Department of Industry, Innovation,
Science, Research and Tertiary
Education
Clean Technology Innovation Program
Funding Agreement [insert number]
Commonwealth of Australia (Commonwealth)
[insert Grant Recipient’s name] ACN [insert] ABN [insert]
(Grant Recipient)
NOTE: If the Grant Recipient is an incorporated trustee, please identify
the Grant Recipient as ‘[insert name of Grant Recipient] [insert Grant
Recipient ABN] in its own capacity and as trustee of the [insert name of
trust] [insert trust ABN]
Clean Technology Innovation Program Funding Agreement
Version: January 2013
Details
Date
_________________/_________________/___20________________
Day
month
year
Parties
Name
The Commonwealth of Australia as represented by the Department of
Industry, Innovation, Science, Research and Tertiary Education
Short form name
Commonwealth
Name
[insert name of Grant Recipient]
ACN [insert]|
ABN [insert]
NOTE: If the Grant Recipient is an incorporated trustee, please identify the
Grant Recipient as ‘[insert name of Grant Recipient] [insert Grant Recipient
ABN] in its own capacity and as trustee of the [insert name of trust] [insert
trust ABN]’.
Short form name
Grant Recipient
Background
A.
The $200 million Clean Technology Innovation Program (the Program) is an element of the
Government’s comprehensive plan to take Australia to a clean energy future.
B.
The Department is responsible for administering the Program, which will operate over 5 years
from 2012-13 to 2016-17.
C.
The policy objective of the Program is to increase applied research and development, proofof-concept and early stage commercialisation activities that lead to the development of new
clean technologies and associated services, including low emission and energy efficient
solutions that reduce greenhouse gas emissions.
D.
The Commonwealth is required by law to ensure accountability for the Grant Funds and
accordingly the Grant Recipient is required to be accountable for all Grant Funds received.
E.
The Commonwealth has agreed to provide the Grant Funds to the Grant Recipient for the
purposes of the Project, subject to the terms and conditions of this Agreement.
F.
The Grant Recipient accepts the Grant Funds for the purposes of the Project, and subject to
the terms and conditions of this Agreement.
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
Funding Agreement
Part 1 - Agreed terms .......................................................................................................................... 1
1
Definitions and interpretation ................................................................................................. 1
2
Priority of documents .............................................................................................................. 7
3
Agreement Period ................................................................................................................... 7
4
Conduct of the Project and Eligible Activities........................................................................ 7
5
Commercialisation .................................................................................................................. 8
6
Contributions........................................................................................................................... 9
7
Grant Funds........................................................................................................................... 10
8
GST ....................................................................................................................................... 12
9
Use of Grant Funds ............................................................................................................... 13
10
Repayment ........................................................................................................................ 14
11
Monitoring progress and reporting ................................................................................... 16
Part 2 – General requirements........................................................................................................... 18
12
Subcontractors and Collaborators ..................................................................................... 18
13
Intellectual property rights ................................................................................................ 18
14
No Dealing with the Grant Recipient’s rights ................................................................... 19
15
Insurance ........................................................................................................................... 20
16
Acknowledgement of support and publicity ..................................................................... 20
17
Confidentiality and privacy ............................................................................................... 21
18
Protection of personal information ................................................................................... 22
19
Conflict of interest ............................................................................................................ 22
20
Books and records ............................................................................................................. 23
21
Audit and access................................................................................................................ 23
22
Termination ....................................................................................................................... 25
23
Warranties ......................................................................................................................... 27
24
Survival ............................................................................................................................. 28
25
Notices and other communications ................................................................................... 28
26
Miscellaneous ................................................................................................................... 29
Schedule – Specific details, and terms and conditions ..................................................................... 31
1
Agreement Details ................................................................................................................ 31
2
Project details ........................................................................................................................ 32
3
Special terms and conditions................................................................................................. 34
Signing page...................................................................................................................................... 35
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
Part 1 - Agreed terms
1
Definitions and interpretation
1.1.
Defined terms
In this Agreement, except where the contrary intention is expressed, the following definitions
are used:
Term
Definition
Accepted
admitted for assessment under the Program in accordance with the
Program Guidelines.
Act
the Industry Research and Development Act 1986 (Cth).
Accounting Standards
the standards of that name maintained by the Australian Accounting
Standards Board (itself 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.
Agreed Terms
clauses 1 to 26 (inclusive) of this Agreement, which set out terms
and conditions agreed by the parties.
Agreement
this agreement between the Commonwealth and the Grant
Recipient, as varied from time to time in accordance with clause
26.2, and includes its schedules and any attachments.
Agreement Material
any material created on or following the commencement of this
Agreement, for the purpose of or as a result of performing its
obligations under this Agreement.
Agreement Period
has the meaning given in clause 3.
Annual Capped
Amount
means, for a Financial Year, the relevant amount stated in clause
2.6 in the Schedule for the Project, and in the absence of an amount
being stated, the relevant amount for that Financial Year is zero.
Application
means the application form and all supporting material in
connection with it, submitted by the applicant to, and accepted by,
the Commonwealth, and in respect of which the parties have
entered into this Agreement.
Application
Acceptance Date
the date the Commonwealth provides notice to the Grant Recipient
that its Application has been Accepted by the Commonwealth for
assessment.
AusIndustry
the division of the same name within the Department.
Budget
the budget set out in clause 2.3 of the Schedule, as varied from time
to time in accordance with this Agreement (including under clause
4.5).
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Clean Technology Innovation Program Funding Agreement
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Term
Definition
Business Day
a day that is not a Saturday, Sunday, public holiday or bank holiday
in the place where the relevant act is to be performed or where the
relevant Notice is received.
Collaboration
the collaborative relationship formed to undertake the Collaborative
Project.
Collaboration
Agreement
the agreement between the Collaborators to establish the
Collaboration.
Collaborative Project
a Project undertaken by the Grant Recipient involving a partnership,
alliance and/or network aimed at a mutually beneficial, clearly
defined innovative outcome. Progress towards outcomes involves
the exchange and generation of new knowledge for which a ‘route
to end use’ is clearly identified and provides benefit to all parties as
further detailed in clauses 6.3 to 6.5.
Collaborator
those persons, bodies or organisations who are parties to the
Collaboration Agreement.
Commonwealth
as the context requires:
(a) the Commonwealth of Australia in the emanation currently
called the Department of Industry, Innovation, Science,
Research and Tertiary Education; or
(b) the Commonwealth of Australia.
Commonwealth
Confidential
Information
information provided or otherwise disclosed to the Grant Recipient
by the Commonwealth:
(a) is by its nature confidential;
(b) is designated in writing by the Commonwealth as
confidential; or
(c) a party knows or ought to know is confidential,
but does not include:
(d) information that is or becomes public knowledge otherwise
than by breach of this Agreement or any other
confidentiality obligation.
Commonwealth Grant
Guidelines
means the Commonwealth Grant Guidelines published by the
Commonwealth, as amended from time to time.
Confidential
Information
information that is by its nature confidential and:
(a) is designated by a party as confidential; or
(b) a party knows or ought to know is confidential,
but does not include:
(c) information that is or becomes public knowledge otherwise
than by breach of this Agreement or any other
confidentiality obligation.
Control
has the meaning given by section 50AA of the Corporations Act.
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
Term
Definition
Corporations Act
Corporations Act 2001 (Cth).
Customer Guidelines
means the Customer Information Guide, the Guide to Managing
Your Grant, the Eligible Expenditure Guidelines and any other
guidelines the Program Delegate publishes for the Program.
Customer Information
Guide
means the Customer Information Guide for the Program published
by the Commonwealth.
Deal
means:
(a) sell, transfer, novate, declare a trust over, otherwise dispose
of, procure or effect the disposal of, an interest or right; or
(b) effect a change in the beneficial interest or beneficial unit
holding under a trust which has an interest or right.
Dealing and Dealt have the corresponding meanings.
Department
The Department of Industry, Innovation, Science, Research and
Tertiary Education or any successor.
Eligible Activity
has the meaning given in the Program Guidelines.
Eligible Expenditure
means expenditure on an Eligible Activity (inclusive of GST but
less related input tax credits) that:
(a) is incurred by the Grant Recipient on the Project carried out
during the Project Period; and
(b) qualifies as eligible expenditure under the Eligible
Expenditure Guidelines.
Eligible Expenditure
Guidelines
means the Eligible Expenditure Guidelines issued by the
Commonwealth to the Grant Recipient.
Eligible Project
means a Project that meets the requirements of the Program
Guidelines.
Financial Year
means the 12 month period beginning 1 July of one year and ending
30 June of the following year (and any part of such a period
occurring at the beginning or end of the Agreement Period).
Goods and Services
Tax or GST
has the same meaning as in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).
Government Grant
Sources
has the meaning given in the Program Guidelines.
Grant Funds
the amount or amounts which are paid or payable by the
Commonwealth to the Grant Recipient under this Agreement and,
where the context permits, any interest earned by the Grant
Recipient on those amounts.
Grant Percentage
means the percentage specified in clause 2, Item 6 of the Schedule,
or, where no percentage is specified, 50%.
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
Term
Definition
Grant Recipient
the party listed on the front page of this Agreement being the
applicant whose Application for funding under the Program has
been approved.
Guide to Managing
Your Grant
the Guide to Managing Your Grant for the Program issued by the
Commonwealth.
GST Law
has the same meaning as in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).
Innovation Australia
the body of that name established by section 6 of the Act.
Interest
means the rate of interest as specified in clause 10.7.
Law
any applicable statute, regulation, rule, by-law, ordinance or
subordinate 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 and doctrines
of equity, in each case as applicable from time to time.
Lead Applicant
the Grant Recipient where it has made an application for funding
under the Program on behalf of the other Project participants where
the project is a Collaborative Project.
Maximum Funds
the amount specified in clause 2, item 5 of the Schedule, which is
the maximum amount of Grant Funds to be provided to the Grant
Recipient for the Project under this Agreement.
Milestone
a stage of completion of the Project as set out in clause 2.2 of the
Schedule.
Minister
the Minister administering the Act.
Non Tax Exempt
not exempt from income tax under Division 50 of the Income Tax
Assessment Act 1997 (Cth) or under Division 1AB of Part III of the
Income Tax Assessment Act 1936 (Cth).
Notice
a notice, demand, consent, approval or other communication issued
under this Agreement.
Personnel
in relation to a party, any employee, officer, agent, or professional
adviser of that party, and in the case of the Grant Recipient, any
subcontractor.
Post-Project Reports
has the same meaning as in the Guide to Managing Your Grant.
Program
means the Clean Technology Innovation Program.
Program Delegate
an employee of the Department who has been empowered by the
Minister, or is otherwise duly authorised, to carry out the relevant
functions in respect of the Program.
Program Directions
the Clean Technology Innovation Program Direction No. 1 of 2012.
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
1.2.
Term
Definition
Program Funding
the funding made available by the Commonwealth for the Clean
Technology Innovation Program in any given financial year, being
the funding specified in the Portfolio Budget Statement (as varied
by any Portfolio Additional Estimates Statement or by the Minister)
for that year.
Program Guidelines
the Clean Technology Innovation Program - Program Guidelines
issued by the Minister.
Progress Payment
has the meaning given in clause 7.2.
Progress Report
has the meaning given in the Guide to Managing Your Grant.
Project
the Project described in clause 2 of the Schedule, including the
Milestones set out at clause 2.2 of the Schedule.
Project End Date
the date specified in clause 2, item 4 of the Schedule.
Project Outcomes
the outcomes of the Project, as set out in clause 2.1 of the Schedule.
Project Period
means the period between the Project Start Date and the Project End
Date.
Project Start Date
the date specified in clause 2, item 3 of the Schedule.
Quarter
means each period of three months ending on 31 March, 30 June,
30 September and 31 December (or part of such a period occurring
at the beginning or the end of this Agreement).
Related Entity
has the same meaning as in the Corporations Act.
Reports
the reports to be provided under clause 11.2.
Retention Amount
means the amount specified in clause 2.5 of the Schedule, or if no
amount is specified, means 5% of the Maximum Funds.
Ruling
means a published GST ruling, GST determination or similar
documents issued by the Commissioner of Taxation.
Trust
the trust referred to in clause 1, item 1 of the Schedule.
Definitions in Program Guidelines
Except where the contrary intention is expressed (including in clauses 1.1 and 8), all terms
which are not defined in this Agreement but which have a defined meaning, have the same
meaning as in the Program Guidelines.
1.3.
Interpretation
In this Agreement, except where the contrary intention is expressed:
(a) the singular includes the plural and vice versa, and a gender includes other genders;
(b) another grammatical form of a defined word or expression has a corresponding meaning;
(c) a reference to a clause, paragraph or schedule is to a clause or paragraph of, or schedule to,
this Agreement;
(d) a reference to a document or instrument includes the document or instrument as novated,
altered, supplemented or replaced from time to time;
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
(e) a reference to A$, $A, dollar or $ is to Australian currency;
(f) a reference to time is to Canberra, Australia time;
(g) a reference to a party is to a party to this Agreement, and a reference to a party to a
document includes the party's executors, administrators, successors and permitted assignees
and substitutes;
(h) a reference to a person includes a natural person, partnership, body corporate, association,
governmental or local authority or agency or other entity;
(i) a reference to a statute, ordinance, code or other law includes regulations and other
instruments under it and consolidations, amendments, re enactments or replacements of any
of them;
(j) any agreement, representation, warranty or indemnity by two or more parties (including
where two or more persons are included in the same defined term) binds them jointly and
severally;
(k) any agreement, representation, warranty or indemnity in favour of two or more parties
(including where two or more persons are included in the same defined term) is for the
benefit of them jointly and severally;
(l) a rule of construction does not apply to the disadvantage of a party because the party was
responsible for the preparation of this Agreement or any part of it;
(m) if a day on or by which an obligation must be performed or an event must occur is not a
Business Day, the obligation must be performed or the event must occur on or by the next
Business Day;
(n) a period of time begins on (and includes) the date on which it is expressed to commence
and ends on (and includes) the date on which it is expressed to end (whatever the term used
to allude to the ending – for example terminates, expires; and
(o) when an item in a Schedule is blank, that item does not form part of this Agreement and
references to it in this Agreement are to be disregarded in the interpretation of this
Agreement.
1.4.
Completion of the Schedule
To the extent that the parties have not provided details for an item in the Schedule, then unless
otherwise stated in the Schedule or in this Agreement, those items will be taken to be excluded
from this Agreement and are to be disregarded in its interpretation.
1.5.
Including etc
“Including”, “include”, “includes”, “such as”, “for example” and “in particular” are not to be
construed as words of limitation in this Agreement.
1.6.
Applicable versions of guidelines
The versions of the various guidelines applicable to this Agreement are as follows:
(a) subject to clause 1.6(b), for the Program Guidelines, the Program Directions and the
Customer Guidelines - the version in effect at the Application Acceptance Date; and
(b) for the Guide to Managing Your Grant- the version that is current and as amended from
time to time.
With respect to the guidelines and directions referred to in clause 1.6(a), if these guidelines or
directions are amended to the benefit of the Grant Recipient, the Commonwealth may, at its
absolute discretion, notify the Grant Recipient to inform it that a later version of the guidelines,
or directions, or part thereof, applies to this Agreement.
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
2
Priority of documents
If there is inconsistency between any of the documents comprising this Agreement, those
documents are to be interpreted in the following descending order of priority to the extent of the
inconsistency:
(a) terms (if any) in clause 3 of the Schedule; which prevail over
(b) Agreed Terms; which prevail over
(c) clauses 1 and 2 of the Schedule; which prevail over
(d) any attachments to the Schedule; which prevail over
(e) documents incorporated into this Agreement in whole or part by reference.
3
Agreement Period
This Agreement begins on the date it is executed and continues until five years after the Project
End Date unless otherwise agreed by the parties or the Agreement is terminated in the meantime
in accordance with clause 22 (“Agreement Period”).
4
Conduct of the Project and Eligible Activities
4.1
Undertaking the Project
The Grant Recipient must undertake the Project diligently, effectively, to a high professional
standard, in good faith and in accordance with:
(a) the terms of this Agreement;
(b) all applicable Laws;
(c) the Program Guidelines;
(d) the Customer Guidelines;
(e) any representation made in the Application;
(f) any Commonwealth policies and specific requirements specified by the Commonwealth
from time to time; and
(g) good industry practice.
4.2
Notification of change of status
The Grant Recipient must immediately inform the Commonwealth of any change in its status or
circumstances that may affect its ability to comply with this Agreement, including its ability to
implement the Project.
4.3
Eligible Expenditure
(a) The Grant Recipient acknowledges that Grant Funds may only be used for Eligible
Expenditure.
(b) Activities that have received funding from Government Grant Sources, other than under
this Agreement, will not be considered Eligible Activities for the purposes of the Program.
4.4
Milestones
(a) The Grant Recipient must achieve the Milestones as set out in clause 2.2 of the Schedule.
(b) The Grant Recipient must notify the Commonwealth promptly in writing if a Milestone is
unlikely to be achieved by the date for completion of that Milestone.
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
(c) A Notice given under clause 4.4(b) must set out:
(i)
(ii)
(iii)
(iv)
(v)
the reason for the delay;
the action the Grant Recipient proposes to take to address the delay;
the anticipated date for achievement of the Milestone;
the anticipated effect the delay will have on the achievement of subsequent
Milestones; and
the anticipated effect the delay will have on the undertaking and completion of the
Project and compliance with the Budget.
(d) The Commonwealth may terminate this Agreement pursuant to clause 22 if it considers in
its absolute discretion that the failure by the Grant Recipient to achieve a Milestone may, in
the Commonwealth’s reasonable opinion, compromise the capacity of the Grant Recipient
to achieve the Project Outcomes.
(e) The Commonwealth may exercise its rights under clause 4.4(d), notwithstanding any
information in the notice from the Grant Recipient, and regardless of whether the Grant
Recipient provides a notice to the Commonwealth under clause 4.4(b)).
4.5
Budget
(a) Subject to clause 4.3, the Grant Recipient may only use the Grant Funds in accordance with
the Budget set out at clause 2.3 of the Schedule.
(b) Subject to clause 4.5(d), the Grant Recipient may reallocate budgeted expenditure in
respect of categories of expenditure in the Budget, provided it does not materially change
the Project, any Milestone set out in this Agreement, the Project Outcomes or cause the
Grant Recipient to be in breach of any of its obligations under this Agreement.
(c) The Grant Recipient must give the Commonwealth:
(i) by 1 February each Financial Year;
(ii) at any time the Grant Recipient wishes to request a variation to any one or more of the
Annual Capped Amounts; and
(iii) if otherwise requested by the Commonwealth,
a revised Budget in a form acceptable to the Commonwealth if requested by the
Commonwealth, so as to ensure the relevant Budget continues to accurately reflect planned
Eligible Expenditure for the Project, and an explanation as to why the requested changes
are proposed.
(d) The Commonwealth may, at its discretion, approve or reject a revised Budget provided
under clause 4.5(c). The Commonwealth’s approval may be granted subject to conditions.
(e) If a revised Budget is approved by the Commonwealth, then the relevant Budget is
replaced by the revised Budget approved under clause 4.5(d).
(f) Notwithstanding any change to the Budget, the Annual Capped Amount may not be
exceeded unless the Commonwealth specifically approves an increase of that amount.
5
Commercialisation
5.1
Grant Recipient’s obligations
(a) The Grant Recipient must use its best endeavours during the Project Period to:
(i)
(ii)
ensure the Project Outcomes are achieved; and
commercialise the Project or the Project Outcomes, including any intellectual
property rights in the Project and Agreement Material:
(A)
in accordance with the Application;
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
(B)
(C)
on normal commercial terms; and
in a manner that will be for the benefit of a carbon constrained Australian
economy.
(b) Without limiting the operation of clause 5.1(a), the Grant Recipient will have breached its
obligations under that clause if the Commonwealth determines that during the Project
Period the Grant Recipient has acted:
(i)
(ii)
5.2
inconsistently with any material representation made to the Commonwealth (as
determined by the Commonwealth acting reasonably) including with any
representation that was part of the Application; or
in a manner so as to reduce or prevent the Project Outcomes from being achieved.
Notification
(a) The Grant Recipient must immediately notify the Commonwealth (giving reasons) if at any
time during the Project Period, the Grant Recipient:
(i)
(ii)
believes the Grant Recipient’s or the Project’s capacity to achieve the Project
Outcomes has been compromised; or
wishes to commercialise the Project or the Project Outcomes other than as required
under clause 5.1(a).
(b) If the Grant Recipient provides notification to the Commonwealth pursuant to clause
5.2(a), the Grant Recipient must take all reasonable steps requested by the Commonwealth.
5.3
Non-compliance with commercialisation obligations
If the Grant Recipient fails to comply with either clause 5.1 or clause 5.2, the Commonwealth
may by notice to the Grant Recipient require the Grant Recipient to repay such amount of the
Grant Funds paid to the Grant Recipient as the Commonwealth determines and as set out in that
notice. If the Grant Recipient does not pay the amount by the due date set out in the notice, the
Grant Recipient must, if requested by the Commonwealth, pay Interest in accordance with
clause 10.7.
6
Contributions
6.1
Grant Recipient’s Contribution
The Grant Recipient must fund all expenditure in relation to the Project, including any Eligible
Expenditure, that is not covered by the Grant Funds.
6.2
Other government funding
(a) The Grant Recipient must give the Commonwealth full details of any financial assistance
for any part of the Project which the Grant Recipient receives from another Government
Grant Source. The details must include the amount and source of the funding and the name
of the program under which it was provided, within 30 days of the Grant Recipient
receiving notice that the funding from that Government Grant Source has been approved.
(b) The Commonwealth may reduce, suspend or defer its payments in the event the Grant
Recipient receives funding from another Government Grant Source for any part of the
Project, but only to the extent of the value of that funding.
6.3
Collaborative Projects
If the Project is a Collaborative Project:
(a) it must be an Eligible Project;
(b) it must involve a Lead Applicant and at least one other Project partner;
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
(c) the Lead Applicant must be an Eligible Applicant; and
(d) each Collaborator’s involvement must exceed the level of involvement ordinarily provided
under a traditional principal/contractor relationship.
A written Collaboration Agreement must be entered into by all Collaborators. The
Collaboration Agreement must define the roles and responsibilities of each Collaborator.
A copy of the Collaboration Agreement must be provided to the Commonwealth within 7
Business Days of receiving a request from the Commonwealth to provide such copy.
6.4
Changes to the Collaboration Agreement
The Grant Recipient must:
(a) ensure that the Collaboration Agreement is consistent with, and allows the Grant Recipient
to meet its obligations under, this Agreement, the Program Guidelines and the Customer
Guidelines;
(b) ensure no variation is made to the Collaboration Agreement (including any material change
to the Collaboration, such as, a change to a Collaborator or their contributions) that is, or
may be, inconsistent with this Agreement or the Customer Guidelines, without the prior
written consent of the Commonwealth; and
(c) provide the Commonwealth with details (including a revised version of the Collaboration
Agreement) of any variation made to the Collaboration Agreement within 10 Business
Days of execution of the variation.
6.5
Breach of the Collaboration Agreement
The Grant Recipient must, promptly after becoming aware of a breach or suspected breach of
the Collaboration Agreement that would affect the Grant Recipient's ability to comply with its
obligations under this Agreement:
(a) provide notice to the Commonwealth of that breach or suspected breach;
(b) provide all information reasonably required by the Commonwealth in relation to the breach
or suspected breach;
(c) identify to the Commonwealth the steps the Grant Recipient and the Collaborators intend to
take to address the matter;
(d) keep the Commonwealth informed of any action the Grant Recipient and the Collaborators
takes, including action requiring remedy of the breach; and
(e) provide notice to the Commonwealth once the breach is remedied, or if not remedied upon
the matter being resolved to the satisfaction of the Commonwealth.
If a breach of the Collaboration Agreement remains unresolved or not remedied by the
Collaboration to the satisfaction of the Commonwealth, acting reasonably, the Grant Recipient
acknowledges that the Commonwealth may exercise its rights to reduce, suspend or cease
payment of the Grant Funds under this Agreement under clause 7.3 of this Agreement.
7
Grant Funds
7.1
Payment
Subject to:
(a) clause 7.2 to 7.3;
(b) sufficient Program Funding being available for the Program; and
(c) the Grant Recipient complying with this Agreement,
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
the Commonwealth will pay the Grant Funds as Progress Payments in accordance with this
clause 7.
7.2
Progress payments
(a) For the first Quarter occurring after the date of this Agreement, the Commonwealth will
pay the Grant Recipient the initial Progress Payment set out in item clause 2.4 of the
Schedule, which has been calculated as the Grant Percentage of the Eligible Expenditure
that the Grant Recipient forecasts will be incurred in that Quarter.
(b) For each Quarter occurring after the first Quarter, and following receipt of a Progress
Report from the Grant Recipient that is satisfactory to the Commonwealth, the
Commonwealth will pay the Grant Recipient a Progress Payment calculated as the Grant
Percentage of:
(i)
the Eligible Expenditure that the Grant Recipient forecasts will be incurred in that
Quarter; and
(ii) the Eligible Expenditure incurred by the Grant Recipient in the previous Quarter, less
the amount of the Progress Payment already paid by the Commonwealth for that
previous Quarter.
(c) If the amount calculated under clause 7.2(b)(ii) produces a negative amount (that is, where
the Grant Percentage of the Eligible Expenditure actually incurred by the Grant Recipient
in the previous Quarter is less than the Progress Payment paid to the Grant Recipient for
that Quarter), the difference will be deducted by the Commonwealth from the current or
subsequent Quarterly Progress Payments in the Commonwealth’s absolute discretion.
(d) Notwithstanding clauses 7.2(a), 7.2(b) or 7.2(c), the Commonwealth will not make
Progress Payments that in aggregate exceed the Annual Capped Amount for the Project in a
Financial Year or that in aggregate exceed the Maximum Funds for the Project.
(e) A Progress Payment may be made in advance for the next Quarter or any subsequent
Quarters, in the Commonwealth's absolute discretion.
(f) The date for payment of Progress Payments will be determined by the Commonwealth.
7.3
No obligation to make Progress Payments in some circumstances
Notwithstanding any other clause in this Agreement, the Commonwealth is not obliged to make
a Progress Payment, or may pay only part of or reduce the Progress Payment:
(a) where an independent audit report under clause 11.4 disputes the Grant Recipient’s
previous claims for Eligible Expenditure;
(b) unless and until the Grant Recipient provides evidence satisfactory to the Commonwealth
that:
(i)
(ii)
(iii)
it has expended a sufficient amount of the Grant Recipient’s own funds that are not
Grant Funds or amounts from other Government Grant Sources to meet Eligible
Expenditure incurred to date that has not been met by the Progress Payments paid to
date;
it has a sufficient amount of the Grant Recipient’s own funds, that are not Grant
Funds or amounts from other Government Grant Sources, to meet all Eligible
Expenditure forecast to be incurred during the next Quarter that will not be met by
the next forecast Quarterly Progress Payment; and
it has made satisfactory progress on the Project, including having met all of the
Milestones that were due for completion in the previous Quarter.
(c) if, at the payment date for that Progress Payment:
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(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
the sum of that Progress Payment and other related Progress Payments exceed the
amount of the Annual Capped Amount for the relevant Financial Year or the
Maximum Funds for the Project;
the sum of all Progress Payments made to date and the next scheduled Progress
Payment exceeds the grant percentage multiplied by the sum of Eligible Expenditure
incurred to date and budgeted Eligible Expenditure to the Project End Date;
the Grant Recipient has not spent Grant Funds previously paid to the Grant
Recipient;
in the Commonwealth's opinion, Grant Funds have been spent other than in
accordance with this Agreement;
the Commonwealth has terminated or is entitled to terminate this Agreement;
the Commonwealth considers that the Grant Recipient is in breach of any of its
obligations under this Agreement, including by not resolving or remedying a breach
of a Collaboration Agreement, or by not submitting all Reports due under this
Agreement and/or the Customer Guidelines in the form and content satisfactory to
the Commonwealth; or
the Grant Recipient has not otherwise undertaken the Project to the satisfaction of
the Commonwealth.
(d) The Commonwealth may by notice to the Grant Recipient request that the Grant Recipient
provide the Commonwealth with any information the Commonwealth reasonably requires
for the purposes of determining any of the matters in this clause 7.3. The Grant Recipient
must provide information requested under this clause within 10 days of the
Commonwealth’s request.
(e) Despite any decision by the Commonwealth under clause 7.3 not to make a Progress
Payment or to pay only part of a Progress Payment, the Grant Recipient must continue to
perform its obligations under this Agreement.
7.4
Retention amount
Without limiting the operation of clause 7.3, the Commonwealth will retain the Retention
Amount until such time as the Grant Recipient has completed the Project to the
Commonwealth’s satisfaction, and submitted all Reports due under this Agreement (excluding
any Post-Project Reports) in the form and with content satisfactory to the Commonwealth.
7.5
Taxes
The Grant Recipient must pay all:
(a) stamp duty (including penalties and interest) assessed or payable in respect of this
Agreement and the Project; and
(b) subject to clause 8, all taxes, duties and government charges imposed or levied in Australia
or overseas in connection with the performance of this Agreement and the project.
8
GST
8.1
Definitions
In this clause 8 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.
8.2
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.
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8.3
Payment of GST
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.
8.4
Issuing Recipient Created Tax Invoices and Adjustment Notes
(a) Unless the Commonwealth agrees otherwise, this clause 8.4 applies where the
Commonwealth is permitted by GST Law and Rulings to issue a recipient created tax
invoice for taxable supplies made under or in connection with this Agreement.
(b) The parties agree that:
(i)
(ii)
(iii)
the Commonwealth will issue a recipient created tax invoice for the taxable supply in
accordance with GST Law and Rulings to the Grant Recipient, and the
Commonwealth will retain the original or a copy;
the Grant Recipient will not issue a tax invoice in relation to the taxable supply; and
the Commonwealth, and not the Grant Recipient, will issue an adjustment note to the
Commonwealth for any adjustment event that arises in relation to the supply, and the
Commonwealth will retain the original or the copy.
(c) The Commonwealth warrants that it is registered for GST at the commencement of this
Agreement and that it will notify the Grant Recipient if it ceases to be so registered, or if it
otherwise ceases to be entitled to enter into a recipient created tax invoice arrangement.
(d) The Grant Recipient warrants that it is registered for GST at the commencement of this
Agreement and that it will notify the Commonwealth if it ceases to be so registered.
8.5
Tax invoice
Except where clause 8.4 applies or the Commonwealth otherwise agrees:
(a) 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 8.3; and
(b) the recipient of the supply can withhold payment of the amount payable under clause 8.3
until the supplier provides a tax invoice or an adjustment note (as applicable).
8.6
Adjustment event
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 8.3 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.
8.7
Reimbursements
No party may claim from the other an amount for which the first party can obtain an input tax
credit.
9
Use of Grant Funds
9.1
What Grant Funds can be used for
The Grant Recipient must spend the Grant Funds only:
(a) for Eligible Expenditure for the purposes of undertaking the Project;
(b) in accordance with this Agreement, the Program Guidelines and the Customer Guidelines;
and
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(c) in accordance with the Budget, however, the Grant Recipient may vary the Budget in
accordance with clause 4.5(b).
9.2
When Grant Funds cannot be used
(a) Without limiting any other right or remedy of the Commonwealth, the Commonwealth may
by written notice to the Grant Recipient direct the Grant Recipient not to spend Grant
Funds if:
(i)
(ii)
(iii)
the Grant Recipient has not completed, or not properly completed, a Report that was
due before the date of notification;
the Grant Recipient has not achieved a Milestone that was due to be achieved before
the date of notification; or
the Grant Recipient is otherwise in breach, or the Commonwealth is of the
reasonable opinion that the Grant Recipient will be in breach of this Agreement
(Potential Breach) of this Agreement, and in the case of a Potential Breach has not
satisfied the Commonwealth that the Potential Breach will be avoided.
(b) The Grant Recipient must not spend any Grant Funds after it receives notice from the
Commonwealth under clause 9.2(a), and must not undertake Eligible Expenditure or make
any other form of commitment the performance of which the Grant Recipient depends on
Grant Funds being received under this Agreement, unless and until the Commonwealth, at
its discretion, notifies the Grant Recipient otherwise.
(c) For the avoidance of doubt, this clause 9.2 does not prevent a Grant Recipient from
continuing to undertake the Project using funding that are not Grant Funds.
9.3
Bank account
The Grant Recipient must:
(a) on or before the commencement of this Agreement, provide the Commonwealth with
details of the bank account, held with an authorised deposit-taking institution authorised
under the Banking Act 1959 (Cth) to carry on banking business in Australia (Authorised
Deposit-Taking Institution), into which the Progress Payments are to be paid;
(b) ensure that all Progress Payments are paid into this account;
(c) on notification from the Commonwealth, promptly provide to the Commonwealth and the
relevant Authorised Deposit-Taking Institution, an authority enabling the Authorised
Deposit-Taking Institution to provide any statement and details relating to the use of the
account to the Commonwealth, on request; and.
(d) identify the receipt and expenditure of the Grant Funds separately within the Grant
Recipient's accounting records so that at all times the Grant Funds are identifiable and
ascertainable.
If the account changes, the Grant Recipient must notify the Commonwealth within 14 days of
the change occurring, providing the Commonwealth with details of the new account, and
comply with clause 9.3(c) in respect of the new account.
10
Repayment
10.1 During the Project Period
During the Project Period, the Commonwealth is entitled to recover from the Grant Recipient,
and if required by the Commonwealth, the Grant Recipient must pay to the Commonwealth
promptly on demand:
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Clean Technology Innovation Program Funding Agreement
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(a) all Grant Funds previously paid by the Commonwealth to the Grant Recipient where the
Grant Recipient breaches or has breached any of the terms and conditions in this
Agreement, and the Commonwealth:
(i)
(ii)
does not waive the breach in writing; or
waives the breach conditionally, and the Grant Recipient breaches, or fails to satisfy,
that term or condition.
(b) any Grant Funds that have not been spent or legally committed in accordance with this
Agreement;
(c) the amount of any Grant Funds which, in the Commonwealth's opinion, have been spent or
legally committed other than in accordance with this Agreement and/or the Customer
Guidelines. For the avoidance of doubt, this may be all the Grant Funds;
(d) all Grant Funds where, in the Commonwealth’s opinion, the intellectual property rights in
the Project, or in any other material that has been developed using Grant Funds, have been,
or are intended to be, Dealt with or transferred outside of Australia; or
(e) all Grant Funds where the Grant Recipient undergoes a change of ownership or Control
which results in the Grant Recipient coming under foreign ownership or Control.
If the Commonwealth wishes to exercise its rights under this clause10.1, it must give the Grant
Recipient a written notice requiring repayment of the Grant Funds. For the removal of doubt, it
is within the absolute discretion of the Commonwealth whether to give a notice requiring the
repayment of the Grant Funds under this clause 10.1
10.2 At the end of the Project Period
After the end of the Project Period or on the earlier termination of the Agreement, the
Commonwealth is entitled to recover from the Grant Recipient, and the Grant Recipient must
pay to the Commonwealth on demand:
(a) any Grant Funds which have not been spent, or legally committed by the Grant Recipient;
(b) the amount of any Grant Funds which, in the Commonwealth's opinion, have been spent or
legally committed other than in accordance with this Agreement and/or the Customer
Guidelines. For the avoidance of doubt, this may be all the Grant Funds; and
(c) all Grant Funds where the Grant Recipient is, or was, otherwise in breach of this
Agreement and the Commonwealth:
(i)
(ii)
does not waive the breach in writing; or
waives the breach conditionally, and the Grant Recipient breaches, or fails to satisfy,
that term or condition.
10.3 Timing for repayment
For the avoidance of doubt, the Commonwealth does not need to terminate the Agreement to
recover the Grant Funds under clauses 10.1 or 10.2.
10.4 Repayment notice
(a) The Commonwealth may give the Grant Recipient a notice requiring the Grant Recipient to
repay to the Commonwealth (or deal with as specified by the Commonwealth in that
notice) an amount which the Grant Recipient is obliged to repay to the Commonwealth
under clause 10.1 or 10.2.
(b) If the Commonwealth gives the Grant Recipient a notice under clause 10.4(a), the Grant
Recipient must repay the amount specified in the notice in full (or deal with it as specified
by the Commonwealth in that notice) within 30 days of the date of the notice, whether or
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not the Grant Recipient disputes the Commonwealth’s entitlement to recover, or the Grant
Recipient’s obligation to repay, the amount under this Agreement.
10.5 Failure to Repay
If the Grant Recipient fails to make payment as required by the notice provided under clause
10.4, if requested by the Commonwealth, the Grant Recipient must pay Interest in accordance
with clause 10.7.
10.6 Amounts due to Commonwealth
(a) Without limiting any of the Commonwealth's other rights or remedies, any amount payable
to the Commonwealth (including by way of refund or Interest), or which the
Commonwealth is entitled to recover from the Grant Recipient, under this Agreement will
be recoverable by the Commonwealth as a debt due and payable to the Commonwealth by
the Grant Recipient.
(b) The Commonwealth may set-off any money due for payment by the Commonwealth to the
Grant Recipient under this Agreement against any money payable by the Grant Recipient
to the Commonwealth under this Agreement.
(c) For the avoidance of doubt, the Commonwealth can allocate any repayment of Grant Funds
as it sees fit.
10.7 Interest
If the Commonwealth requires interest to be paid by the Grant Recipient in connection with an
amount owing under this Agreement, the amount of that interest will be calculated:
(a) at the 90 day bank-accepted bill rate (available from the Reserve Bank) on the day the
Grant Funds were required to be repaid or reimbursed; and
(b) from and including the date (or dates) the amount was due for payment by the Grant
Recipient, for the period the amount remains unpaid, or any lesser period specified by the
Commonwealth.
11
Monitoring progress and reporting
11.1 Progress meetings
The parties will meet at the times and in the manner reasonably required by the Commonwealth
to discuss any issues that either may have in relation to this Agreement, its performance or the
Project. The Grant Recipient and Commonwealth must both provide representatives who are
able to answer any queries relating to this Agreement, its performance or the Project raised by
either party.
11.2 Reporting
(a) The Grant Recipient must provide the Commonwealth with all reports specified in clause
2.7 of the Schedule:
(i)
(ii)
(iii)
by the date specified for each particular report in clause 2.7 of the Schedule;
using the relevant templates and format requirements provided in the Guide to
Managing Your Grant; and
as otherwise required by the Customer Guidelines and the Commonwealth (from
time to time).
(b) The Grant Recipient must also provide to the Commonwealth any ad hoc report reasonably
required by the Commonwealth from time to time, and in the form and with the content
reasonably required by the Commonwealth.
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(c) If in the Program Delegate’s opinion, the form or content of a report is unsatisfactory, the
Program Delegate may request in writing that the Grant Recipient submit a revised report
within 30 days or receipt of that notice.
(d) If the Grant Recipient fails to submit a satisfactory revised report within 30 days under
clause 11.2(c), clause 11.5 will apply.
11.3 Post-Project reports
Unless otherwise notified by the Commonwealth, Post-Project Reports are due 30 days after
requested by the Commonwealth in writing, and must contain the information required and be in
the format specified by the Customer Guidelines or as otherwise notified by the Commonwealth
at those times.
11.4 Auditing of Reports
If the Commonwealth requires a Report to be audited, the Report must be audited by:
(a) a member of the Institute of Chartered Accountants;
(b) a member of CPA Australia; or
(c) a member or fellow of the Institute of Public Accountants,
(d) not being an employee, shareholder, director, other officeholder or Related Entity of the
Grant Recipient, or any person having had an involvement in the preparation of the
Application or any other Report provided under this Agreement.
The auditor engaged pursuant to this clause 11.4 must warrant to the Grant Recipient they do
not have a conflict of interest under clause 19.
11.5 Provision of Reports
If any of the Reports provided to the Commonwealth under this Agreement are not provided
within the time required by clause 11.2 or the Customer Guidelines or not provided at all or do
not meet the satisfaction of the Commonwealth, in the Commonwealth’s sole discretion, the
Commonwealth may, without limiting any of its other rights under this Agreement or at Law,
reduce, suspend or terminate the Grant Funds under this Agreement.
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Part 2 – General requirements
12
Subcontractors and Collaborators
12.1 Subcontracting
The Grant Recipient may engage subcontractors to undertake work in relation to the Project.
12.2 Limits on subcontractors and Collaborators
The Grant Recipient must not enter into a subcontract or arrangement under this Agreement
with a subcontractor or a Collaborator:
(a) named by the Director of Equal Opportunity for Women in the Workplace in a report to the
responsible Minister as an employer currently not complying with the reporting
requirements of the Equal Opportunity for Women in the Workplace Act 1999 (Cth);
(b) named on the list of persons designated as terrorists for the purposes of the Charter of
United Nations (Dealing with Assets) Regulations 2008 (available at
http://www.dfat.gov.au/icat/UNSC_financial_sanctions.html); or
(c) who has any court judgments against it relating to employee entitlements that have not
been paid in full by that subcontractor or collaborator (other than judgments that are under
appeal).
12.3 Subcontracts
(a) The Grant Recipient must ensure that any subcontractor or other party approved under this
Agreement complies (as if it were the Grant Recipient) with:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
clause 15 (Insurance);
clause 17 (Confidentiality and privacy);
clause 18 (Protection of personal information);
clause 19 (Conflict of interest);
clause 20 (Books and records);
clause 21 (Audit and access); and
clause 22 (Termination).
12.4 Responsibility
The Grant Recipient is (and will remain at all times) fully responsible for undertaking the
Project even if the Grant Recipient subcontracts any aspect of the Project and for the
performance of all of the Grant Recipient's obligations under this Agreement.
13
Intellectual property rights
13.1 Intellectual property rights in Agreement Material
(a) All intellectual property rights in the Agreement Material vest in the Grant Recipient on
creation.
(b) The Grant Recipient grants to the Commonwealth a world-wide, royalty free, nonexclusive licence (including the right to sublicense) to use, reproduce, adapt, modify and
communicate all material provided by the Grant Recipient under this Agreement, for the
purposes of reporting on and evaluating this Agreement and for the purpose of the
Commonwealth’s reporting on, evaluating and administrating the Program.
(c) The Commonwealth acknowledges that whenever it exercises its licence in clause 13.1(b),
it will comply with clause 17 (confidentiality and privacy).
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13.2 Warranty
The Grant Recipient warrants that:
(a) to the best of its knowledge and after undertaking reasonable enquiries, the material
provided by the Grant Recipient under this Agreement, and the Commonwealth's use of
that material, will not infringe the intellectual property rights or moral rights of any person;
and
(b) it has the necessary rights to commercialise the Project or the Project Outcomes under
clause 5, to vest the intellectual property rights, to carry out the Project, and to grant the
licences as provided in this clause 13.
14
No Dealing with the Grant Recipient’s rights
14.1 Grant Recipient’s obligations
During the Project Period, the Grant Recipient must not, without the Program Delegate’s prior
written consent:
(a) Deal or grant or create any encumbrance over its rights under this Agreement, or its interest
in or rights over intellectual property rights in the Project other than in accordance with this
clause 14.
(b) Deal with intellectual property rights developed or obtained using in whole or in part the
Grant Funds, or otherwise in the course of the Project, either in an Australian or
international jurisdiction.
14.2 Change of Control
If during the Project Period, there is a change of Control of the Grant Recipient or a sale of all
or part of the Grant Recipient’s assets associated with the Project without the Program
Delegate’s written consent, the Grant Recipient will be taken to have breached clause 14.1.
14.3 Program Delegate’s consent
The Program Delegate’s consent under clause 14.1 may be given subject to conditions,
including the requirement that the Grant Recipient and any other person concerned in a
transaction referred to in clause 14 must execute all documentation as required by the
Commonwealth.
The Grant Recipient must comply with any such conditions and a breach of these conditions is a
breach of this Agreement.
14.4 No security
Subject to clause 14.5, the Grant Recipient 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:
(a) the Grant Funds;
(b) this Agreement or any of the Commonwealth's obligations under this Agreement; or
(c) any intellectual property rights in Agreement Material.
14.5 Floating charges
Notwithstanding the above, the parties agree that:
(a) the giving of a floating charge over the assets and undertakings of the Grant Recipient; or
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(b) any Dealing with the Intellectual Property developed using whole or part of the Grant for
the purposes of the Grant Recipient meeting its obligations under clause 5.1.
is not taken to be a breach of clauses 14.1 to 14.4 (inclusive).
15
Insurance
15.1 Obligation to maintain insurance
The Grant Recipient must have at all times during the Agreement Period (and in the case of
professional indemnity insurance, for at least 6 years thereafter):
(a) workers’ compensation insurance for an amount required by the relevant State or Territory
legislation;
(b) public liability insurance for an amount and on terms that are consistent with good industry
practice in the Grant Recipient’s industry; and
(c) professional indemnity insurance for $1,000,000 or more per claim.
15.2 Certificates of currency
If requested by the Commonwealth, the Grant Recipient must provide current relevant
confirmation of insurance documentation from its insurers or insurance brokers certifying that it
has insurance as required by clause 15.1.
16
Acknowledgement of support and publicity
16.1 Acknowledge of support
Subject to clause 16.2, the Grant Recipient must, in all:
(a) publications, promotional and advertising materials in all media;
(b) public announcements, events and activities in relation to the Project; and
(c) any products, processes or inventions developed as a result of it,
acknowledge the financial and other support received from the Commonwealth.
16.2 Publicity
(a) The Grant Recipient acknowledges that the Department is required to publish on its
website information about this Agreement to fulfil its obligations under the Commonwealth
Grant Guidelines.
(b) The Commonwealth, the Department and/or the Minister reserves the right to publicise,
undertake promotional activities and report on the awarding of the Grant Funds and the
Project in media releases, general announcements about the Program, annual reports and on
its website. The information made available may include the Grant Recipient's name, the
amount of the Grant Funds, the title and a brief description of the Project and the Project
Outputs and, following consultation with the Grant Recipient, any other information
provided by the Grant Recipient in relation to its Application and this Agreement which the
Commonwealth considers not to be confidential.
(c) If the Commonwealth, the Department and/or the Minister advises the Grant Recipient it
wishes to be the first party to publicly announce the allocation of the Grant Funds to the
Grant Recipient, the Grant Recipient must delay making any public announcement
regarding this Agreement or regarding any transaction contemplated by it until after the
Commonwealth, the Department and/or the Minister have made its announcement, except
if required by Law or a regulatory body (including a relevant stock exchange).
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(d) If the Grant Recipient 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 Grant Recipient must, to the extent practicable, first consult with and take
into account the reasonable requirements of the Commonwealth.
17
Confidentiality and privacy
17.1 Prohibition on disclosure
(a) Subject to clause 17.2, the Grant Recipient must not, without the prior written consent of
the Commonwealth, disclose any Commonwealth Confidential Information to a third party.
(b) Subject to clause 17.2, the Commonwealth must not, without the prior written consent of
the Grant Recipient, disclose any Grant Recipient Confidential Information to a third party.
17.2 Exceptions to obligations
The obligations on each party under clause 17.1 will not be taken to have been breached to the
extent that Confidential Information of the other party:
(a) is disclosed by the Commonwealth for the purpose of discharging any function under the
Program Directions, the Program Guidelines, and otherwise for the purposes of the Project
and related uses;
(b) is disclosed by a party to its internal management personnel, officers, advisers, employees,
agents or contractors solely in order to comply with obligations, or to exercise rights, under
this Agreement;
(c) is shared by the Commonwealth within the Department, AusIndustry, or with another
Commonwealth agency, or with Innovation Australia, to the responsible Minister, or in
response to a request by a House or a Committee of the Parliament of the Commonwealth
of Australia;
(d) is disclosed by the Commonwealth to other Commonwealth, State and Territory
Government agencies for reporting and/or consultation purposes;
(e) is disclosed by the Commonwealth as required or permitted by Commonwealth policy
(including to comply with the Commonwealth Grant Guidelines) or as part of Departmental
business;
(f) is required by Law or an express provision of this agreement to be disclosed; or
(g) is in the public domain otherwise than due to a breach of this Agreement.
17.3 Obligation on disclosure
Where a party discloses Confidential Information of the other party to another person the
disclosing party must notify the receiving party that the information is Confidential Information
of the other party.
17.4 Additional confidential information
(a) 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.
(b) 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 both parties have signed this documentation.
17.5 Period of confidentiality
The obligations under this clause 17 continue, notwithstanding the expiry or termination of this
agreement, for a period of 7 years from the end of the Project Period.
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17.6 Confidential Agreement provisions
Notwithstanding any other provision of this Agreement, the Commonwealth may disclose the
provisions of this Agreement except any clauses of this Agreement agreed by the parties to be
confidential Agreement provisions.
18
Protection of personal information
18.1 Application of this clause
This clause 18 applies only where the Grant Recipient deals with personal information in the
course of undertaking the Project.
18.2 Obligations
The Grant Recipient acknowledges that it may be treated as a ‘contracted service provider’
within the meaning of section 6 of the Privacy Act 1988 (Cth) (the Privacy Act), and agrees, in
undertaking the Project and when performing its obligations under this Agreement:
(a) to use or disclose personal information obtained during the course of undertaking the
Project under this Agreement, only for the purposes of this Agreement;
(b) to act in accordance with the terms of the Privacy Act as if it were any agency, including
abiding by the Information Privacy Principles (IPPs) and the National Privacy Principles
(NPPs) (as applicable);
(c) to immediately notify the Commonwealth if the Grant Recipient becomes aware of a
breach or possible breach of any of the obligations contained in, or referred to in, this
clause 18 including a breach of an IPP or NPP, whether by the Grant Recipient or any
Collaborator or subcontractor;
(d) to comply with any directions, guidelines, determinations or recommendations of the
Privacy Commissioner, to the extent that they are not inconsistent with the requirements of
this clause 18; and
(e) to ensure that any employee of the Grant Recipient who is required to deal with personal
information for the purposes of this agreement is made aware of the obligations of the
Grant Recipient set out in this clause 18.
18.3 Definitions
In this clause 18, the terms ‘agency’,, ‘Information Privacy Principles’ (IPPs), ‘National Privacy
Principles’ (NPPs) and ‘personal information’ have the same meaning as they have in section 6
of the Privacy Act.
19
Conflict of interest
19.1 Warranty
The Grant Recipient warrants that, to the best of its knowledge after making diligent inquiry, at
the date of signing this Agreement, no conflict of interest exists or is likely to arise in the
performance of its obligations under this Agreement.
19.2 Notification of a conflict of interest
If, during the Agreement Period a conflict of interest arises, or appears likely to arise, the Grant
Recipient must:
(a) notify the Commonwealth immediately in writing;
(b) make full disclosure of all relevant information relating to the conflict; and
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(c) take such steps as the Commonwealth requires to resolve or otherwise deal with the
conflict.
20
Books and records
20.1 Grant Recipient to keep books and records
The Grant Recipient must:
(a) keep and require its Collaborators and subcontractors to keep adequate books and records,
in accordance with the Accounting Standards, in sufficient detail to enable:
(i)
(ii)
(iii)
(iv)
the Commonwealth to audit the conduct and management of the Project;
the receipt of amounts on account of, and the expenditure of Eligible Expenditure;
all receipts and payments related to the Project to be identified and reported in
accordance with this Agreement; and
the amounts payable by the Commonwealth under this Agreement to be determined;
and
(b) retain and require its subcontractors to retain for a period of 7 years after the expiry or
termination of this Agreement, all books and records relating to the Project.
20.2 Costs
The Grant Recipient must bear its own costs of complying with this clause 20.
21
Audit and access
21.1 Audits
The Commonwealth, the Program Delegate or a representative may conduct audits of the Grant
Recipient’s performance and obligations under this Agreement at any time, and these audits
may include:
(a) the conduct and management of the Project;
(b) the Eligible Activities and Eligible Expenditure;
(c) any premises where the Project is being undertaken;
(d) the Grant Recipient's operational practices and procedures as they relate to this Agreement;
(e) the accuracy of the Grant Recipient’s Reports;
(f) material (including books and records) in the possession of the Grant Recipient,
subcontractors and all Collaborators (if applicable) relevant to the Project (including any
material relating to its conduct and management) or this Agreement; and
(g) any other matters determined by the Commonwealth to be relevant to the Project or this
Agreement.
21.2 Access by the Commonwealth
(a) The Commonwealth may, at reasonable times and on giving reasonable notice to the Grant
Recipient for the purposes of the Project and to the extent relevant to the performance of
this Agreement:
(i)
(ii)
access the premises of the Grant Recipient, subcontractors and each Collaborator, or
premises occupied by each of them;
require the provision by the Grant Recipient, its employees, agents or subcontractors
of records and information in a data format and storage medium accessible by the
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(iii)
(iv)
Commonwealth by use of the Commonwealth’s existing computer hardware and
software;
inspect and copy documentation, books and records, however stored, in the custody
or under the control of the Grant Recipient and each Collaborator, its employees,
agents or subcontractors; and
require assistance in respect of any inquiry into or concerning the Program, the
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 Commonwealth, and any inquiry
conducted by Parliament or any Parliamentary committee.
(b) The Grant Recipient must, and ensure that each Collaborator must, provide access to its
computer hardware and software to the extent necessary for the Commonwealth to exercise
its rights under this clause 21, and provide the Commonwealth with any reasonable
assistance requested by the Commonwealth to use that hardware and software.
21.3 Conduct of audit and access
The Commonwealth must use reasonable endeavours to ensure that:
(a) audits performed pursuant to clause 21.1; and
(b) the exercise of the general rights granted by clause 21.2 by the Commonwealth,
do not unreasonably delay or disrupt in any material respect the Grant Recipient's performance
of its obligations under this Agreement or its business.
21.4 Evaluation
During the Agreement Period, the Grant Recipient must, at its own non-reimbursable cost,
cooperate with any evaluation of the Program undertaken by the Commonwealth or independent
third parties, including, without limitation, by:
(a) providing all reasonable assistance to the Commonwealth or relevant third party;
(b) responding to all reasonable requests from the Commonwealth or relevant third party; and
(c) providing any information reasonably required by the Commonwealth or relevant third
party.
The Grant Recipient must comply with a request under this clause 21.4 within 30 days of
receiving the request.
21.5 Costs
Unless otherwise agreed in writing or expressly provided for in this Agreement or in the
Customer Guidelines, each party must bear its own costs of any reviews and/or audits.
21.6 Auditor-General and Privacy Commissioner
The rights of the Commonwealth under clauses 21.1 to 21.4 apply equally to the AuditorGeneral or a delegate of the Auditor-General, or the Information Commissioner or a delegate of
the Information Commissioner, for the purpose of performing the Auditor-General's or
Information Commissioner's statutory functions or powers.
21.7 Grant Recipient to comply with Auditor-General's requirements
The Grant Recipient must do all things necessary to comply with the requirements of the
Auditor-General or a delegate of the Auditor-General, or the Information Commissioner or a
delegate of the Information Commissioner, as set out under clause 21.6, provided such
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Clean Technology Innovation Program Funding Agreement
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requirements are legally enforceable and within the power of the Auditor-General, the
Information Commissioner, or their respective delegate.
21.8 No reduction in responsibility
The requirement for, and participation in, audits does not in any way reduce the Grant
Recipient's responsibility to perform its obligations in accordance with this Agreement.
21.9 No restriction
Nothing in this Agreement reduces limits or restricts in any way any function, power, right or
entitlement of the Auditor-General or a delegate of the Auditor-General or the Privacy
Commissioner or a delegate of the Privacy Commissioner. The rights of the Commonwealth
under this Agreement are in addition to any other power, right or entitlement of the AuditorGeneral or a delegate of the Auditor-General or the Information Commissioner or a delegate of
the Information Commissioner.
22
Termination
22.1 Termination and reduction for convenience
(a) The Commonwealth may, at any time, by notice, terminate this Agreement or reduce the
scope of the Project.
(b) On receipt of a notice of termination or reduction the Grant Recipient must:
(i)
(ii)
take all available steps to minimise loss resulting from that termination or reduction
and to protect Agreement Material; and
continue to undertake any part of the Project not affected by the notice.
(c) Subject to clause 22.3(a)(i), if this Agreement is terminated under this clause 22.1, the
Commonwealth is liable only to pay any Progress Payments due, excluding Progress
Payments that have been suspended or withheld by the Commonwealth in accordance with
this agreement, and not yet made to the Grant Recipient as at the date of termination. If the
scope of the Project is reduced, the Commonwealth's liability to pay the Grant Funds abates
in the same proportion as the extent of the reduction in the Project.
(d) The Commonwealth is not liable to pay compensation under clause 22.1(c) for an amount
which would, in addition to any amounts paid or due, or becoming due, to the Grant
Recipient under this Agreement, exceed the total Grant Funds payable under this
Agreement.
(e) The Grant Recipient is not entitled to any other compensation for termination under this
clause 22.1.
22.2 Termination for default
(a) Without limiting any other rights or remedies the Commonwealth may have against the
Grant Recipient arising out of or in connection with this Agreement, the Commonwealth
may terminate this Agreement effective immediately by giving notice to the Grant
Recipient if:
(i)
(ii)
(iii)
the Grant Recipient breaches a provision of this Agreement where that breach is not
capable of remedy;
the Grant Recipient breaches any provision of this Agreement and fails to remedy
the breach within 21 days after receiving notice requiring it to do so;
in the opinion of the Commonwealth, a conflict of interest exists which would
prevent the Grant Recipient from performing its obligations under this Agreement;
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Clean Technology Innovation Program Funding Agreement
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(iv)
(v)
(vi)
the Grant Recipient is unable to obtain all or any funds in relation to the Project that
is not covered by the Grant Funds or obtain such funds in time to enable completion
of the Project by the Project End Date;
the Commonwealth is satisfied that any statement made in the Grant Recipient's
Application (if any) is incorrect, incomplete, false or misleading in a way which
would have affected the original decision to approve the provision of the Grant
Funds; or
an event specified in clause 22.2(b) happens.
(b) The Grant Recipient must notify the Commonwealth immediately if:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
during the Project Period, there is any change in the direct or indirect beneficial
ownership or Control of the Grant Recipient;
during the Project Period, the Grant Recipient disposes of the whole or any part of its
assets, operations or business other than in the ordinary course of business;
the Grant Recipient ceases to carry on business;
the Grant Recipient ceases to be able to pay its debts as they become due;
proceedings are initiated with a view to obtaining an order for the winding up of the
Grant Recipient, or any person convenes a meeting for the purpose of considering or
passing any resolution for the winding up of the Grant Recipient;
the Grant Recipient applies to come under, the Grant Recipient receives a notice
requiring it to show cause why it should not come under, an order has been made for
the purpose of placing the Grant Recipient under, or the Grant Recipient 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 provisions in State or Territory legislation in
relation to incorporated associations; or
anything analogous to an event referred to in clause 22.2(b) occurs in relation to the
Grant Recipient.
22.3 Commonwealth rights
(a) Without limiting any of the Commonwealth's other rights or remedies, on termination of
this agreement, the Commonwealth:
(i)
(ii)
is not obliged to pay to the Grant Recipient any of the remaining Grant Funds,
except to the extent that an equivalent or lesser amount has been legally committed
for expenditure by the Grant Recipient in accordance with this agreement and are
payable by the Grant Recipient as a current liability (written evidence of which will
be required) by the date the Grant Recipient receives the notice of termination; and
is entitled to recover all or any Grant Funds from the Grant Recipient pursuant to
clause 10.
(b) The Commonwealth may give the Grant Recipient a notice requiring the Grant Recipient to
repay to the Commonwealth (or deal with as specified by the Commonwealth) an amount
which the Commonwealth is entitled to recover under clause 22.3(a)(ii).
(c) If the Commonwealth gives a notice under clause 22.3(b) the Grant Recipient must repay
the amount specified in the notice in full (or deal with it as specified by the
Commonwealth) within 30 days of the date of the notice.
22.4 Termination does not affect accrued rights
Termination of this agreement does not affect any accrued rights or remedies of a party.
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Clean Technology Innovation Program Funding Agreement
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22.5 Notional termination
If any purported termination of this agreement under clause 22.2 is ineffective or wrongful or
might otherwise constitute a repudiation by the Commonwealth, the termination will be taken
for all purposes to be termination under clause 22.1, with all the requirements of which the
Commonwealth will be deemed to have complied, and the purported termination under clause
22.2 will otherwise be taken never to have occurred.
23
Warranties
23.1 Warranties
The Grant Recipient, after making reasonable inquiries, represents and warrants that:
(a) all information provided by the Grant Recipient in its Application and any further
information or documentation subsequently provided by it or on its behalf, is true and
correct and not false or misleading in any material respect;
(b) if the Grant Recipient specified on its Application that it was, or would become, a Non
Tax-Exempt company, it is on entry to this Agreement a Non Tax-Exempt Company;
(c) if the Grant Recipient specified in its Application that is a wholly or majority owned
Commonwealth or state Government body, then it either:
(i)
(ii)
(iii)
derives its income primarily from commercial sources;
does not receive significant recurrent Government funding; or
returns any part of a trading surplus to a Government in the form of an annual
dividend or similar payment;
(d) it is not named by the Director of Equal Opportunity for Women in the Workplace in a
report to the responsible Minister as an employer currently not complying with the
reporting requirements of the Equal Opportunity for Women in the Workplace Act 1999
(Cth);
(e) it, and its Collaborators (if applicable), subcontractors and Personnel, have the necessary
experience, skill, knowledge, expertise and competence to undertake the Project and
(where appropriate) will hold such licences, permits or registrations as are required under
any State, Territory or Commonwealth legislation to undertake the Project, and are fit and
proper people;
(f) if the Project is a Collaborative Project:
(i)
(ii)
(iii)
it has the right to enter into this Agreement on behalf of each Collaborator;
where requested to do so by the Commonwealth under clause 6.3, it has provided the
Commonwealth with a certified copy of the executed Collaboration Agreement;
the Collaboration Agreement will require each Collaborator to:
(A)
(B)
(C)
(iv)
conduct the Project at the times and in the manner specified in this
Agreement;
cooperate with and provide to the Grant Recipient any information about the
conduct of the Project reasonably required by the Grant Recipient; and
be bound to equivalent terms and conditions to those of this Agreement
relevant to the Collaboration, including at a minimum clauses 15, 17, 18, 19,
20, 21 and 22; and
where certain terms of this agreement are expressed to survive termination or expiry
of this Agreement, the equivalent terms used in the Collaboration Agreement survive
termination or expiry of the Collaboration Agreement;
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
(g) if the Grant Recipient enters this Agreement in the capacity of trustee, it has the power to
do so and to perform its obligations under this Agreement in that capacity, but nothing
limits its personal liability under this Agreement;
23.2 Grant Recipient to notify of breach and change in circumstances
If the Grant Recipient becomes aware:
(a) of a breach, or impending breach, of a warranty; or
(b) that any statement made in its Application is, or has become, incorrect, incomplete, false or
misleading in a way which would have affected the original decision to approve the
provision of the Grant Funds;
the Grant Recipient must immediately notify the Commonwealth, and in the case of an
impending breach, whether (and if so how) it proposes to avoid the breach occurring.
24
Survival
The following clauses survive the expiry or termination of this Agreement:
(a) Clause 10 (Repayment);
(b) Clause 13 (Intellectual property rights);
(c) Clause 15 (Insurance);
(d) Clause 17 (Confidentiality and privacy);
(e) Clause 18 (Protection of personal information);
(f) Clause 20 (Books and records); and
(g) Clause 21 (Audit and access),
together with any provision of this Agreement which expressly or by implication from its nature
is intended to survive the expiry or termination of this Agreement.
25
Notices and other communications
25.1 Service of Notices
A Notice must be:
(a) in writing, in English and signed by a person duly authorised by the sender; and
(b) hand delivered or sent by prepaid post or facsimile or email to the recipient's address for
Notices specified in clause 1 of the Schedule or as otherwise varied by any Notice given by
the recipient to the sender.
25.2 Effective on receipt
A Notice given in accordance with clause 25.1 takes effect when it is taken to be received (or at
a later time specified in it), and is taken to be received:
(a) if hand delivered, on delivery;
(b) if sent by prepaid post, on the second Business Day after the date of posting (or on the
seventh Business Day after the date of posting if posted to or from a place outside
Australia);
(c) if sent by facsimile, when the sender's facsimile system generates a message confirming
successful transmission of the entire Notice unless, within eight business hours after the
transmission, the Grant Recipient informs the sender that it has not received the entire
Notice; or
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Clean Technology Innovation Program Funding Agreement
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(d) if sent by email, when the sender’s email system generates a message confirming the email
has been successfully sent,
but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a
Business Day, the Notice is taken to be received at 9.00am on the next Business Day.
26
Miscellaneous
26.1 Ownership of agreement
All copyright and other intellectual property rights contained in this Agreement remain the
property of the Commonwealth.
26.2 Variation
No agreement or understanding varying or extending this agreement is legally binding upon
either party unless the agreement or understanding is in writing and signed by both parties.
26.3 Approvals and consents
Except where this Agreement expressly states otherwise, a party may, in its discretion, give
conditionally or unconditionally or withhold any approval or consent under this Agreement.
26.4 Assignment and novation
A party may only assign its rights or novate its rights and obligations under this Agreement with
the prior written consent of the other party.
26.5 Costs
Each party must pay its own costs of negotiating, preparing and executing this Agreement.
26.6 Counterparts
This Agreement may be executed in counterparts. All executed counterparts constitute one
document.
26.7 Entire agreement
This Agreement and any other document to which the Commonwealth and the Grant Recipient
are parties and which is expressed to be supplementary to this Agreement (including the
Program Guidelines and the Customer Guidelines), constitute the entire agreement between the
parties in connection with their subject matter and supersedes all previous agreements or
understandings between the parties in connection with their subject matter.
26.8 Waiver
Waiver of any provision of, or right under, this Agreement:
(a) must be in writing signed by the party entitled to the benefit of that provision or right; and
(b) is effective only to the extent set out in any written waiver.
26.9 Relationship
(a) 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.
(b) This Agreement does not create a relationship of employment, agency or partnership
between the parties.
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
26.10 Governing law and jurisdiction
This Agreement is governed by the law of the Australian Capital Territory and each party
irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the
Australian Capital Territory.
26.11 False or misleading information
The Grant Recipient acknowledges that giving the Commonwealth false or misleading
information is a serious offence under the Criminal Code Act 1995 (Cth).
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
Schedule – Specific details, and terms and
conditions
1
Agreement Details
Item
number
Description
Clause
Reference
Details
1
Trust details
1.1
[If the Grant Recipient is a trustee, complete this
section, otherwise, insert “Not applicable”]
Trust name: [insert]
Trust Agreement: [insert name, date and parties
to Trust Agreement]
[Note: If the Grant Recipient is a trustee the
Grant Recipient will also need to provide the
Commonwealth with a copy of the Trust
Agreement and information on the Trust assets
before the Funding Agreement is executed, so that
the Commonwealth can confirm the trustees
power to enter into the Funding Agreement.]
2
Grant
Recipient’s
address for
Notices
25
3
Commonwealth’s 25
address for
Notices
[Insert Recipient’s address for notices. This
should ideally be the Recipient’s registered office]
Attention: [Insert Name, ie State Manager and
Title]
[Insert relevant AusIndustry State/Territory Office
details]
or as otherwise notified in writing by an
AusIndustry Customer Service Manager
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
2
Project details
2.1
Item
number
Description
Clause
Reference
Details
1
Project title
n/a
[Insert Project title]
2
Project reference
number
n/a
[Insert reference number]
3
Project Start
Date
1.1
[insert date that Project will start]
4
Project End Date 1.1
5
Maximum Funds
1.1
[insert maximum funds to be provided for the
Project]
6
Grant
Percentage
1.1
[insert the relevant grant percentage, that is the
percentage of Eligible Expenditure to be funded
by the Grant Funds – if this percentage is not
completed, the percentage will be 50%]
[insert date that Project will end]
Project Outcomes (clause 1.1)
[Set out objectives or outcomes, ie what the Grant Recipient is to achieve in undertaking the
Project. It is important to include sufficient detail to allow the Department to judge whether
what the Grant Recipient is doing/spending the Grant Funds on falls within the approved
scope.]
[Note - the Project may be part of a broader project, for the purpose of this Agreement, the
Project is the part being funded by the Commonwealth.]
2.2
Milestones (clauses 1.1and 4.4)
Milestone
Planned Milestone
Achievement date
[Insert description of milestone]
[insert milestone due
date]
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Clean Technology Innovation Program Funding Agreement
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2.3
Budget (Planned Eligible Expenditure by Financial Year) (clauses 1.1 and 4.5)
Total Eligible Expenditure $
Estimated
Expenditure
by Financial
Year
Estimated
Expenditure
by Financial
Year
Estimated
Expenditure
by Financial
Year
Estimated
Total $
Expenditure
by Financial
Year
Financial Year
[yyyy/yy]
[yyyy/yy]
[yyyy/yy]
[yyyy/yy]
Salary Expenditure
Contract Expenditure
Plant Expenditure
Prototype Expenditure
IP Expenditure
Other Expenditure
Total Expenditure $
2.4
Initial Progress Payment (clause 7.2(a))
[Insert]
2.5
Retention Amount (clauses 1.1 and 7.4)
[Insert]
[Note: the Retention Amount will be withheld from the Maximum Funds and, subject to clause
7.4, will be paid to the Grant Recipient as the final payment of Grant Funds.]
2.6
Annual Capped Amounts (clause 1.1)
Annual Capped Amount $
2.7
[Insert
financial
year:
yyyy/yy]
[Insert
financial
year:
yyyy/yy]
[Insert
financial
year:
yyyy/yy]
[Insert
financial
year:
yyyy/yy]
Total $
Reports (clause 1.1)
Report Type
Due Date
Report Period
Progress Report
End of Project Report
[Insert others]
[Note: the table will need to be amended to be consistent with the requirements in the Guide to Managing
Your Grant – in particular it must to contain the relevant timeframes.]
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Clean Technology Innovation Program Funding Agreement
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3
Special terms and conditions
3.1
Additional terms and conditions
The parties agree to insert the following terms and conditions into the Agreement as set out
below:
Clause
number
Clause inserted
[Delete this note if it is not applicable. Note: in the event a Grant Recipient requests any
agreement provisions be kept confidential this should be specified here (further guidance is
available on the Department of Finance and Deregulation website under ‘Confidentiality
throughout the Procurement Cycle’.). The period of confidentiality should be specified for each
item.]
3.2
Amended terms and conditions
The parties agree to amend the standard terms and conditions of the Agreement as set out
below:
Clause
number
Clause inserted
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Clean Technology Innovation Program Funding Agreement
Version: January 2013
Signing page
Executed as an agreement
Signed for and on behalf of the
Commonwealth of Australia as represented
by the Department of Industry, Innovation,
Science, Research and Tertiary Education
by its duly authorised delegate in the presence
of
Signature of witness
Signature of delegate
Name of witness (print)
Name of delegate (print)
Position of delegate (print)
[Select one of the following execution clauses.]
[Please use the following where the Grant
Recipient is a company.]
Executed by [insert name of company] ACN
[insert ACN] in accordance with section 127
of the Corporations Act 2001 in the presence
of
Signature of director / sole director and sole
company secretary (Please delete as
applicable)
Signature of director / company secretary
(Please delete as applicable)
Name of director / sole director and sole
company secretary (print) (Please delete as
applicable)
Name of director / company secretary (print)
(Please delete as applicable)
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Clean Technology Innovation Program Funding Agreement
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[Please use the following where the Grant Recipient is an incorporated trustee]
Signed by [insert Grant Recipient party
name] (insert Grant Recipient ABN) in its
own capacity and as trustee of the (insert
trust name) (insert trust ABN)] in the
presence of
Signature of witness
Signature of Grant Recipient
Name of witness (print)
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Clean Technology Innovation Program Funding Agreement
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