AGREEMENT BETWEEN THE COMMONWEALTH OF AUSTRALIA
AND
THE AUSTRALIAN STRATEGIC POLICY INSTITUTE LIMITED A.C.N. 097 369 045

In relation to Funding of the Company

Australian Government Solicitor
50 Blackall Street
BARTON ACT 2600

Table Of Contents

OPERATIVE PART

1. INTERPRETATION

1.1 Definitions
1.2 Interpretation
1.3 Entire agreement
1.4 No variation unless agreed in writing
1.5 Reading down or severance of one provision does not affect another provision

2. PURPOSE OF THE AGREEMENT

3. TERM

4. FUNDS

4.1 Funding Level
4.2 Use of Funds
4.3 Payment of Annual Funding Amount
4.4 No payment if default
4.5 Commonwealth may defer payment of Annual Funding Amount
4.6 Commonwealth may increase Annual Funding Amount
4.7 Funds can be adjusted for future legislative changes
4.8 Funds shall be readjusted for inflation
4.9 Funds may be carried over
4.10 Unused Funds to be repaid at end of the Term
4.11 Alternate funding Sources

5. REVIEW

5.1 Major Reviews
5.2 Materials which may be used by Review Team
5.3 ASPI Limited must supply information to the Review Team.
5.4 Annual Reviews

6. REPORTS

7. CONTROLS

7.1 ASPI Limited to act in accordance with its constitution
7.2 Limitations on ASPI Limited
7.3 Limitations imposed by Law

8. ACCOUNTS

8.1 ASPI Limited to establish a bank account
8.2 ASPI Limited to keep proper records

9. CAC REPORTS

9.1 All CAC reports must be supplied to Contract Manager
9.2 Time frame for delivery of CAC reports to Contract Manager

10. ASSETS

10.1 Definition of assets
10.2 Ownership of assets
10.3 ASPI Limited must establish a register of assets
10.4 Asset Register to be updated
10.5 ASPI Limited notify the Commonwealth of disposal of certain assets
10.6 ASPI Limited must safeguard assets
10.7 ASPI Limited must comply with directions from Commonwealth in relation to disposal of assets
10.8 ASPI Limited must notify the Commonwealth before entering into a lease
10.9 ASPI Limited must comply with directions in relation to a proposed lease
10.10 ASPI Limited not to use Funds as security for loans

11. RESEARCH PRIORITIES

11.1 Research Program
11.3 Approved Core Research Program
11.4 Approved Research Programs - negotiation of changes
11.5 Tasks outside the Core Research Program

12. INTELLECTUAL PROPERTY RIGHTS AND DELIVERABLES

12.1 IP vested in ASPI Limited
12.2 Deliverables to the Department
12.3 Enabling Investment: Staffing, Infrastructure and Operating Costs
12.4 Deliverables by the Department

13. ACKNOWLEDGEMENT

14. QUALITY AND PUBLICATION

15. DISCLOSURE OF INFORMATION

15.1 Confidential Information
15.2 Conditions may be attached to approvals
15.3 Commonwealth may require written undertakings re non-disclosure
15.4 ASPI Limited must provide undertakings if required
15.5 No breach if disclosure required by law
15.6 Survival of clause

16. COMPLIANCE WITH LAW

16.1 ASPI Limited must comply with Commonwealth laws

17. CONFLICT OF INTEREST

17.1 Warranty as to conflict
17.2 ASPI Limited must notify Commonwealth if conflict arises
17.3 Failure to notify may result in termination by Commonwealth
17.4 ASPI Limited to avoid activities which may give rise to conflicts

18. ACCESS TO ASPI LIMITED PREMISES

18.1 Commonwealth may access premises

19. INDEMNITY

19.1 ASPI Limited indemnifies the Commonwealth
19.2 Indemnity does not affect other rights
19.3 Meaning of 'Commonwealth'
19.4 Survival of clause

20. DISPUTE RESOLUTION

20.1 Procedure to settle disputes
20.2 Instances where this clause does not apply

21. TERMINATION FOR CONVENIENCE

21.1 Commonwealth may terminate for convenience
21.2 ASPI Limited must minimise loss arising out of termination or reduction
21.3 Limit on liability for costs
21.4 No compensation for prospective profit

22. TERMINATION FOR DEFAULT

22.1 Parties may terminate for material breach
22.2 Commonwealth may terminate if ASPI Limited comes under external administration

23. NEGATION OF EMPLOYMENT, PARTNERSHIP AND AGENCY

23.1 ASPI Limited not to misrepresent its association with the Commonwealth
23.2 ASPI Limited is not able to represent or bind the Commonwealth

24. WAIVER

24.1 No waiver if rights not exercised or delay
24.2 Partial exercise of rights does not prevent further exercise of rights
24.3 Meaning of 'rights'

25. ASSIGNMENT AND NOVATION

25.1 No assignment without approval
25.2 No consultations re novation without approval

26. APPLICABLE LAW

26. Laws in ACT apply

27. NOTICES

27.1 Form of notice
27.2 Method of giving notice
27.3 When notice is deemed to be received