General safety obligations... 31 16.2 Subcontracts... 32 16.3 Relationship to other obligations... 32 17. INTELLECTUAL PROPERTY RIGHTS*... 33 17.1 Background IP and Third Party Material... 33 17.2 Commonwealth Material... 33 17.3 Ownership of Third Party Material... 33 17.4 Ownership of Project Materials... 34 17.5 Licence from PO and the RTO... 34 17.6 Licence to PO and the RTO... 34 17.7 PO Warranties... 34 17.8 RTO Warranties... 35 17.9 Remedy for breach of warranty by PO... 35 17.10 Remedy for breach of warranty by RTO... 35 18. MORAL RIGHTS... 36 18.1 Obtaining consents... 36 18.2 Specified Acts... 36 19. INSURANCE*... 37 19.1 Obligation to maintain insurance... 37 19.2 Certificate of currency... 37 20. TERMINATION WITH COSTS AND REDUCTION*... 37 20.1 Termination and reduction for convenience... 37 20.2 Termination for Default by PO or RTO... 38 20.3 After termination... 40 20.4 Project Manager's rights... 41 20.5 Termination does not affect accrued rights... 42 21. LIABILITY AND INDEMNITY*... 42 21.1 PO s indemnity... 42 21.2 RTO s indemnity... 43 22. DISPUTES... 44 22.1 Dispute... 44 22.2 Referral of Dispute... 44 22.3 Mediation... 44 22.4 Costs... 44 22.5 Confidentiality... 45 22.6 Termination and breach... 45 23. CONFIDENTIALITY*... 45 23.1 Prohibition on disclosure... 45 Page iii

23.2 Conditions of approval... 45 23.3 Advisers and third parties... 45 23.4 Exceptions to obligations... 46 23.5 Obligation on disclosure... 46 23.6 Additional confidential information... 47 23.7 Period of confidentiality... 47 23.8 No reduction in privacy obligations... 47 23.9 Return of information... 47 23.10 Confidential Agreement Provisions... 48 24. SUBCONTRACTING AND PERSONNEL*... 48 24.1 Subcontracting*... 48 24.2 Use of Specified Personnel... 49 24.3 Removal of Personnel... 49 25. NOTICES... 49 26. SURVIVAL*... 50 27. GENERAL... 51 27.1 No security... 51 27.2 Variation... 51 27.3 Approvals and consents... 51 27.4 Assignment and novation... 51 27.5 Costs... 51 27.6 Counterparts... 52 27.7 Entire agreement... 52 27.8 Further action... 52 27.9 Waiver... 52 27.10 Relationship... 52 27.11 Priority of Documents... 52 27.12 Governing law... 53 27.13 Operation and nature of indemnities... 53 27.14 False or misleading information*... 53 28. DEFINITIONS AND INTERPRETATION... 54 28.1 Definitions... 54 28.2 Interpretation... 60 SCHEDULE 1 APPROVED PROJECT DETAILS... 62 ANNEXURE A PRIVACY NOTICE... 68 ANNEXURE B CS&HISC NWDF TRAINING RECORD... 69 ANNEXURE C WORKING WITH CHILDREN CHECKS... 71 ANNEXURE D APPROVED PROJECT RESPONSIBILITY SUMMARY... 75 ANNEXURE E - ENTERPRISE LETTER OF COMMITMENT... 80 ANNEXURE F NWDF APPLICATION FORM... 81 Page iv

NATIONAL WORKFORCE DEVELOPMENT FUND TRI-PARTY DEED This Agreement is dated 2014 PARTIES Community Services and Health Industry Skills Council Limited (ABN 96 056 479 504) of Level 13, 1 Castlereagh Street SYDNEY NSW 2000 (Project Manager) The Participating Organisation named in the Contract Schedule (Participating Organisation or PO) The Registered Training Organisation named in the Contract Schedule (Registered Training Organisation or RTO) AGREEMENT The Project Manager, the PO and the RTO agree to enter into this Agreement in relation to the National Workforce Development Fund on the attached Terms and Conditions. CONTRACT SCHEDULE Item 1. Name of Participating Organisation National Disability Services Limited Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. ACN or ABN of Participating Organisation Address of Participating Organisation for notices (Address, Fax and contact name) Name of Registered Training Organisation ACN or ABN of Registered Training Organisation Address of Registered Training Organisation for notices (Address, Fax and contact name] Address of the Project Managers for notices (Address, Fax and contact name) 52 008 445 485 Level 14, 1 Castlereagh Street SYDNEY NSW 2000 Fax: (02) 9256 3123 Email: Gordon.duff@nds.org.au Contact Name: Gordon Duff [insert] [insert] [insert] Level 13, 1 Castlereagh Street, Sydney NSW 2000 Fax: (02) 8226 6601 Email: Jen.hamer@chsisc.com.au Contact Name: Dr Jen Hamer Item 8. Commencement Date Subject to clauses 4.2 and 4.3,[insert date of approval], date not to be before the commencement date of the Subcontract. Page 1

Item 9. Term The Term commences on the Commencement Date and subject to the terms and conditions ends on the End Date. End Date The earlier of: [insert]; and December 2015 (the end date of the Subcontract) Item 10. Guidelines and principles National Workforce Development Fund Revised Interim Guidelines 2011-2012 and any replacement guidelines as found on www.innovation.gov.au/nwdf Item 11. Program The National Workforce Development Fund Item 12. Department policies The Department policies as notified by the Project Manager to the PO and the RTO from time to time. Item 13. Enterprise(s) [insert name, ABN and address] of the employer(s) of the Learners. Page 2

EXECUTED as an Agreement Signed for Community Services and Health ) Industry Skills Council Limited (ABN 96 056 479 504) by its duly authorised ) representative, in the presence of: ) Signature of witness Signature of authorised representative Name of witness Name of authorised representative Date Signed for National Disability Services ) Limited (ABN 52 008 445 485) by its duly authorised representative, in the presence of: ) ) Signature of witness Signature of authorised representative Name of witness Name of authorised representative Date Signed for [insert name of RTO],[insert ) ABN] by its duly authorised representative, in the presence of: ) ) Signature of witness Signature of authorised representative Name of witness Name of authorised representative Date Page 3

1. TERM NATIONAL WORKFORCE DEVELOPMENT FUND TRI-PARTY DEED TERMS AND CONDITIONS The rights and obligations of the parties under this Agreement begin on the Commencement Date and, except in relation to those clauses that are expressly stated to continue, end on the earlier of: the date of termination under clause 20; (d) the expiration or termination of the Funding Agreement; the expiration or termination of the Subcontract; or End Date. 2. OVERVIEW OF PURPOSE AND PARTIES 2.1 Subcontract The parties acknowledge that the Project Manager and the PO have entered into the Subcontract, which is a companion document to this Agreement. The parties acknowledge that as between the Project Manager and the PO, to the extent of any inconsistency between the Subcontract and this Agreement, the terms and conditions of the Subcontract shall prevail. 2.2 Project Manager The Project Manager is entering this Agreement with the PO and the RTO to meet the Project Manager s obligations under the Funding Agreement for delivery of the National Workforce Development Fund Program (Program). 2.3 Project Funding The Project Manager must provide the Project Funding pursuant to the terms of this Agreement. 2.4 Enterprise Contribution The PO must ensure that the Enterprise makes the Enterprise Contribution to the RTO as set out in clause 6. 2.5 Undertaking the Approved Project The PO and the RTO must: Page 4

(d) comply with their respective obligations in relation to the Program and the Approved Project; comply with all reasonable requests from the Project Manager to assist in the delivery of the Program and the Approved Project; undertake the Approved Project to achieve the Outcomes; fulfil all of their obligations under this Agreement and undertake the Approved Project diligently, effectively and to a high professional standard in accordance with: (ii) (iii) all applicable Laws; the Guidelines and principles specified in the Contract Schedule; and the Department policies as notified by the Project Manager to the PO and RTO from time to time; (e) (f) (g) complete the Approved Project within the Project Period; meet with the Project Manager on a regular basis to discuss the progress of the Approved Project; fulfil all their obligations within the Project Period; (h) meet the due dates for the Milestones as specified in Schedule 1; (j) (k) not act in any way that may bring the Approved Project, the Program, the Project Manager or the Department into disrepute; not act in any way that may cause the Project Manager to be in breach of its obligations under the Funding Agreement; and assist the Project Manager in performing its reporting requirements under the Funding Agreement. 3. PROJECT MANAGER OBLIGATIONS 3.1 Project Manager obligations The Project Manager is entering this Agreement with the PO and RTO to meet the Project Manager s obligations under the Funding Agreement for delivery of the Program. The Project Manager will: provide the Project Funds in accordance with clause 6; Page 5

(ii) (iii) monitor the Approved Project; and provide all assistance and advice that the Project Manager considers reasonable to assist the PO and the RTO to meet the objectives and requirements of the Program and Approved Project. 4. PARTICIPATING ORGANISATION OBLIGATIONS 4.1 Approved Projects The PO must: (ii) undertake the Approved Project to achieve the Outcomes; undertake the Approved Project diligently, effectively, to a high professional standard and in accordance with: (A) (B) (C) all applicable Laws; any guidelines and principles specified in the Contract Schedule; and any Commonwealth policies and specific requirements set out in the Contract Schedule; (iii) (iv) (v) (vi) (vii) (viii) (ix) meet the due dates for the Milestones; ensure that the Enterprise makes the Enterprise Contribution to the RTO in accordance with clause 6.19; meet with the Project Manager on a regular basis to discuss the progress of the Approved Project (for the first six months on a fortnightly basis) or as otherwise agreed between the parties; implement the Program and the Approved Project in accordance with this Agreement; provide the Project Manager with any data reasonably requested by Project Manager concerning the Approved Project; ensure that a RTO delivering the training for an Approved Project is selected in accordance with clause 4.2; ensure that an Enterprise whose employed Learners participating in the training for an Approved Project is selected in accordance with clause 4.3; Page 6

(x) (xi) (xii) (xiii) ensure that all training funded pursuant to the terms and conditions of this Agreement is delivered as part of an Approved Project and is Eligible Training; ensure that the number of Learners who receive training in Eligible Training for each Approved Project is equal to or less than the Total of Learners specified in Schedule 1 for the corresponding Approved Project; ensure that where a Learner exits Eligible Training prior to Completion, they do not enrol in other Eligible Training as part of the Approved Project; and in any case where an Approved Project remains incomplete as at the end of the Project Period, work as directed by the Project Manager to ensure that the Approved Project is completed in accordance with this Agreement. The PO must not engage with any other registered training organisation in relation to an Approved Project without: (ii) the prior written consent of the Project Manager; and entering into an agreement with that registered training organisation on terms substantially similar to this Agreement and as approved by the Project Manager. 4.2 RTO Selection (d) The rights and obligations under this Agreement are subject to the PO having complied with the requirements in this clause 4.2. The PO must ensure that the training for the Approved Project is only conducted by the RTO following selection by the PO and approval by the Project Manager and the Department in accordance with this clause 4.2. The PO must consult with the Project Manager in relation to the suitability of the RTO to deliver the training in accordance with this Agreement. For the avoidance of doubt, the PO must undertake this consultation process prior to seeking the approval of the Department pursuant to clause 4.2(d). If the PO wishes to use an RTO, the PO must: (ii) complete the NWDF Application Form; lodge the NWDF Application Form with the Department; and Page 7

(iii) liaise with the Department as necessary to ensure that the NWDF Application Form is approved by the Department. (e) (f) The parties acknowledges that the Department will notify the Project Manager if and when an NWDF Application Form has been approved and the Project Manager will advise the PO and of the Department s decision as soon as reasonably possible after receiving notification from the Department. The PO must ensure that each NWDF Application Form includes all other documentary evidence as may be required: (A) (B) pursuant to the NWDF Application Form; and suggested by the Project Manager during the consultation process outlined in clause 4.2. 4.3 Enterprise selection The rights and obligations under this Agreement are subject to the PO having completed the requirements in this clause 4.3. The PO must for each Approved Project: (ii) (iii) ensure that the Enterprise which employs the relevant Learners has signed a letter substantially in the form of the Enterprise Letter of Commitment in Annexure E. ensure that the Enterprise Letter of Commitment is submitted with the NWDF Application Form; and consult with the Project Manager in relation to the suitability of the Enterprise to be involved in the training in accordance with the Approved Project. For the avoidance of doubt, the PO must undertake this consultation process prior to seeking the approval of the Department pursuant to clause 4.2(d). 4.4 Learners The PO must, for each Approved Project: conduct checks to confirm whether all potential Learners meet the criteria specified in the Guidelines (specifically page 4) and have the required literacy and numeracy to participate in the Approved Project; advise the RTO of any Learner changes to, withdrawals from or cancellations to the Approved Projects; and Page 8

work with the Project Manager to evaluate and report on the impact of the training delivered under the Program and on any changes to the productivity, performance, staff retention or any other relevant issues. 4.5 If training unsatisfactory If a PO considers that the training provided to any Learner is unsatisfactory, the PO must immediately notify the Project Manager in accordance with clause 10.3. 4.6 Access to Learners and sites The PO must provide the Project Manager and the RTO with: all access to each Learner and/or Enterprise necessary and desirable to conduct an Approved Project; and reasonable access during normal business hours to its sites to the extent necessary for the Project Manager and the RTO to fulfil their obligations or exercise their rights under this Agreement. 4.7 Where PO is a professional association In any case where the PO is a professional association or other industry body and the training to be provided as part of an Approved Project is not for the workers of the PO but for the workers of enterprises which are members of the PO s association or otherwise in the PO s industry, the PO must ensure that the PO does not provide any of the Project Funds to any party other than the RTO. 5. RTO OBLIGATIONS 5.1 Approved Projects The RTO must: (d) deliver the training in relation to the Approved Project in accordance with the Guidelines and this Agreement; engage with the Enterprise as required by this Agreement and as reasonably requested by the Project Manager and/or the PO from time to time; provide enrolment, commencement, progression and completion reports to the Project Manager as required by this Agreement and using the templates provided by Project Manager; implement Recognition of Prior Learning assessments and processes where appropriate; Page 9

(e) (f) (g) (h) implement the Program and the Approved Projects in accordance with this Agreement; in any case where an Approved Project remains incomplete as at the end of the Project Period, work as directed by the Project Manager to ensure that the Approved Project is completed in accordance with this Agreement; ensure that all training delivered as part of an Approved Project is Eligible Training; advise the Project Manager and the PO of any issues arising with the implementation of the Approved Project and details of any remedial action to be taken by the RTO; and provide evidence of receipt of the Enterprise Contribution to the PO and the Project Manager. 5.2 Learners The RTO must, for each Approved Project: (d) (e) (f) (g) (h) conduct checks to confirm whether all potential Learners meet the criteria specified in the Guidelines (specifically page 4) and have the required literacy and numeracy to participate in the Approved Project; ensure that Project Funds are only claimed and used for Learners who are eligible to receive training; ensure that all Learners meet all licensing and other requirements for their intended Eligible Training before they receive any training toward that Eligible Training as part of an Approved Project; give all Learners the completed Privacy Notice at Annexure A of this Agreement prior to the collection of personal information from them for the purpose of the Approved Project; ensure that Learners complete and sign a Training Record at Annexure B of this Agreement, or as otherwise agreed by the Project Manager; ensure that each Enterprise co-signs the Learner training record prior to each submission to the Project Manager; record all training activity as directed by the Project Manager; and ensure that the RTO retains a copy of a Learner s certificate or diploma and a competency assessment summary for the full qualification on Completion. Page 10

5.3 Enterprises The RTO must for each Approved Project: engage with the Enterprise as required by this Agreement; advise the PO and the Project Manager of any changes to, withdrawals from or cancellations by the Enterprise; and work with the Project Manager to evaluate and report on the impact of the training delivered under the Program and on any changes to the productivity, performance, staff retention or any other relevant issues. 5.4 Registration, investigations and complaints The RTO warrants that it is shown as being registered with an Applicable Regulator to deliver all Eligible Training set out in Schedule 1 on www.training.gov.au. The RTO must notify the Project Manager and the PO immediately in the event of any investigation by an Applicable Regulator into any complaint against the RTO or if the RTO loses the registration referred to in clause 5.4 and must continue its registration for the Term. 6. PROJECT FUNDS 6.1 Use of Project Funds by the RTO or the PO The RTO must only use or disburse the Project Funds for the purposes of undertaking the Approved Project and in accordance with this Agreement and the Guidelines. 6.2 What Project Funds cannot be used for The RTO must not spend any part of the Project Funds: on capital works or the acquisition of major equipment; or on expert advice that has already been provided or is available through government businesses or a government extension project. 6.3 Payment of Project Funds Subject to clauses 6.3 and 6.4 and 6.5 the receipt of the relevant Project Funds from the Commonwealth under the Funding Agreement, the Project Manager must pay the Project Funds to the RTO on the achievement of the Milestones. Page 11

All payments of Project Funds by the Project Manager will be paid in arrears within 30 days of receipt of a correctly rendered Tax Invoice (in the format included in Schedule 1) accompanied by documentary evidence sufficient to enable the Project Manager to verify payment to its reasonable satisfaction and are subject to: (ii) (iii) (iv) sufficient Project Funds being available under the Commonwealth Funding Agreement; the RTO or the PO complying with all their obligations under this Agreement; the PO and the RTO achieving the Milestones; and receipt of written evidence by the Project Manager of: (A) (B) (C) the Enterprise Contribution having been made by Enterprise to the RTO; written confirmation of documents (as applicable) required pursuant to clauses 6.13 and 6.15 and Schedule 1; and any other support documentation required under this Agreement or notified by the Project Manager (acting reasonably) to the PO and the RTO as being required. 6.4 Suspension or withholding of the Project Funds Without limiting any other right or remedy of the Project Manager's rights under this Agreement, the Project Manager may withhold or suspend payment of all or any part of the Project Funds if: (ii) (iii) (iv) (v) the Enterprise Contribution due to be provided before the date for payment has not be provided, until the Enterprise Contribution has been provided; a Report due to be provided has not been provided or the Report is not accurate or complete; a Milestone due to be achieved has not been achieved; the RTO and/or the PO are otherwise in breach of this Agreement; the RTO or the PO has not undertaken the Approved Project to the satisfaction of the Commonwealth, until the PO and the RTO remedies its performance; Page 12

(vi) (vii) (viii) (ix) any invoice provided to the Project Manager by the RTO is not accompanied by supporting documentation required under this Agreement; the PO or the RTO have any outstanding money owing to the Project Manager under any arrangement with the Project Manager; if the PO and/or RTO are being investigated by an Applicable Regulator and/or have received a sanction, suspension or cancellation under the National Vocational Education and Training Regulator Act 2011 (Cth); or the RTO and/or the PO have not spent Project Funds previously paid to them, until the RTO and the PO has done so. The Project Manager may suspend or withhold the Project Funds until such time as the PO and/or the RTO have fulfilled their obligations under clause 6.4 to the satisfaction of the Project Manager. Despite any suspension, the PO and the RTO must continue to perform their respective obligations not affected by the suspension under this Agreement. 6.5 Reduction Without limiting any other right or remedy of the Project Manager, the Project Manager may reduce the amount of any instalment of the Project Funds: if by the date for payment of the instalment the PO and/or the RTO have not spent Project Funds previously paid to the PO and/or the RTO, by the amount that has not been spent; if, the Project Funds have been spent other than in accordance with this Agreement by the amount that, in the Project Manager's opinion, was spent other than in accordance with this Agreement; and if the Enterprise Contribution due to be provided before the date for payment of the instalment has not been paid, by an amount that represents the same proportion of the total Project Funds as the Enterprise Contribution which has not been paid bears to the total Enterprise Contribution which is payable. 6.6 RTO or PO to provide invoice The RTO or the PO must provide a correctly rendered invoice to the Project Manager for the Project Funds in accordance with the requirements set out in Schedule 1. Page 13

6.7 Incorrect invoices, under/over payment If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will be recoverable by or from the recipient, as the case may be. 6.8 Continuance of obligations If the Project Manager exercises its rights under this clause 6, the other parties must continue to perform their obligations under this Agreement, unless the Project Manager agrees otherwise in writing. 6.9 Funding and other government support Each of the PO and RTO must not be receiving funds under any other Commonwealth or State and Territory Government program in relation to the Approved Project unless approved in writing by the Project Manager and the Department and written notice of the approval is given to the RTO/the PO (as relevant). The PO and RTO must provide to the Project Manager full details of any financial assistance for activities in connection with the Approved Project which the PO and/or RTO (as relevant) receives from another Commonwealth, State or Territory government source or agency after the Commencement Date of this Agreement, (Other Financial Assistance) including the amount and source of the funding and the name of the program under which it is provided, within 20 days of the PO and/or RTO (as relevant) receiving notice that the Other Financial Assistance has been approved. The Project Manager may reduce, suspended or defer its payments set out in this Agreement in the event that the PO and/or RTO receive Other Financial Assistance in connection with the Approved Project, but only to the extent of the value of that Other Financial Assistance. 6.10 Bank account The parties acknowledge that all payments by the Project Manager to the RTO will be paid in arrears. 6.11 No additional Project Funds The Project Manager is not responsible for the provision of additional monies to meet any expenditure in excess of the Project Funds. Page 14

6.12 Repayment of Project Funds During the Project Period, the Project Manager is entitled to recover from the PO and/or the RTO any amount of money which, at any time the Commonwealth demands to be repaid under the Funding Agreement or has been spent other than in accordance with this Agreement. The Project Manager will provide to the PO and the RTO a copy of the notice of demand to repay provided by the Commonwealth. After the End Date, the Project Manager is entitled to recover from the PO and/or RTO (as relevant): (ii) any Project Funds which have not been spent, or legally committed for expenditure by the PO and/or RTO in accordance with this Agreement and payable by the PO and/or RTO as a current liability (written evidence of which will be required); and any amount of Project Funds which, in the Commonwealth s opinion and/or the Project Manager s reasonable opinion, have been spent other than in accordance with this Agreement. (d) (e) (f) (g) The Project Manager may give the PO and/or the RTO a notice requiring the PO and/or the RTO to repay to the Project Manager (or deal with as specified by the Project Manager) an amount which the Project Manager is entitled to recover under this clause 6.12. If the Project Manager gives a notice under clause 6.12, the PO and/or the RTO (as relevant) must repay the amount specified in the notice in full (or deal with it as specified by the Project Manager) within 20 days of the date of the notice. Any amount due under this clause 6.12 may be offset against any other amount subsequently due to the RTO or the PO (as relevant) whether under this Agreement or any other arrangement with the Project Manager. If any amount owed is not repaid in accordance with the notice specified under clause 6.12 then the party owing the money to the Project Manager must pay Interest after the expiry of the period due for repayment specified in the notice. Any amount owed (including any Interest payable) under this clause 6.12 is recoverable as a debt owed to the Project Manager without any further proof of the debt by the Project Manager. 6.13 Commencement payment The Project Manager is not required to make the payment referred to in clause 6.3 in relation to Commencement until the Project Manager has received: Page 15

written confirmation from the RTO or the PO, copies of relevant pages from the training record in the form of Annexure B, or as otherwise agreed by the Project Manager and signed by the RTO, the Learner and their employer verifying the Commencement; written confirmation from the PO that those Commencements are by workers who are eligible to participate in the Program; signed Privacy Notices in accordance with Annexure A; (d) (e) written confirmation from the RTO or the PO of whether or not any Credit Transfer adjustment applies and if so the total amount of the adjustment, in which case clause 6.14 applies; and such other information as may be directed by the Project Manager from time to time or indicated in Schedule 1. 6.14 Credit Transfer adjustment If a Credit Transfer adjustment applies as described in clause 6.13, the Project Manager may reduce the amount of the Commencement payment by the total amount of the adjustment, and if the total adjustment is larger than the Commencement payment, the Project Manager may reduce subsequent payments until the adjustment is fully reflected. Where a Learner is entitled to a Credit Transfer for part of the Eligible Training, the Project Manager will make a credit transfer adjustment by reducing the amount paid in respect of that Learner. The amount of the adjustment will be calculated by multiplying the Training Cost by a fraction equivalent to the percentage of the qualification already completed. For example, if the Learner was given Credit Transfer of units equal to 40% of the Eligible Training then amount paid in respect of that Learner would be 60% of the amount which would be payable if no credit transfer adjustment applied. 6.15 Progression and Completion payments The Project Manager is not required to make the payments referred to in clause 6.3 in relation to Progression or Completion payments (as applicable) unless Project Manager has received written confirmation from the RTO or the PO: that the training provided has been satisfactory up to the Progression or the Completion stage as applicable; copies of relevant pages from the Training Record signed by the Learner and their employer verifying the reaching of the Progression or the Completion; and Page 16

any other information as may be directed by the Project Manager from time to time or indicated in Schedule 1. 6.16 Withdrawal by Learners For the avoidance of doubt, if one or more Learners withdraw from an Approved Project: the RTO or the PO must promptly notify the Project Manager; the Project Manager s liability to pay the Project Funds in relation to the relevant Learner will reduce proportionately; and the Project Manager will not be liable for any loss of funds to cover the trainer, travel costs and any other incidentals relevant to the Learner s withdrawal. 6.17 Withdrawal by the Enterprise For the avoidance of doubt, if an Enterprise withdraws from an Approved Project and/or does not comply with its obligations under the Enterprise Letter of Commitment: (d) the RTO and/or the PO must promptly notify the Project Manager; the Project Manager s liability to pay the Project Funds in relation to the relevant Learners will reduce proportionately; and the Project Manager will not be liable for any loss of funds incurred by the RTO or the PO relevant to the Enterprise s withdrawal; and the Project Manager may terminate this Agreement in full or part by written notice to the PO and the RTO. 6.18 Non-Eligible Training Notwithstanding any other clause of this Agreement, the RTO acknowledges that the Project Manager will not pay any Project Funds for enrolments in Non-Eligible Training or for enrolments in Eligible Training where the Department has notified the Project Manager that it has revoked approval of the Eligible Training. 6.19 Enterprise Contribution The PO must ensure that the Enterprise makes the Enterprise Contribution to the RTO in accordance with Schedule 1 and the Enterprise Letter of Commitment. The Project Funds may at any time be reduced, suspended or deferred by the Project Manager, at its direction, if the Enterprise Contribution is not made by the Enterprise in accordance with this Agreement. Page 17

(d) The PO and the RTO must report to the Project Manager on the Enterprise Contribution in accordance with the reporting requirements set out in clause 9. The RTO must provide correctly rendered Tax Invoice to the relevant Enterprise for the purposes of receiving the Enterprise Contribution. 6.20 GST AND OTHER TAXES GST Exemption Certain education courses are GST exempt. Clause 6.20(d) only applies if the supply under this Agreement is taxable and not exempt. Construction In clauses 6.20 to (h) words and expressions which are not defined in this Agreement but which have a defined meaning in the GST Law have the same meaning as in the GST Law. Consideration GST exclusive Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Agreement are exclusive of GST. Payment of GST (d) If GST is payable by a supplier on any supply made under this Agreement, the recipient of the supply will pay to the supplier an amount equal to the GST payable on the supply, in addition to and at the same time that the consideration for the supply is to be provided under this Agreement. Tax invoice (e) Except where clause 6.20(f) applies: (ii) the supplier must deliver a tax invoice or an adjustment note to the recipient of the supply before the supplier is entitled to payment of an amount under clause 6.20(d); and the recipient of the supply can withhold payment of the amount payable under clause 6.20(d) until the supplier provides a tax invoice or an adjustment note as appropriate. (f) If GST is imposed on any supply made by the PO and/or RTO to the Project Manager under this Agreement in return for all or any part of the grant funds, the Project Manager may issue a 'recipient created tax invoice' to the PO and/or RTO for the supply in question (and an adjustment note for any adjustment event in respect of that supply) and the PO and RTO must not issue a tax Page 18

invoice (or adjustment note) for or in respect of the supply. Each party warrants that it is GST registered and agrees that it will promptly notify the other party if it ceases to be GST registered. Adjustment event (g) If an adjustment event arises in respect of a taxable supply made by a supplier under this Agreement the amount payable by the recipient of the supply under clause 6.20(d) will be recalculated to reflect the adjustment event and a payment will be made by the recipient of the supply to the supplier or by the supplier to the recipient of the supply as the case requires. Reimbursements (h) No party may claim from the other an amount for which the first party can obtain an input tax credit. Other Taxes The RTO must pay all: (ii) stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Project; and subject to clauses 6.20 to 6.20(h), all taxes, duties and government charges imposed or levied in Australia or overseas with the performance of this Agreement. 6.21 No additional Project Funds The Project Manager is not responsible for the provision of additional monies in excess of the Project Funds. 7. BOOKS AND RECORDS* 7.1 PO and RTO to keep books and records Each of the PO and RTO must keep and require its subcontractors to keep and maintain adequate books and records, in accordance with the Accounting Standards: in sufficient detail to enable: (ii) all receipts and payments related to the Approved Project to be identified and reported in accordance with this Agreement; and to enable all amounts payable by the Project Manager under this Agreement to be determined. Page 19

retain and require its subcontractors to retain for a period of seven years after the expiry or termination of this Agreement, all books and records relating to the Approved Project; keep: (ii) (iii) (iv) full and accurate financial accounts relating to the operation of the Approved Project; full and accurate Records relating to the delivery of training to Learners including but not limited to, for each Learner, the information required by the Project Manager from time to time; full and accurate financial records relating to the Enterprise participation in the Approved Project and the Enterprise Contribution; and any other Records required to be maintained by the PO or RTO under this Agreement or as may be reasonably requested by the Project Manager from time to time. 7.2 Financial records The RTO and PO must and must ensure their subcontractors keep financial Records relating to an Approved Project to enable: all income and expenditure related to the Approved Project to be identified in the accounts; the preparation of financial statements in accordance with Australian Accounting Standards; and the audit of the Records in accordance with Australian Auditing Standards. 7.3 Learner information records The RTO must maintain, on a separate file for each Learner: (d) (e) (f) proof of the Learner s identity and eligibility for the Program; a detailed record of any Credit Transfer assessment; a detailed record of any Recognition of Prior Learning assessment; a detailed record of any literary/numeracy assessment; a detailed record of any waiver requests/approvals; a signed Privacy Notice in the form specified in Annexure A of this Agreement; Page 20

(g) (h) a record of contact with the Learner regarding their training, including a record of attendance or phone/email log detailing content of dialogue exchange; where relevant, evidence of why a Learner has withdrawn from the Approved Project, such as a letter or email from the Learner confirming the withdrawal; and any other documents set out in the Guidelines or as directed by Project Manager or the Department from time to time. 7.4 Provision of records 7.5 Cost The RTO and the PO must, and must ensure that each subcontractor, if required by the Project Manager, provides all Records and accounts referred to in this clause 7 to the Project Manager or, if directed by the Project Manager, the Department within the timeframe and manner specified by the Project Manager. The RTO and the PO must bear their own costs of complying with this clause 7. 7.6 Survival The RTO and PO must retain and must require their subcontractors to maintain all Records and accounts referred to in this clause 7 for a minimum period of seven years after the expiry or termination of this Agreement and must make them available for inspections by the Project Manager or the Department. 8. AUDIT AND ACCESS* 8.1 Right to conduct audits The Project Manager, the Department and their representatives may conduct audits relevant to the performance of the RTO s or the PO s obligations under this Agreement. The audits with respect to the PO and/or the RTO may be conducted of: (d) operational practices and procedures of the PO and the RTO as they relate to this Agreement; accuracy of any invoices and Reports; the PO and the RTO s compliance with their confidentiality and privacy obligations under this Agreement; Material (including books and records) in possession of the PO or the RTO as relevant to the Approved Project and this Agreement; Page 21

(e) any other matters determined to be relevant by the Project Manager to the Approved Project or this Agreement. 8.2 Access to Premises and Records The Project Manager, the Department and their representatives may, at reasonable times and on giving reasonable notice to the RTO and the PO: (ii) (iii) (iv) access the premises of the PO and/or the RTO to the extent relevant to the performance of this Agreement; require the provision by the RTO, the PO, and their Personnel of Records and information in a data format and storage medium accessible by the Department by use of Department s existing computer software and hardware; inspect and copy documentation, books and records, however stored, in the custody or under control of the PO and/or the RTO and/or their Personnel; and require assistance in respect of an inquiry into or concerning the Approved Project or this Agreement. For these purposes an inquiry includes any administrative or statutory review, audit, or inquiry (whether within or external to the Department), any request for information directed to the Department and/or the Project Manager, and any inquiry conducted by the Parliament or any Parliamentary Committee. Each of the RTO and the PO must provide access (including any reasonable assistance requested) to their computer hardware and software to the extent necessary for the Project Manager and/or the Department to exercise their rights under this clause 8.2 and provide the Project Manager and/or the Department with any reasonable assistance requested by the Project Manager and/or the Department to use that hardware and software. 8.3 Conduct of audit and access The Project Manager will use its reasonable endeavours to ensure that: audits performed pursuant to clause 8.1; and the exercise of general rights granted by clause 8.2, do not unreasonably delay or disrupt in any material respect the PO and RTO s performance of their obligations under this Agreement or their business. Page 22

8.4 Costs Unless otherwise agreed in writing each party must bear its own costs of any review and/or audits conducted by the Project Manager of the Department under this clause 8. 8.5 Access and audit by other relevant parties The rights of the Project Manager and/or Department under clauses 8.2 to 8.2(iii) apply equally to the following persons and their delegates (referred to as relevant persons for the purposes of clauses 8.5 and 8.8): (ii) the Auditor-General; and Australian Information Commissioner, for the purposes of performing their respective statutory powers or functions. The PO or the RTO must do all things necessary to comply with the relevant persons requirements, notified under clause 8.2, provided that those requirements are legally enforceable and within the power of the relevant persons. 8.6 No reduction in responsibility The requirement for, and participation in, audits does not in any way reduce the POs and RTO s responsibility to perform their obligations under this Agreement. 8.7 Subcontractor requirements Each of the PO and RTO must ensure that any subcontract entered into for the purpose of this Agreement contains an equivalent clause granting the rights specific in this clause 8. 8.8 No restriction Nothing in this Agreement reduces, limits or restricts in anyway any function, power, right or entitlement of the relevant persons. The rights of the Department and the Project Manager under this Agreement are in addition to any other power, right or entitlement of the relevant persons. 8.9 Survival The obligations in this clause 8 survive the expiration or termination of this Agreement for a period of 7 years from the date of expiration or termination of this Agreement. Page 23

9. REPORTING* 9.1 Reporting For each Approved Project, the PO and the RTO must provide to the Project Manager: (ii) (iii) the relevant Reports on the dates as set out in Schedule 1; and any other written or verbal reports in relation to an Approved Project as requested in writing by the Project Manager to the PO and the RTO from time to time which are required to report to the Commonwealth under the Funding Agreement; and any written or verbal reports in relation to the Project as agreed between the parties or as reasonably required by the Project Manager. The PO and RTO each acknowledge that the Project Manager may from time to time require the PO and/or RTO to provide ad hoc written or other reports, including but not limited to reports relating to financial matters, in relation to the Approved Project and Program and the PO and/or RTO must comply with any such request. 9.2 Format and content of reports The RTO and the PO must ensure that each Report provided by them under clause 9.1 is in the format required by the Project Manager and includes all information required by the Project Manager from time to time. The Project Manager may require the re-submission of any Report if the Project Manager determines that the Report does not include or sufficiently cover all the necessary content. The RTO or the PO (as relevant) must re-submit any such Report to the satisfaction of the Project Manager. 10. MONITORING AND EVALUATION* 10.1 Progress Meetings The RTO and the PO must, if required by the Project Manager or the Department (or their delegates): liaise with and provide information to the Program Delegate and the Project Manager; and meet at the times and in the manner reasonably necessary to assist the Project Manager and the Department with any queries relating to the Approved Projects and the Program. Page 24

10.2 Evaluation In the event of any review or evaluation of the Program or the Approved Project, the PO and the RTO must within 10 days of a request being made by the Project Manager: provide all reasonable assistance and information reasonably required by the Department or the Project Manager; and respond to and comply with all reasonable requests or directions from Department or the Project Manager; and provide any information reasonably required by the Department or the Project Manager. 10.3 Notifications The PO and/or RTO must advise the Project Manager immediately if they become unable to undertake any of their obligations under this Agreement, including but not limited to being unable to: undertake the Approved Project; (ii) meet any Milestones set out in Schedule 1; (iii) (iv) continue to participate in the Program; or make contributions, whether financial or otherwise, and explain why. The PO must notify the Project Manager and the Applicable Regulator immediately in writing if the training provided to any Learner by the RTO is not satisfactory. If the PO notifies the Project Manager of such an event the PO and the RTO must: (ii) (iii) work with the Project Manager, the Department and any other party to develop a written plan of action to address any concerns with the training provided; allow the Project Manager to submit a written plan for approval to the Department to address concerns raised with the training and work with the Project Manager and make any changes which the Department reasonably require within a time frame determined by the Department and/or the Project Manager; and ensure that the plan that is approved by the Department is implemented within the timeframes determined in that written plan. Page 25

11. ACKNOWLEDGEMENT OF SUPPORT AND PUBLIC STATEMENTS 11.1 Acknowledgement of support The RTO and the PO must and must ensure that their Personnel, in all: publications, promotional and advertising materials relating to the Project; public announcements, events and activities in relation to the Program and/or the Approved Project; and any products, processes or inventions developed as a result of it; acknowledge the financial and other support received from the Department and the Project Manager (in relation to the Project), in the manner (if any) specified in Schedule 1 or as otherwise approved by the Department and the Project Manager in writing prior to its use. 11.2 Publicity (d) The Commonwealth and the Project Manager reserve the right to publicise and report on the awarding of Project Funds to the PO and the RTO, including the identity of the RTO or the PO, amount of Project Funds given to the PO and the RTO and the title and a brief description of the Approved Project in media releases, general announcements about the Program and annual reports, where it is considered appropriate. Prior to making any public announcement in connection with this Agreement or any transaction contemplated by it, the PO and the RTO must obtain the Project Manager s written agreement to the announcement, except if required by Law or a regulatory body (including a relevant stock exchange). If the PO and/or the RTO is required by Law or a regulatory body to make a public announcement in connection with this Agreement or any transaction contemplated by this Agreement, the PO and RTO must, to the extent practicable, first consult with and take into account the reasonable requirements of the Project Manager and/or Department. The PO and the RTO must provide all reasonable assistance to the Project Manager in promoting the Approved Project if and when requested to do so by the Project Manager. 12. WARRANTIES 12.1 Warranties by PO The PO represents and warrants that: Page 26

(d) the PO has the right to enter into this Agreement; the PO and its subcontractors and Personnel, including any Specified Personnel, have the necessary experience, skill, knowledge and expertise and competence to undertake the Approved Project in accordance with this Agreement and the Program and (where appropriate) will hold all such licenses, permits or registrations as are required under Law to undertake the Approved Project, and are fit and proper people; and if the PO is a trustee, it enters into this Agreement personally and in its capacity as trustee and has the power to perform its obligations under this Agreement. it is compliant with the Workplace Gender Equality Act 2012 (Cth) (WGE Act) and that: (ii) (iii) if it becomes non-compliant with the WGE Act during the Project Period, the PO must notify the Project Manager as soon as practicable; if the Project Period exceeds 18 months, the PO must provide a current letter of compliance under the WGE Act within 18 months of the Commencement Date and following this, annually to the Project Manager; and compliance with the WGE Act does not relieve the PO must from its obligations to comply with other obligations under this Agreement. 12.2 Warranties by RTO The RTO represents and warrants: (d) the RTO has the right to enter into this Agreement; the RTO and its subcontractors and Personnel, including any Specified Personnel, have the necessary experience, skill, knowledge and expertise and competence to undertake the Approved Project and where appropriate will hold all such licenses, permits or registrations as are required under Law to undertake the Approved Project, and are fit and proper people; and if the RTO is a trustee, it enters into this Agreement personally and in its capacity as trustee and has the power to perform its obligations under this Agreement; and it is compliant with the Workplace Gender Equality Act 2012 (Cth) (WGE Act) and that: if it becomes non-compliant with the WGE Act during the Project Period, the RTO must notify the Project Manager as soon as practicable; Page 27

(ii) (iii) if the Project Period exceeds 18 months, the RTO must provide a current letter of compliance under the WGE Act within 18 months of the Commencement Date and following this, annually to the Project Manager; and compliance with the WGE Act does not relieve the RTO from its obligations to comply with other obligations under this Agreement. 13. CONFLICT OF INTEREST* 13.1 Warranty Each of the PO and the RTO warrant that, to the best of their knowledge after making diligent inquiry, at the Commencement Date no Conflict exists or is likely to arise in the performance of their obligations under this Agreement. 13.2 Notification of a conflict of interest If, during the Term, a Conflict arises, or appears likely to arise, each of the PO or RTO, as the case may be, must: (ii) (iii) notify the Project Manager immediately in writing of that Conflict and of the steps proposed to take to resolve or otherwise deal with the Conflict; make full disclosure to the Project Manager of all relevant information relating to the Conflict; and take steps as the Project Manager may reasonably require to resolve or otherwise deal with the Conflict. If the PO or the RTO (as relevant) is unable or unwilling to resolve or deal with the Conflict as required the Project Manager may terminate this Agreement under clause 20. 14. PROTECTION OF PERSONAL INFORMATION* 14.1 Application of this clause This clause 14 applies only where the PO and/or the RTO deal with personal information when, and for the purpose of, undertaking the Approved Project under this Agreement. 14.2 Obligations The RTO and PO agree to be treated as a contracted service provider within the meaning of section 6 of the Privacy Act 1988 (Cth) (Privacy Act) and agrees, in undertaking the Project to: Page 28

(ii) (iii) (iv) (v) use or disclose personal information obtained during the course of undertaking the Approved Project, only for the purposes of this Agreement; not do any act or engage in any practice that would breach an APP, which if done or engaged in by an agency, would be a breach of an APP; carry out and discharge its obligations contained in the APPs as if it were an agency under the Privacy Act; notify individuals whose personal information the RTO or the PO holds, that complaints about acts or practices of the RTO or the PO may be investigated by the Australian Information Commissioner who has the power to award compensation against the RTO or the PO in appropriate circumstances; not use or disclose personal information or engage in an act or practice that would be a breach of APP7 (direct marketing), an APP or an APP Code, where that section, APP or APP Code is applicable to the RTO or the PO unless: (A) (B) in the case of APP7 the use or the disclosure for is necessary, directly or indirectly, to discharge an obligation under this Agreement; or in the case of a APP or an APP Code where the activity or practice is engaged in for the purpose of discharging, directly or indirectly, an obligation under this Agreement, and the activity or practice, which is authorised by this Agreement is inconsistent with the APP or APP Code; (vi) (vii) disclose in writing to any person who asks, the content of the provisions of this Agreement (if any) that are inconsistent with a APP or an APP Code binding a party to this Agreement; immediately notify the Project Manager if the RTO and/or the PO becomes aware of a breach or possible breach of any of its obligations contained in, or referred to in, under this clause 14 whether by the RTO or the PO or any subcontractor; (viii) comply with any directions, guidelines, determinations or recommendations of the Australian Information Commissioner, to the extent that they are not inconsistent with the requirements of this clause 14; (ix) ensure that any employee of the PO and/or RO who is required to deal with personal information for the purposes of this Agreement is made Page 29

14.3 Subcontractors aware of the obligations of the PO and/or the RTO set out in this clause 14. The RTO and the PO must ensure that any subcontract entered into for the purposes of fulfilling either or both of their obligations under this Agreement contains provisions to ensure that the subcontract has the same awareness and obligations as the RTO and the PO under this clause 14 including the requirement in relation to subcontracts. 14.4 Indemnity by PO The PO agrees to indemnify the Project Manager and the Commonwealth/Department in respect of any loss or liability suffered or incurred by the Commonwealth/Department and/or the Project Manager which arises directly or indirectly from a breach of any of the obligations of the PO under this clause 14 or its subcontractors. 14.5 Indemnity by RTO The RTO agrees to indemnify the Project Manager and the Commonwealth/Department in respect of any loss or liability suffered or incurred by the Commonwealth/Department and/or the Project Manager which arises directly or indirectly from a breach of any of the obligations of the RTO under this clause 14 or its subcontractors. 14.6 Definitions In this clause 14, the terms agency, APP Code and Australian Privacy Principles (APPs), have the same meaning as they have in section 6 of the Privacy Act, and personal information, which also has the meaning it has in section 6 of the Privacy Act, means: information or an opinion about an identified individual or an individual who is reasonably identifiable: whether the information or an opinion is true or not; and whether the information or opinion is recorded in a material form or not. However, the term APP Code shall also include an APP privacy policy as relevant. 15. COMPLIANCE WITH OTHER LAWS AND POLICIES* 15.1 Compliance with Laws The PO and the RTO must: comply with all relevant statutes, regulations, by-laws and requirements of any Commonwealth, State, Territory or local authority; Page 30

(d) (e) (f) (g) (h) (j) comply with all Department policies as notified by Project Manager from time to time; when dealing with their respective employees, comply with the Equal Opportunity for Women in the Workplace Act 1999 (Cth); when dealing with their employees, comply with the Fair Work Act 2009 (Cth); be aware of their obligations under relevant WHS Laws and comply with all WHS Laws; not engage in any conduct which will breach the Criminal Code (Cth); if applicable, when using Department premises or facilities (including information systems), comply with Department directions and procedures relating to workplace health and safety, environmental management and security (which may change from time to time); if applicable, ensure that any person who will have access to official secrets within the meaning of section 79 of the Crimes Act 1914 signs an acknowledgment that he or she is aware of the provisions of that section; comply with their obligations under Part 4 of the Charter of the United National Act 1945 and the Charter of the United Nations (Dealing with Assets) Regulations 2008; and comply with the Competition and Consumer Act 2010 (Cth) and the Archives Act 1983 (Cth). 15.2 Working with Children Checks The PO and the RTO must (and must ensure that their Personnel (including subcontractors)) comply with working with children requirements in the relevant State/Territory jurisdiction and hold and provide information in accordance with Annexure C of this Agreement. 16. WORK HEALTH AND SAFETY 16.1 General safety obligations Each of the PO and the RTO must ensure the Approved Project is undertaken in a safe manner. Each of the PO and the RTO must not, and must ensure its Personnel do not, by act or omission place the Commonwealth and/or the Project Manager in breach of their obligations under the WHS Laws. Page 31

Each of PO and the RTO must, and must ensure its Personnel, if using or accessing the Project Manager s and/or Commonwealth s premises or facilities, comply with all reasonable instructions, directions, policies and procedures relating to work health and safety in operation at those premises or facilities whether specifically drawn to the attention of the PO and/or the RTO or might reasonably be inferred from the circumstances. 16.2 Subcontracts Each of the PO and the RTO must ensure that any subcontract entered into in relation to work to be carried out on the Project by WHS Workers imposes obligations on subcontractors equivalent to the obligations the PO and the RTO have under this clause 16, including with respect to the subcontracts. 16.3 Relationship to other obligations Where there is any inconsistency between this clause 16 and the WHS Laws, the WHS Laws prevail to the extent of the inconsistency. Each of the PO and the RTO acknowledge that they responsible for: (ii) complying with its obligations under WHS Laws; and delivering the Approved Project in accordance with this Agreement, and will not be relieved of that responsibility because of: (iii) (iv) (v) (vi) anything in this clause 16 or in any policy or procedure referred to in this clause 16; any instruction or direction or failure to give an instruction or direction under this clause 16; any exercise of, or failure to exercise, the Project Manager s and/or Commonwealth s rights under this clause 16; or any notice or other document or communication from the PO and/or the RTO under this clause 16. (d) To the extent permitted by Law, the Project Manager is not liable to the PO and/or the RTO for any Loss in connection with work health and safety in relation to WHS Workers undertaking the Project. To the extent permitted by Law, the Commonwealth and/or Department is not liable to the PO and/or the RTO for any Loss in connection with work health and safety in relation to WHS Workers undertaking the Project. Page 32

17. INTELLECTUAL PROPERTY RIGHTS* 17.1 Background IP and Third Party Material Each party shall continue to own the Intellectual Property Rights in any Background IP created by that party prior to the Commencement Date. This clause 17 does not affect the ownership of the Intellectual Property Rights in any Background IP or Third Party Material. 17.2 Commonwealth Material The Project Manager may provide Commonwealth Material to the RTO and/or the PO. The PO and RTO must ensure that the Commonwealth Material is used strictly in accordance with any conditions or restrictions as: specified in Schedule 1; (ii) (iii) directed by the Commonwealth; or notified by the Project Manager to the PO and the RTO. (d) Nothing in this clause 17 affects the ownership of the Commonwealth Material. If the RTO and/or the PO need to use the Commonwealth Material for the purposes of this Agreement, the Project Manager grants to the RTO and/or the PO a world-wide, royalty free, non-exclusive, non-transferrable sub-licence to use, reproduce, adapt, modify and communicate the Commonwealth Material solely for the purpose of undertaking the Approved Project. 17.3 Ownership of Third Party Material This clause 17 does not affect ownership of Intellectual Property Rights in Third Party Material. The RTO or the PO must obtain all necessary copyright or other Intellectual Property Rights permissions before making any Third Party Material available for the purposes of this Agreement or the Approved Project. The PO and/or the RTO must specify which parts (if any) of the Intellectual Property Rights are Third Party Material and who owns the Intellectual Property Rights in that material. Page 33

17.4 Ownership of Project Materials All Intellectual Property Rights in the Project Materials vest in the Project Manager on creation. To the extent that the PO or the RTO may at any time acquire any right, title or interest in any Intellectual Property Rights in the Project Materials, the PO and the RTO, by this Agreement, assigns to the Project Manager all such rights, title and interest. 17.5 Licence from PO and the RTO The PO and the RTO individually grant to the Project Manager and the Department a worldwide, non-exclusive, royalty- free, irrevocable, transferable and perpetual licence (with a right to sub-licence) of their: (ii) Background IP; or any Third Party Material provided by the PO or the RTO; to the extent necessary to enable the Project Manager and the Department to use, exploit, reproduce, adapt, modify and communicate the Project Materials. The licence granted to the Department under clause 17.5 does not include a right to exploit the Background IP, Third Party Material or Project Material for the Department s commercial purposes. 17.6 Licence to PO and the RTO The Project Manager grants to the PO and the RTO a non exclusive, non transferable, royalty-free and worldwide licence (with a right to sub-license in accordance with clause 17.6) to use the Project Materials strictly for the Approved Project during the Term or as otherwise agreed between the Project Manager, the PO and the RTO. Subject to the Project Manager s prior written approval, the PO and the RTO may sublicense the Project Material to subcontractors engaged by the PO and/or the RTO in accordance with the terms and conditions of this Agreement, strictly for the Approved Project during the during the Term. The Project Manager may require the subcontractors to enter into a deed in a form which is consistent with this Agreement, including this clause 17.6. 17.7 PO Warranties The PO warrants that: the PO Background IP, Third Party Material and Project Material (Warranted Materials) and the Project Manager s and the Department s Page 34

use of the Warranted Material s will not infringe the Intellectual Property Rights of any person; and (ii) it has the necessary rights to vest the Intellectual Property Rights and grant the licences as provided for in this clause 17. The PO must where directed by the Project Manager, ensure that the Warranted Materials are compliant with the Web Content Accessibility Guidelines (WCAG) 2.0 to a double A rating. 17.8 RTO Warranties The RTO warrants that: (ii) the RTO Background IP, Third Party Material and Project Material (Warranted Materials) and the Project Manager s and the Department s use of the Warranted Material s will not infringe the Intellectual Property Rights of any person; and it has the necessary rights to vest the Intellectual Property Rights and grant the licences as provided for in this clause 17. The RTO must where directed by the Project Manager, ensure that the Warranted Materials are compliant with the Web Content Accessibility Guidelines (WCAG) 2.0 to a double A rating. 17.9 Remedy for breach of warranty by PO If someone claims or the Project Manager and/or Department reasonably believes that someone is likely to claim, that all or part of the PO Warranted Materials infringe their Intellectual Property Rights, the PO must, in addition to the indemnities under this clause 17 and to any other rights that the Project Manager and the Department may have against it, promptly at its own expense: use its best endeavours to secure the rights of the Department and the Project Manager to continue to use the affected PO Warranted Materials free of any claim or liability for infringement; or replace or modify the affected PO Warranted Materials so that the PO Warranted Materials or the use of them does not infringe the Intellectual Property Rights of any other person without any degradation of the performance or quality of the affected PO Warranted Materials. 17.10 Remedy for breach of warranty by RTO If someone claims or the Project Manager reasonably believes that someone is likely to claim, that all or part of the RTO Warranted Materials infringe their Intellectual Property Page 35

Rights, the RTO must, in addition to the indemnities under this clause 17 and to any other rights that the Project Manager and the Department may have against it, promptly and at its own expense: use its best endeavours to secure the rights of the Department and the Project Manager to continue to use the affected RTO Warranted Materials free of any claim or liability for infringement; or replace or modify the affected RTO Warranted Materials so that the RTO Warranted Materials or the use of them does not infringe the Intellectual Property Rights of any other person without any degradation of the performance or quality of the affected RTO Warranted Materials. 18. MORAL RIGHTS 18.1 Obtaining consents To the extent permitted by applicable Laws and for the benefit of the Department and the Project Manager, the PO and the RTO must: give, where the PO or the RTO is an individual, in a form acceptable to the Project Manager; use its best endeavours to ensure that each of the Personnel used by the PO and/or the RTO in the production of creation of the Project Materials gives, in a form acceptable to the Project Manager; and use its best endeavours to ensure that any holder of Moral Rights in Third Party Material included in the Project Materials gives, genuine consent in writing to the use of the Project Materials for the Specified Acts, even if such use would otherwise be an infringement of its or their Moral Rights and notify the Project Manager if this consent is not obtained. 18.2 Specified Acts In this clause 18, unless otherwise agreed between the parties, Specified Acts means: (ii) falsely attributing the authorship of any Project Materials, or any content in the Project Materials (including literary, dramatic, artistic works and cinematograph films within the meaning of the Copyright Act 1968 (Cth); materially altering the style, format, colours, content or layout of the Project Materials and dealing in any way with the altered Project Materials; Page 36

(iii) (iv) reproducing, communicating, adapting, publishing or exhibiting any Project Materials; and adding any additional content or information to the Project Materials. For the purposes of clause 18.2, Project Materials includes any Background IP and Third Party Material to the extent that it is included in, forms part of, or is attached to the Project Materials. 19. INSURANCE* 19.1 Obligation to maintain insurance The PO and the RTO must both, at their expense, take out from the Commencement Date and maintain during the Term and for as long as their obligations remain in connection with the Program respectively: (d) workers compensation insurance for an amount required by the relevant State or Territory legislation; public liability insurance for $10,000,000 or more per claim; professional indemnity or errors or omissions insurance for $1,000,000 or more per claim; and any other insurance required by applicable law or reasonably required by the Project Manager. 19.2 Certificate of currency The PO and the RTO must, on request by the Project Manager provide current relevant confirmation of insurance documentation from their insurers or insurance brokers certifying that they have insurance as required by this clause 19. 20. TERMINATION WITH COSTS AND REDUCTION* 20.1 Termination and reduction for convenience The Project Manager may, at any time, by written notice to the PO and the RTO, terminate this Agreement in whole or reduce the scope of this Agreement without prejudice to the rights, liabilities, or obligations of either party accruing prior to the date of termination. Upon receipt of a notice of termination or reduction in scope, the PO and the RTO must: Page 37

(ii) take all steps available to minimise loss resulting from that termination or reduction and to protect the Commonwealth Material and the Project Materials; and continue work on any part of the Approved Project not affected by the notice. If this Agreement is terminated or reduced in scope, the Project Manager will only be liable for: (ii) payments under the payment provisions of this Agreement that were due before the effective date of termination; and subject to clauses 20.1(e), 20.1(f) and 20.2, any reasonable costs incurred by the PO and the RTO and directly attributable to the termination of this Agreement. (d) (e) (f) If there is a reduction in scope in the obligations under this Agreement, the Project Manager s liability to pay any part of the Project Funds abates in accordance with the reduction in the Approved Project. The Project Manager is not liable to pay compensation under clause 20.1(ii) for an amount which would, in addition to any amounts paid or due, or becoming due, to the RTO or the PO, under this Agreement, exceed the total Project Funds payable under this Agreement. The Project Manager will not be liable to pay compensation for loss of prospective profits to the PO or the RTO. 20.2 Termination for Default by PO or RTO Without limiting any other rights or remedies which the Project Manager may have under this Agreement, or at law or equity, the Project Manager may immediately terminate this Agreement (in whole or in part and against either or both the PO and the RTO), by giving notice to the PO and RTO if: (ii) (iii) the RTO or the PO breach a material provision of this Agreement where that breach is not capable of remedy; the RTO or the PO breaches any provision of this Agreement and fails to remedy the breach within 10 days after receiving notice requiring it do so; in the opinion of the Project Manager, a Conflict exists which would prevent the RTO or the PO from performing their obligations under this Agreement; Page 38

(iv) (v) the PO fails to ensure that the Enterprise provides the Enterprise Contribution pursuant to this Agreement; the Project Manager is satisfied that if any representation, warranty or statement made by, or repeated by, the PO or RTO, in or in connection with this Agreement or in their application for Project Funds is incorrect, incomplete, false or misleading (whether by omission or otherwise) in a way which would have affected: (A) (B) (C) the original decision to engage the services of the PO or RTO; the terms and conditions of this Agreement; or action taken by the Project Manager under this Agreement. (vi) (vii) (viii) the Enterprise fails to makes the Enterprise Contribution (being the responsibility of the PO and the RTO to procure); If the Project Manager is required to replace the PO and/or RTO under the Funding Agreement; or an event specified in clause 20.2 and 20.2(d) occurs. Without limitation, for the purposes of clause 20.2, each of the following constitutes a breach of a material provision: (ii) (iii) breach of a warranty under clauses 12.1 and 12.2 (warranties); breach of clause 6 (project funds); a failure to comply with one of the following clauses: (A) (B) (C) (D) (E) (F) clause 24 (subcontracting and personnel); clause 17 (intellectual property rights); clause 19 (insurance); clause 23 (confidentiality); clause 14 (protection of personal information); and clause 13.2 (notification of a conflict of interest). Each of the RTO and the PO must notify the Project Manager immediately if: there is any change in its direct or indirect beneficial ownership or control; Page 39

(ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) it disposes of the whole or any part of its assets, operations or business other than in the ordinary course of business; it ceases to carry on a business; it is unable to pay its debts as they become due; proceedings are initiated with a view to obtaining an order for winding up of it, or any person convenes a meeting for the purpose of considering or passing any resolution for the winding up of it; it applies to come under, it receives a notice requiring it to show cause why it should not come under, an order has been made for the purpose of placing it under, or it otherwise comes under one of the forms of external administration referred to in Chapter 5 of the Corporations Act or Chapter 11 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) or equivalent State or Territory legislation in relation to incorporated associations; being a natural person, it is declared bankrupt or assigns his or her estate for the benefit of creditors; where it is a partnership, any step is taken to dissolve that partnership; or it is being investigated for fraudulent or other improper conduct or criminal liability; the RTO is being investigated by an Applicable Regulator for breach of conditions of registration and/or has received a sanction, suspension or cancellation under the National Vocational Education and Training Regulator Act 2011 (Cth); or it is of the opinion that it is unable to perform its obligations under this Agreement; anything analogous to an event referred to in clause 20.2. (d) The PO will notify the Project Manager if the PO is of the opinion that the RTO is unable to perform its obligation under this Agreement. 20.3 After termination On the expiry or termination of this Agreement, the RTO or the PO must: comply with all reasonable directions of the Project Manager concerning the Approved Projects; and Page 40

deal with all Project Material (including any Commonwealth Material) and Confidential Information as reasonably directed by the Project Manager. 20.4 Project Manager's rights Without limiting any of the Project Manager's other rights or remedies, on termination of this Agreement, the Project Manager: (ii) is not obligated to pay to the PO or the RTO any monies other than those monies which are payable by the Project Manager pursuant to this Agreement in relation to the performance of the Approved Project up to the date of notice of termination; is entitled to recover from the PO: (A) (B) the amount of any Project Funds which, in the Project Manager's opinion, have been spent, or legally committed for expenditure by the PO other than in accordance with this Agreement; or is payable by the PO as a current liability (written evidence of which will be required), by the date the PO receives the notice of termination; and (iii) is entitled to recover from the RTO: (A) (B) the amount of any Project Funds which, in the Project Manager's opinion, have been spent, or legally committed for expenditure by the RTO other than in accordance with this Agreement; or is payable by the RTO as a current liability (written evidence of which will be required), by the date the RTO receives the notice of termination. (d) The Project Manager may give the PO a notice requiring the PO to repay to the Project Manager an amount which the Project Manager is entitled to recover under clause 20.4. The Project Manager may give the RTO a notice requiring the RTO to repay to the Project Manager an amount which the Project Manager is entitled to recover under clause 20.4. If the Project Manager gives a notice under clause 20.4, the PO and/or the RTO (as relevant) must repay the amount specified in the notice in full (or deal with it as specified by the Project Manager) within 20 days of the date of the notice. Page 41

20.5 Termination does not affect accrued rights Termination of this Agreement does not affect any accrued rights or remedies of a party. 21. LIABILITY AND INDEMNITY* 21.1 PO s indemnity The PO will at all times indemnify, hold harmless and defend the Project Manager and the Department and their Personnel (referred to in this clause 21.1 as "those indemnified") from and against any loss or liability including: (ii) (iii) (iv) loss of, or damage to, property of those indemnified; claims by any person in respect of personal injury or death; claims by any person in respect of loss of, or damage to, any property; and costs and expenses including the costs of defending or settling any claim referred to in clause 21.1(ii) or clause 21.1(iii), arising out of or as a consequence of: (v) (vi) (vii) an infringement, or an alleged infringement, of the Intellectual Property Rights of any person, which occurred by reason of an act done by the Department or the Project Manager in relation to any part of the Approved Project; any actual, likely or threatened breach by the PO's, its Personnel (including subcontractor's) obligations relating to Confidential Information or personal information; or without limiting the preceding paragraphs, any breach of this Agreement by the PO, or negligence on the part of the PO, its Personnel (including subcontractors) or wrongful or unlawful act or omission on the part of the PO or its Personnel or subcontractors. The PO s liability to indemnify those indemnified under clause 21.1 will be reduced proportionally to the extent that any negligent act or omission of those indemnified contributed to the loss. The PO will at all times indemnify, hold harmless and defend those indemnified against any compensation, remuneration or other amount payable to a third party for the use or exploitation of Project Material (or any of it), or exercise of any Intellectual Property Rights of a third party embodied in the Project Material, by those indemnified, in circumstances where that use, exploitation or exercise Page 42

21.2 RTO s indemnity is permitted under legislation without infringing the third party s Intellectual Property Right, and against all loss, liability, cost and expense arising out of or in connection with a claim for payment of any such compensation, remuneration or other amount. The RTO will at all times indemnify, hold harmless and defend the Project Manager and the Department and their Personnel (referred to in this clause 21.2 as "those indemnified") from and against any loss or liability including: (ii) (iii) (iv) loss of, or damage to, property of those indemnified; claims by any person in respect of personal injury or death; claims by any person in respect of loss of, or damage to, any property; and costs and expenses including the costs of defending or settling any claim referred to in clause 21.2(ii) and clause 21.2(iii), arising out of or as a consequence of: (v) (vi) (vii) an infringement, or an alleged infringement, of the Intellectual Property Rights of any person, which occurred by reason of an act done by the Department or the Project Manager in relation to any part of the Approved Project; any actual, likely or threatened breach by the RTO, its Personnel (including subcontractor's) obligations relating to Confidential Information or personal information; without limiting the preceding paragraphs, any breach of this Agreement by the RTO, or negligence on the part of the RTO, its Personnel (including subcontractors) or wrongful or unlawful act or omission on the part of the RTO or its Personnel or subcontractors. The RTO s liability to indemnify those indemnified under clause 21.2 will be reduced proportionally to the extent that any negligent act or omission of those indemnified contributed to the loss. The RTO will at all times indemnify, hold harmless and defend the those indemnified against any compensation, remuneration or other amount payable to a third party for the use or exploitation of Project Material (or any of it), or exercise of any Intellectual Property Right of a third party embodied in the Project Material, by those indemnified, in circumstances where that use, exploitation or exercise is permitted under legislation without infringing the third Page 43

22. DISPUTES 22.1 Dispute party s Intellectual Property Right, and against all loss, liability, cost and expense arising out of or in connection with a claim for payments of any such compensation, remuneration or other amount. If a dispute arises between the parties out of or relating to this Agreement (Dispute), any party seeking to resolve the Dispute must comply strictly with the provisions of this clause 22. Compliance with the provisions of this clause 22 is a condition precedent to seeking relief in any court or tribunal in respect of the Dispute except for proceedings for urgent interlocutory relief. After a party has sought or obtained any urgent interlocutory relief that party must follow this clause 22. 22.2 Referral of Dispute A party seeking to resolve the Dispute must notify the existence and nature of the Dispute to the other party (Notification). Upon receipt of a Notification, the parties must refer resolution of the Dispute to their respective chief executive officers or their nominees who must use their reasonable efforts to resolve the dispute. 22.3 Mediation (d) If the Dispute has not been resolved within 14 days of receipt of the Notification, then any party may request to refer the Dispute to mediation and must do so before initiating proceedings in a court to resolve the Dispute. If the parties cannot agree on a mediator within 7 days after a request under clause 22.3 then the parties will request the chairperson of LEADR or the chairperson s nominee will appoint a mediator. The mediation must be held within 21 days of the request for mediation in clause 22.3 and the parties must attend the mediation and act in good faith to genuinely attempt to resolve the Dispute. The role of a mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a binding decision on a party to the Dispute except if the party agrees in writing. 22.4 Costs Each party must bear its own costs with respect to the mediation. The parties to the Dispute must equally pay the costs of any mediator. Page 44

22.5 Confidentiality Any information disclosed by a party under this clause 22 must be kept confidential and only be used to attempt to resolve the Dispute. 22.6 Termination and breach A party may terminate the Dispute by giving the other party notice only after it has complied with clauses 22.1 to 22.3. Clauses 22.4 and 22.5 survive the termination of the Dispute. If a party breaches this clause 22 the other party does not have to comply with those clauses in relation to the Dispute. 23. CONFIDENTIALITY* 23.1 Prohibition on disclosure Subject to clause 23.4, each of the PO and the RTO must not, without the prior written consent of the Project Manager, disclose any Confidential Information of the Project Manager or the Department to a third party. Subject to clause 23.4, the Project Manager must not, without the prior written consent of the PO, disclose any Confidential Information of the PO to a third party. Subject to clause 23.4, the Project Manager must not, without the prior written consent of the RTO, disclose any Confidential Information of the RTO to a third party. 23.2 Conditions of approval In giving written consent to use or disclose Confidential Information, the Project Manager may impose such conditions as it thinks fit. The PO and RTO must comply with any term or condition imposed by the Project Manager under this clause 23.2. 23.3 Advisers and third parties The Project Manager may at any time require the RTO and/or the PO to arrange for: its Advisers; its Personnel and other employees and subcontractors involved in the Project; or Page 45

any other third party, to whom Confidential Information of the Project Manager or the Department may be disclosed pursuant to clause 23.4 or clause 23.4, to give a written undertaking relating to the use and non-disclosure of the Confidential Information of the Project Manager and the Department in a form approved by the Project Manager. 23.4 Exceptions to obligations The obligations on each party under clause 23.1 or 23.10 will not be taken to have been breached to the extent that Confidential Information of the other party: (d) (e) (f) (g) (h) is disclosed by a party to its Advisers or employees solely in order to comply with obligations, or to exercise rights, under this Agreement; is disclosed to a party s internal management personnel, solely to enable effective management or auditing of activities related to this Agreement; is disclosed by Department to the responsible Minister; is disclosed by the Department, in response to a request by a House or a Committee of the Parliament of the Commonwealth of Australia; is shared within the Department, or with another Commonwealth agency, where this serves the Commonwealth s legitimate interests; is disclosed by the Department to the Auditor-General, Commonwealth Ombudsman or the Australian Information Commissioner; is required by Law to be disclosed; or is in the public domain otherwise than due to a breach of this Agreement. 23.5 Obligation on disclosure Where a party discloses Confidential Information of the other party to another person: pursuant to clauses 23.4, or (e), the disclosing party must: (ii) notify the receiving person that the information is Confidential Information; and not provide the information unless the receiving person agrees to keep the information confidential, including in the case of Confidential Information of the Project Manager or the Department, the receiving person giving the Project Manager and the Department a legally binding Page 46

undertaking to that effect in the form approved by the Project Manager; or pursuant to clauses 23.4 and 23.4(d), the disclosing party must notify the receiving party that the information is Confidential Information of the other party. 23.6 Additional confidential information The parties may agree in writing after the date of this Agreement that certain additional information is to constitute Confidential Information for the purposes of this Agreement. Where the parties agree in writing after the date of this Agreement that certain additional information is to constitute Confidential Information for the purposes of this Agreement, this documentation is incorporated into, and becomes part of this Agreement, on the date by which all parties have signed this documentation. 23.7 Period of confidentiality The obligations under this clause 23 continue, notwithstanding the expiry or termination of this Agreement: in perpetuity; or in relation to any information which the parties agree in writing after the date of this Agreement is to constitute Confidential Information for the purposes of this Agreement, for the period agreed by the parties in writing in respect of that information (and if no agreement, in perpetuity). 23.8 No reduction in privacy obligations Nothing in this Agreement derogates from any obligation which a party may have under the Privacy Act 1988 (Cth) as amended from time to time, in relation to the protection of personal information as defined in that Act or information that is protected by the Census and Statistics Act 1905 (Cth), or any other Act, regulation or other legislative instrument requiring secrecy or confidentiality in dealing with information. 23.9 Return of information At the Project Manager s request or on the expiry or termination of this Agreement, the RTO and the PO must promptly return all of the physical and written records containing Confidential Information of the Department and/or the Project Manager, and all documentation relating to that Confidential Information (including copies), to the Project Manager, in a form reasonably requested by the Project Manager. Alternatively, if requested by the Project Manager, the RTO and the PO must destroy such items in the Page 47

manner specified by the Project Manager and promptly certify to the Project Manager in writing that it has done so. 23.10 Confidential Agreement Provisions Notwithstanding any other provision of this Agreement, the Department and the Project Manager may disclose the provisions of this Agreement. 24. SUBCONTRACTING AND PERSONNEL* 24.1 Subcontracting* (d) (e) (f) The PO and RTO may only subcontract their obligations under this Agreement with the prior written consent of the Project Manager (such consent will not be unreasonably withheld). In giving approval, the Project Manager may impose terms and conditions as the Project Manager thinks fit. The Project Manager may provide a general consent for subcontracting of the RTO s obligations under this Agreement in accordance with industry standards. If the PO or the RTO subcontracts their obligations under this Agreement, the relevant party remains fully responsible for the performance of all of its obligations under this Agreement, including but not limited to the performance of the Approved Project. The Project Manager may revoke its approval of a subcontractor on any reasonable ground by giving written notice to the RTO and the PO (as relevant). The RTO and the PO must not enter into a subcontract under this Agreement with a subcontractor named by the Director of the Minister for Workplace Gender Equality Agency in a report to the responsible Minister as an employer currently not complying with the WGE Act. The PO and the RTO must ensure that any subcontractor approved by the Project Manager under this Agreement complies with: (ii) (iii) (iv) (v) (vi) Clause 7 (books and records); Clause 8 (audit and access); Clause 16 (work health and safety); Clause 19 (insurance); Clause 23 (confidentiality); Clause 14 (protection of personal information); Page 48

(vii) (viii) Clause 13 (Conflict of interest); Clause 27.14 (false or misleading information). (g) (h) The RTO and the PO remain fully responsible for undertaking their respective obligations under Approved Project even if the PO and/or the RTO subcontract any aspect of the Approved Project and for the performance of their respective obligations under this Agreement. The RTO and PO will not make any payments to sub-contractors until the subcontractor and schedule of payments for sub-contracted work have been approved by the Project Manager and the Department. 24.2 Use of Specified Personnel The PO and the RTO will: undertake the Approved Project or any part of the Approved Project to which their particular expertise relates, with the active involvement of, and using the expertise of, the Specified Personnel (or a replacement approved by the Project Manager); and ensure that each of the Specified Personnel is aware of and complies with the PO and the RTO obligations in undertaking the Approved Project. 24.3 Removal of Personnel The Project Manager may at any time request the PO and/or the RTO to remove from work in respect of this Agreement any of the PO s and/or the RTO s Personnel (including Specified Personnel and subcontractors). The PO and the RTO must promptly arrange for the removal of such Personnel and their replacement as approved by the Project Manager in writing. 25. NOTICES Any notice, demand, invoice, consent or other communication required to be given or sent to either party under this Agreement must be in writing addressed to the party at its address for service as set out in the Contract Schedule, and given to the party s chief executive officer or nominee as the as may be. A notice will be deemed to be given if: (ii) sent by prepaid ordinary mail, on expiration of two days after the date on which it is given; sent by facsimile on the sender s facsimile machine recording that the facsimile has been successfully and properly transmitted to the recipient s address; or Page 49

(iii) (iv) if sent by electronic mail, on the other party s acknowledgment of receipt by any means; or hand delivered, on delivery. In the event of any change in the address for service of a party, that party must promptly advise the other in writing of the changed address which is to apply unless and until changed. 26. SURVIVAL* The following clause survive the expiry or termination of this Agreement: (d) (e) (f) (g) (h) (j) (k) (l) (m) (n) (o) (p) (q) (r) clause 6.7 (incorrect invoices under/over payment); clause 6.12 (repayment of project funds); clause 6.20 (GST and other taxes); clause 7 (books and records); clause 8 (audit and access) for a period of seven years from the date of expiration or termination of this Agreement; clause 9 (reporting); clause 10.2 (evaluation); clause 11.1 (acknowledgment of support); clause 14 (protection of personal information); clause 17 (intellectual property rights); clause 18 (moral rights); clause 19 (insurance); clause 20.3 (after termination); clause 20.4 (Project Manager s rights); clause 21 (liability and indemnity); clause 22 (disputes); clause 23 (confidentiality); clause 27 (general); and Page 50

(s) clause 28 (definitions and interpretation), together with any provision of this Agreement which expressly or by implication from its nature is intended to survive the expiration or termination of this Agreement. 27. GENERAL 27.1 No security The PO and RTO must not use any of the following as any form of security for the purpose of obtaining or complying with any form of loan, credit, payment or other interest, or for the preparation of, or in the course of any litigation: the Project Funds; this Agreement or any of the Project Manager s obligations under this Agreement; and any Intellectual Property Rights in Project Material. 27.2 Variation No agreement or understanding varying or extending this Agreement is legally binding upon a party unless the agreement or understanding is in writing and signed by all parties to this Agreement. Notwithstanding anything in this Agreement to the contrary, an Approved Project may be varied if requested and approved in writing under the Funding Agreement. 27.3 Approvals and consents Except where this Agreement expressly states otherwise, a party may, at its discretion, give conditionally or unconditionally or withhold any approval or consent under this Agreement. 27.4 Assignment and novation 27.5 Costs A party may only assign its rights, novate its rights and obligations under this Agreement or dispose of or create a trust over or otherwise create an interest in its rights and obligations under this Agreement with the prior written consent of the other parties. Each party must pay its own expenses incurred in negotiating, preparing and executing this Agreement. Page 51

27.6 Counterparts This Agreement may be executed in counterparts. All executed counterparts constitute one document. 27.7 Entire agreement This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous arrangements or understandings between the parties in connection with its subject matter. 27.8 Further action Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this Agreement and any transaction contemplated by it. 27.9 Waiver Waiver of any provision of or right under this Agreement: must be in writing signed by the party entitled to the benefit of that provision or right; and is effective only to the extent set out in any written waiver. 27.10 Relationship The parties must not represent themselves, and must ensure that their officers, employees, agents and subcontractors do not represent themselves, as being an officer, employee, partner or agent of the other party, or as otherwise able to bind or represent the other party. This Agreement does not create a relationship of employment, agency or partnership between the parties. 27.11 Priority of Documents If there is inconsistency between any of the documents forming part of this Agreement, those documents will be interpreted in the following order of priority to the extent of any inconsistency: these terms and conditions; Schedules; any attachments to the Schedules; Page 52

(d) (e) Annexures; and documents incorporated by reference in this Agreement. 27.12 Governing law This Agreement is governed by the law in force in New South Wales. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, and any court that may hear appeals from any of those courts, for any proceedings in connection with this Agreement, and waives any right it might have to claim that those courts are an inconvenient forum. 27.13 Operation and nature of indemnities A party may recover a payment under an indemnity in this Agreement before it makes the payment in respect of which the indemnity is given. The indemnities in this Agreement: (ii) (iii) apply whether the loss or damage arises in connection with negligence, misrepresentation, or other cause; include legal expenses on a full indemnity basis and damages and other compensation paid on the advice of legal advisers to compromise or settle any claim, whether of the parties or another person; and are for the benefit of a party s officers, employees, agents, contractors and related bodies corporate in addition to that party and in relation to these benefits each party contracts for itself and as trustee for its officers, employees, agents, contractors and related bodies corporate. 27.14 False or misleading information* The PO and the RTO each acknowledge that giving false or misleading information to the Department/Commonwealth is a serious offence under section 137.1 of the Criminal Code Act 1995. The PO and the RTO each must ensure that any Personnel engaged in connection with the Agreement acknowledges the information contained in this clause. Note: Under section 137 of the Criminal Code giving false or misleading information to a Commonwealth entity is an offence, but only if the Commonwealth entity took reasonable steps to inform the person of the offence. Page 53

28. DEFINITIONS AND INTERPRETATION 28.1 Definitions Accounting Standards means the standards of that name maintained by the Australian Accounting Standards Board created by section 226 of the Australian Securities and Investments Commission Act 2001 (Cth) or other accounting standards which are generally accepted and consistently applied in Australia. Advisers means: the financial or legal advisers of a party; and the respective officers and employees of those financial or legal advisers. Agreement means this Agreement and includes the descriptions of parties, recitals, schedules and annexures to the Agreement. APP means the Australian Privacy Principle under the Privacy Act 1988 (Cth). Applicable Regulator refers to the Australian Skills Quality Authority (ASQA) or the relevant state or territory regulatory body with which the RTO is registered. Approved Project means an enterprise based training project approved by the Project Manager and the Department as set out in Schedule 1. Approved Project Responsibility Summary means the Approved Project Responsibility Summary set out in Annexure D. Auditor-General means the office established under the Auditor-General Act 1997 (Cth) and includes any other entity that may, from time to time, perform the functions of that office. Australian Accounting Standards refers to standards prepared by the Australian Government Auditing and Assurance Standards Board created by section 227A of the Australian Securities and Investments Commission Act 2001 and generally accepted accounting practices to the extent they are not inconsistent with those standards. Australian Auditing Standards refers to the standards prepared by the Commonwealth Government Auditing and Assurance Standards Board created by section 227A of the Australian Securities and Investments Commission Act 2001 and generally accepted audit practices to the extent they are not inconsistent with those standards. Author means a person who is an author of any Project Material or Excluded Material for the purposes of Part IX of the Copyright Act 1968 (Moral Rights). Page 54

Average Cost per Learner means the total Training Cost of an Approved Project divided by the total number of Learners. AWPA means the Australian Workforce and Productivity Agency. Background IP means all Intellectual Property Rights contributed by a party to this Agreement towards the Approved Project that a party: owned at the Commencement Date; acquired or developed independently of the Approved Project; or which a party has the right to apply to the Approved Project (other than as a result of this Agreement or any rights granted by Project Manager or the Department) and are necessary or useful for the purpose of carrying out the Approved Project. Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney. Commencement means that face-to-face or equivalent training (such as distance, flexible or e-learning) in Eligible Training has been provided to a Learner on at least three days in accordance with the relevant Training Package for that Eligible Training or completion of an equivalent Recognition of Prior Learning process, and: the Learner has completed and signed a record of training verifying that training has occurred on at least three days; and the Learner s employer or enterprise has signed the record of training verifying that training has occurred on at least three days. Commencement Date means the Commencement Date specified in the Contract Schedule. Commonwealth means the Commonwealth of Australia represented by and acting through the Department. Commonwealth Material means any Material provided to the RTO or the PO by the Project Manager and it being Material of the Department. Completion means a Learner has completed all Units and training for full Eligible Training and a certificate has been issued by the RTO. A Statement of Attainment is not considered to be Completion of full Eligible (but is required for completion of a skill set within that Eligible Training). Confidential Information means information that is by its nature confidential and: is designated by a party as confidential and is notified by the party as confidential; Page 55

a party knows or ought to know is confidential, but does not include: information that is or becomes public knowledge otherwise than by a breach of this Agreement or any other confidentiality provisions. Conflict means a conflict of interest, or risk of a conflict of interest, or an apparent conflict of interest arising though the RTO or the PO engaging in any activity or obtaining any interest that is likely or interfere with or restrict the RTO or the PO in providing the Approved Project and meeting their obligations under this Agreement fairly and independently. Corporations Act means the Corporations Act 2001 (Cth). Credit Transfer has the meaning given in the Guidelines. Department means the Commonwealth Department of Industry. Eligible Training means a Qualification or Training Package Skill Set from a national Training Package recognised under the Australian Qualifications Framework and appearing on www.training.gov.au. End Date means the End Date specified in the Contract Schedule. Enterprise means the organisation identified in Item 13 of the Contract Schedule. Enterprise Contribution means the payment which must be made by the Enterprise to the RTO towards the Approved Project as shown in Schedule 1. Enterprise Letter of Commitment means the Letter of Commitment completed and signed by each Enterprise which must be substantially in the same form as set out in Annexure E. Funding Agreement means the Funding Agreement between the Department and Project Manager regarding implementation of the National Workforce Development Fund in 2013-14 dated 17 March 2014. GST has the same meaning as given to it pursuant to the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Guidelines means the Guidelines referred to in the Contract Schedule. Intellectual Property Rights means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law including in or in relation to copyright, trademarks (including goodwill in those marks), designs, patents, circuit layouts, plant varieties, business and domain names, inventions, trade secrets, know-how and confidential information and other results of intellectual activity Page 56

in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable. These rights include: all rights in all applications to register these rights; all renewals and extensions of these rights; and all rights in the nature of these rights, excluding Moral Rights. Interest means interest calculated at an interest rate equal of the general interest charge rate for a day pursuant to section 8AAD of the Taxation Administration Act 1953, on a daily compounding basis. Law means any applicable statute, regulation, by-law, ordinance or sub-ordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth, or a local government, and includes the common law and rules of equity as applicable from time to time. LEADR means the dispute resolution association with that name and the Australian Business Number 69 008 651 232. Learner means a worker employed or contracted with the PO who meets the eligibility criteria Guidelines for the Program and to whom training is provided under the Approved Program. Material includes property, information, software, firmware, documented methodology or process, documentation or other material in whatever form, including reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any category of Intellectual Property Rights. Milestone means a stage of completion of the Approved Project set out in Schedule 1. Moral Rights means the right of integrity of authorship (that is, not to have a work subjected to derogatory treatment), the right of attribution of authorship of a work, and the right not to have authorship of a work falsely attributed, as defined in the Copyright Act 1968 (Cth). National Workforce Development Fund means an Australian Government Program which allows eligible organisations to apply for funding to support the training of existing workers and new workers in areas of identified business and workforce development need. Non-Eligible Training means any training of a Learner undertaken by an RTO which is not for Eligible Training. Page 57

NWDF Application Form means the Application form as set out in Annexure F, as amended by the Department from time to time. Outcomes means the Outcomes stated in Schedule 1. Personnel means in relation to a party, any employee, officer, agent, or professional adviser of that party, and in the case of the PO or the RTO includes any subcontractors. Privacy Act means the Privacy Act 1988 (Cth). Privacy Commissioner means the Office of the Privacy Commissioner established under the Privacy Act and includes any other entity that may, from time to time, perform the functions of that office. Privacy Notice means a Privacy Notice in the form as set out in Annexure A or as otherwise notified by the Project Manager to the PO and RTO. Program means the National Program as described in the Contract Schedule. Program Delegate means the person performing the duties of the office of the Department and notified in writing to the PO or the RTO. Progression means upon Completion by each Learner of half the number of face-toface training hours, or half the number of Units, which are required for the Eligible Training. Project Funds means funds provided by the Project Manager to the RTO for an Approved Project as set out in Schedule 1. Project Material means any Material, including training records, produced by or on behalf of the PO or the RTO: in carrying out their obligations under this Agreement; or in using the Project Funds, and includes modifications that may be required under this Agreement. Project Period means the period from the Commencement Date to the End Date. Recognition of Prior Learning means a process whereby eligible individuals are provided with an opportunity to have the skills and knowledge they have developed outside the formal education system, assessed and valued against national qualifications frameworks. Records means documents, information, data and other records (including all copies) in any form or media (whether or not visible). Page 58

Report means a report which is required to be provided by the PO and/or RTO to the Project Manager referred to in clause 9 or Schedule 1. Specified Personnel means specific Personnel of the PO and the RTO agreed by the parties in writing from time to time to work on the Approved Project. Schedule mans a Schedule to this Agreement. Subcontract means the Disability Workforce Innovation Network Initiative Subcontract entered into between the Project Manager and NDS dated [insert]. Tax Invoice means the invoice in the format included in Schedule 1. Term means the Term specified in the Contract Schedule. Third Party Material means Material owned by a third party that is: included, embodied in or attached to the Project Material; or used in undertaking the Approved Project. Total Learners means the number of Learners equal to the number of Training Places specified in an Approved Project as set out in Schedule 1. Training Cost means the cost for Eligible Training: which is calculated by reference to the data in Schedule 1 as follows: (Enterprise Contribution plus Project Funds ) divided by the number of Training Places; negotiated by Project Manager and the RTO provided the negotiated cost is not greater than the cost for the training determined by the calculation in above. Training Package means a national training package recognised under the Australian Qualifications Framework and appears on www.training.gov.au. Training Places means the number of places for each qualification or skill Set within Eligible Training approved as outlined in Schedule 1. Training Record means a training record in the form as annexed at Annexure B or as otherwise agreed in writing with the Project Manager. Outcomes means the outcomes to be achieved by the PO or the RTO Schedule 1. Unit means a unit of competency which is a discrete section or part of a qualification that relates to a particular competency or cluster of related competencies. WGE Act means the Workplace Gender Equality Act 2012 (Cth). Page 59

WHS Act means the Work Health and Safety Act 2011 (Cth) and any corresponding WHS laws as defined in that Act. WHS Laws means the WHS Act, regulations made under the WHS Act and any Code of Practice approved for the purposes of the WHS Act. WHS Worker means Personnel of the PO and/or the RTO who are workers (as defined in the WHS Act): engaged, or caused to be engaged by the Commonwealth; or whose activities in carrying out work are influenced or directed by the Commonwealth, while at work (wherever occurring) in the Commonwealth s business or undertaking. 28.2 Interpretation The following rules apply in interpreting this Agreement, except where the context makes it clear that a rule is not intended to apply. A reference to: (ii) (iii) (iv) (v) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re enacted or replaced, and includes any subordinate legislation issued under it; a document (including this document) or agreement, or a provision of a document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated; a party to this Agreement or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party; a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and anything (including a right, obligation or concept) includes each part of it. (d) A singular word includes the plural, and vice versa. A word which suggests one gender includes the other genders. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning. Page 60

(e) (f) (g) (h) (j) (k) (l) (m) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets. The word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing. The expression this Agreement includes the agreement, arrangement, understanding or transaction recorded in this Agreement. The words subsidiary, holding company and related body corporate have the same meanings as in the Corporations Act. A reference to a clause, paragraph, item or schedule is a reference to a clause, paragraph, item or schedule of this Agreement. A reference to $ or dollars is to Australian currency. Headings and any table of contents or index are for convenience only and do not affect the interpretation of this Agreement. General words following words describing a particular class or category are not restricted to that class or category. Page 61

Schedule 1 Approved Project Details 1. Approved Project Details The key deliverables for the Disability Workforce Innovation Network project to be completed within the prescribed milestone timeframes include 112 participants (Learners) throughout Australia each completing a nationally recognised workforce planning skills set (recognised under the Australian Qualifications Framework) approved by Department through the NWDF training application assessment process and the Project Manager. Under this Agreement [insert number] of Learners will be trained 2. Outcomes [insert number] of Learners relevant to the RTO/this Agreement will complete a nationally recognised workforce planning skills set (recognised under the Australian Qualifications Framework) approved by Department through the NWDF training application assessment process and the Project Manager] 3. Milestones: [All Learners to complete workforce planning skillset by 30 June 2015]; and The PO and the RTO must complete all Milestones specified in Annexure D. 4. Approved Project Responsibility Summary The PO and RTO must each perform their obligations as set out in the Approved Project Responsibility Summary (Annexure D). The Project Manager may amend the Approved Project Responsibility Summary from time to time by 30 days prior written notice to the PO and RTO as required pursuant to the Funding Agreement. Page 62

Project ID Date approved Enrolment deadline Commencement deadline [insert] Participating Enterprise/PO Size Eligible Training Eligible Training Code RTO Cost per Learner Number of Learners Start Date Total Cost Government contribution (payable by the Project Manager as per table below) 34% 5. Enterprise Contribution The Enterprise must contribute the above Enterprise Contribution into a bank account nominated by the RTO (*Credit transfers will alter these amounts) as follows: Page 63

Enterprise Contribution milestone Enterprise Contribution Date Enterprise Contribution Amount [insert] [insert] $[insert] (if payment is in instalments, please insert instalment payments) Total $[insert total] Page 64

6. Reporting requirements 6.1 Quarterly quantitative reporting When quarterly quantitative (data) reporting requirements coincide with bi-annual qualitative reports, both reports are to be provided in a single document. Info Required: Commencements, withdrawals & completions [HW drafting note: these will need to be reviewed. instructions required ] ACTIVITY PERIOD REPORT DUE DATE 1. Date of this Agreement 30 June 2014 11 July 2014 2. Date of this Agreement 30 September 2014 17 October 2014 3. Date of this Agreement 31 December 2014 16 January 2015 4. Date of this Agreement 31 March 2015 17 April 2015 5. Date of this Agreement 30 June 2015 17 July 2015 6. Date of this Agreement 30 September 2016 17 October 2015 7. Date of this Agreement 31 December 2016 15 January 2016 8. Date of this Agreement 31 March 2016 16 April 2016 9. Date of this Agreement 30 June 2016 15 July 2016 Page 65

6.2 Bi-annual Qualitative Reporting Each bi-annual qualitative report must include: i. identify barriers to individuals being able to undertake training under the Program and details of what measures were taken, or could be taken, to address those barriers; ii. iii. iv. the reason for delays, if any relevant to the current and additional project information about the satisfaction with the training by Learners and POs, full details of all payments made to RTO by the Enterprise up to the date the report is due; and v. full details of industry co-contribution levels and such other reporting required by the Project Manager from time to time. ACTIVITY PERIOD REPORT DUE DATE Date of this Agreement 30 June 2014 11 July 2014 Date of this Agreement 31 December 2014 16 January 2014 Date of this Agreement 30 June 2015 17 July 2015 Date of this Agreement 30 June 2016 15 July 2016 7. Enterprise Contributions Please refer to the table in item 5of this Schedule. 8. Correctly Rendered Tax Invoice: The invoices submitted by the RTO must meet the requirements of a tax invoice as set out in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (or such other form as may be approved by the Project Manager) and must show: the agreement number and project title; Page 66

(ii) (iii) GST; the amount of Project Funds to be paid by the Project Manager together with any substantiating material required as required by the Agreement in accordance with clause 6. Invoices are to be submitted to: Program Administrator Community Services and Health Industry Skills Council workforcedevelopment@cehisc.com.au 9. Required Acknowledgement This publication/work has been produced with the assistance of funding provided by the Commonwealth Government through the Department of Industry with the assistance of the Community Services and Health Industry Skills Council (ABN 96 056 479 504) who acted as the project manager. 10. Restrictions on use of Commonwealth Material (if applicable): Not applicable Page 67

Annexure A Privacy Notice PRIVACY NOTICE National Workplace Development Fund ( the Program ) I... understand that: (insert name) [REGISTERED TRAINING ORGANISATION] will collect my personal information for the purposes of training and assessment, reporting, administration and evaluation of the Program; [REGISTERED TRAINING ORGANISATION] may disclose my personal information to the following: (ii) (iii) the Department of Industry (Department) Community Services and Health Industry Skills Council; and the contractors or agents of any of the above organisations. the purposes of the above disclosure may include: (ii) reporting, administration, and evaluation of the Program; verifying or reporting on my progress in the Program; and (d) Community Services & Health Industry Skills Council and Participating Organisation, and Department may also disclose my personal information to another party without my consent where authorised or required by law. I consent to release of my personal information for the above purposes.. (Signature of Learner) (Date) If the above statement was read to you, please indicate the person who assisted you... (Name).. (Relationship) Page 68

Annexure B CS&HISC NWDF Training Record Approved Project ID Enterprise RTO Learner name NWDF Learner ID Learner eligibility I confirm that this Learner meets the eligibility requirements of the NWDF (please refer to contract) Enterprise signature Learner signature RTO signature Date Date Date Commencement stage (40% payment) The Learner has completed 3 days of training or an equivalent RPL process Please list RPL conversation date/s and/or training dates, units completed and any notes Enterprise signature Learner signature RTO signature Date Date Date Midpoint stage (30% payment) The Learner is at the half-way point of completing the Eligible Training Please list workplace visits and/or training dates, units completed and any notes Enterprise signature Learner signature RTO signature Date Date Date Page 69

Completion stage (30% payment) The Learner has fully completed the Eligible Training Please list workplace visits and/or training dates, units completed and any notes (attach copy of qualification or statement if possible) Enterprise signature Learner signature RTO signature Date Date Date Page 70

Annexure C Working With Children Checks Working with Children Checks 1. In this schedule unless the contrary intention appears: AFP means the Australian Federal Police; Contact with Children means substantial contact with an individual or substantial contact with a group, (whether that contact is supervised or not) where the individual, or at least one member of the group, is under the age of 18 years, and includes both physical and non-physical contact, including over the internet, via telephone, or any other form of communication; National Police Check for Working with Children means a national criminal history check undertaken by the AFP or by a State police force where the check is undertaken specifically in relation to working with children; Teacher means a person who is a teacher in a school and who is involved in the delivery of the Project because they are a teacher teaching in a school. Us means the Project Manager. You means the PO or the RTO. 2. You must ensure that any individual (other than a Teacher) who is involved in providing the Services for You or on Your behalf who will have Contact with Children undergoes a National Police Check for Working with Children, including all individuals engaged by Your subcontractors to provide the Services. In addition, You must comply with relevant State/Territory legislation requiring screening for persons who work with children. 3. Where a National Police Check for Working with Children has been obtained in relation to an individual prior to there being a requirement for that individual to undergo a National Police Check for Working with Children in accordance with this Schedule, that previous National Police Check for Working with Children may be used for the purposes of this Schedule provided that: it is no more than 12 months old; it has been obtained for the purpose of establishing suitability for a position working with children (e.g. in relation to a State based check or as part of an employer s requirements); and the individual in question consents to You disclosing to Us the information contained in the National Police Check for Working with Children. 4. National Police Checks for Working with Children must be completed prior to individuals coming into Contact with Children. The cost of obtaining relevant National Police Checks for Working with Children is to be borne by You. In all cases where the individual s identity and criminal history is unable to be verified, You must advise the individual that the matter will be referred to Us for further consideration, and refer the matter to Us for Our consideration. Page 71

5. You must provide Us with an original or, if provided by a State authority which holds the original a certified true copy of any National Police Check for Working with Children which shows a conviction registered or charge pending in relation to an individual. The suitability of such individuals to participate in the Project will be determined by Us. You must not allow an individual whose National Police Check for Working with Children reveals a conviction or charge pending to have Contact with Children in relation to the Project without written authorisation from Us. 6. Records of all National Police Checks for Working with Children must be maintained and all documentation must be made available and accessible for viewing by Us in accordance with clause 18 of this agreement. 7. You must ensure that any person who undergoes a National Police Check for Working with Children in accordance with the requirements of this agreement is informed in writing that the results of that National Police Check for Working with Children may be passed on to Us for the purposes of assessing whether We will consent to the person having Contact with Children in connection with the Project. 8. You are also required to comply with relevant State/Territory legislation requiring screening for persons who work with children. Note that the requirement for all individuals to undergo a National Police Check for Working with Children is in addition to any other checks undertaken in compliance with State/Territory working with children legislation. 9. National Police Checks for Working with Children must be undertaken by each person who will be working with children every 2 years from the date of issue of the first National Police Check for Working with Children obtained in relation to that person. 10. You must immediately notify Us if any individual who has had Contact with Children in the course of participating in the Services is charged with or found guilty of an indictable offence. 11. You must immediately notify Us if an individual who has had Contact with Children in the course of participating in the Project is the subject of an allegation relating to: (d) violence against children; any sexual offence; any offence involving pornography; or any offence involving the trafficking or dealing of illegal drugs. 12. We will make a decision as to whether an individual who is the subject of a notification in accordance with paragraph 10 or 11 can continue to have Contact with Children. The individual in question must not have Contact with Children in connection with the Project while a decision from Us is pending. Page 72

13. Prior to engaging or allowing individuals to have Contact with Children, You must obtain the consent of those individuals to the provision to Us of the information mentioned at paragraph 10 or 11 above in this Schedule, should the situation arise. 14. You must keep a record of all reports and considerations which are part of the screening process above. All such records are highly sensitive and must be treated in strict confidence. You must ensure that files containing such information are accessed only be people who have a need to know, and store such files in a secure place so that a reasonable level of security is always maintained. The minimum storage requirement in this regard is a lockable, commercial grade cabinet. Further information regarding Working with Children Note: this information is included here to assist you and does not form part of this agreement. It is your responsibility to check if this information has been updated since this document was printed. Obtaining a National Police Check for Working with Children The cost of obtaining a National Police Check for Working with Children through the AFP is currently $36.00 and the current processing time for routine criminal record checks is approximately twenty-five (25) working days. You must establish an account with the AFP prior to submitting a request for a National Police Check for Working with Children. An account can currently be established by contacting the AFP Criminal Records Client Services Team on telephone (02) 6202 3333 or facsimile (02) 6287 0269. The preferred contact is via e-mail at criminalrecordsclientservices@afp.gov.au. The e-mail should specify that the check is being undertaken for the purpose of complying with the requirements of the Department of Education, Employment and Workplace Relations in relation to working with children. The website is currently http://www.aifs.gov.au/nch/pubs/sheets/rs13/rs13.html Current State/Territory legislation: NSW legislation Queensland legislation Prior to Contact with Children, individuals will usually be required to be screened in accordance with the NSW Government s Commission for Children and Young People Act 1998 (NSW). Information regarding Your obligations under this Act may be obtained from http://www.kids.nsw.gov.au/kids/working.cfm or phone (02) 9286 7219. Prior to Contact with Children, individuals will usually be required to obtain a Suitability Card or blue card in accordance with the Queensland Government s Commission for Children and Young People and Child Guardian Act 2000 (Qld). Information regarding Your obligations under the Act may be obtained from www.ccypcg.qld.gov.au/employment/index.html or phone 1800 113 611. Western Australia legislation Prior to Contact with Children, individuals will usually be required to pass a Working with Children Check in accordance with the Working with Children (Criminal Record Checking) Act 2004 (WA). Information regarding Your obligations under the Act may be obtained from www.checkwwc.wa.gov.au or phone (08) 6217 8100 or toll free 1800 883 979. Page 73

Northern Territory legislation Victoria legislation ACT legislation South Australia legislation Prior to Contact with Children, individuals may be required to hold a Working with Children Clearance Notice in accordance with the Care and Protection of Children Act 2012 (NT). Information regarding Your obligations under the Act may be obtained from http://www.workingwithchildren.nt.gov.au/or phone 1800 723 368. Prior to Contact with Children, individuals will usually be required to pass a Working with Children Check in accordance with the Working with Children Act 2005 (Vic). Information regarding Your obligations under the Act may be obtained from www.justice.vic.gov.au/workingwithchildren or phone 1300 652 879. Prior to Contact with Children, individuals may be required to register with the Commissioner for Fair Trading and carry a Working with Vulnerable People Registration Card in accordance with the Working with Vulnerable People (Background Checking) Act 2011 (ACT) when that Act becomes effective. Information regarding Your obligations under the Act may be obtained from http://www.ors.act.gov.au/community/working_with_vulnerable_people or phone (02) 6207 3000. Prior to Contact with Children, individuals will usually be required to undergo a criminal history assessment in accordance with the Children s Protection Act 1993 (SA). Information regarding Your obligations under the Act may be obtained from www.sa.gov.au or phone 1300 321 592. Page 74

Annexure D Approved Project Responsibility Summary CS&HISC NWDF Project Process and Milestones Roles & Responsibilities summary RTO Provide Project Manager with all Learner data required for the Approved Project including any credit transfers which will affect funding amount Ensure privacy forms are completed by each Learner PO Assist RTO to collect Learner and Enterprise data Assist RTO to collect signed privacy forms for each Learner Provide a training record signed by the Learner and the Enterprise in order to trigger payment at commencement, progression and completion stages Provide accurate invoices to PM at each stage which consider credit transfer adjustment Provide correctly rendered invoice to PO and collect financial Enterprise Contribution and provide evidence of such to PM as required Enrol only the number of Learners and qualification/skill set types as approved and as per Schedule 1 Ensure that the Enterprise Contribution is made by the Enterprise to the RTO Notify the RTO of changes to employment of Learners or changes to needs which may affect the Approved Project Notify PM of any changes before they take place, including Learner withdrawals Provide quantitative and qualitative reports to PM as required Provide information (particularly qualitative) to RTO for progress reporting Keep Learner, Enterprise and financial records on file for auditing purposes Participate in evaluation processes as required by Department, AWPA and Project Manager Participate in evaluation processes as required by Department, AWPA and PM Maintain current contact details with the Maintain current contact details with the Page 75

Roles & Responsibilities summary RTO Project Manager PO Project Manager Page 76

Payments & Evidence/Milestones Payments are made by the Project Manager to the RTOs in 3 stages Commencement (40%) 3 days training or equivalent RPL process Evidence/activity required RTO to provide to CS&HISC Confirmation that Learners meet eligibility requirements Signed privacy forms for each Learner are on file at RTO Complete Learner data set including credit transfer information Signed training record by RTO, employer, Learner Accurate invoice (including status and Learner names for which you are claiming) Progression (30%) Half-way point Signed training record by RTO, employer, Learner indicating training is at half-way point Current Learner data Accurate invoice (including status and Learner names for which you are claiming) Completion (30%) Training has been completed and Learner deemed competent to receive qualification or skill set Signed training record by RTO, employer, Learner indicating training is complete Current Learner data Accurate invoice (including status and Learner names for which you are claiming) The RTO to provide to the Project Manager evidence of the Enterprise having paid the Enterprise Contribution to the RTO. Page 77

Reporting Quarterly quantitative reporting is required so please keep your Learner data current. The full data set needs to be provided prior to the commencement claim and changes/updates thereafter need to be requested as per below. Bi-annual qualitative reports are required and you will be requested to provide feedback about the project status, good news stories, any issues etc. Changes to project Please email workforcedevelopment@cshisc.com.au if any of the project details change e.g. number of Learners, qualification types. Changes must be approved by CS&HISC via DIICCSTRE prior to actioning. CS&HISC contact details workforcedevelopment@cshisc.com.au 02 8226 6600 PO Box H61, Australia Square NSW 1215 Level 13, 1 Castlereagh Street, Sydney NSW 2000 Page 78

Approved Project Process Receive notification of successful NWDF application Confirm project and contact details with CS&HISC Enrol students and collect signed privacy forms Receive contract, sign 2 copies and return originals to CS&HISC Collect all required student data and return to CS&HISC Notify CS&HISC of any changes to project student numbers or details for reporting purposes (RTO) Claim payments at 3 stages by providing student details, accurate invoice and supporting evidence: Commencement payment (40%) privacy form and signed training record Progression payment (30%) - signed training record Completion payment (30%) - signed training record Final reporting Page 79

Annexure E - Enterprise Letter of Commitment [insert onto Employer s letterhead] <date> Mr Gordon Duff National Disability Services Limited Level 14, 1 Castlereagh Street SYDNEY NSW 2000 Project Name: National Workforce Development Fund Disability Workforce Innovation Network project Number of our Learners: [insert] RTO: [insert] Location of training: [insert] Proposed training dates: [insert] On behalf of (organization name), in consideration for receipt of the training, I declare that (organization name) has the financial resources and is committed to support the project by: making our employees available for training at agreed times; making a cash co-contribution to the RTO towards the cost of this project. The value of this co-contribution is as specified in the National Workforce Development Fund guidelines, namely (**) percent of the total training cost per trainee; and ensuring that supervised work placements, mentoring and training are made available to participating staff. Yours sincerely, Name Position Contact details Page 80

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