1.1 Definitions

The meanings of the terms used in this Agreement are set out below.

Term	Meaning
Actual Reimbursable Costs	the total verified sum of all Reimbursable Costs reasonably and actually incurred by the Proponent on or before the termination or expiration of this Agreement, except for any amounts specifically excluded under this Agreement.
AD Establishment Framework	the establishment framework described in paragraph (b)(2) of Schedule 3.
AD Foundation Workshop	the workshop described in paragraph (b)(2)(A) of Schedule 3.
AD Payment Amount	means the amount of $[insert] (exclusive of GST) which is the Proponent's maximum entitlement to payment for submitting the Project Proposal and performing the Services in accordance with this Agreement.
AD Phase	the phase of the procurement process as described in the Request for Proposal and as set out in this Agreement, which commences on the Commencement Date and ends on the earlier of: 1 the date of execution of the Project Alliance Agreement by the Project Owner and the Proponent; or 2 the date of termination of this Agreement.
Agreement	this Alliance Development Agreement.
Alliance Charter	the alliance charter (including the Alliance Principles, alliance purpose and alliance objectives) set out in Schedule 2 of the Draft Project Alliance Agreement.
Alliance Corporate Overhead and Profit	has the meaning given to the term "Corporate Overhead and Profit" under the Draft Project Alliance Agreement.
Alliance Principles	the alliance principles set out in Schedule 2 of the Draft Project Alliance Agreement.
Alliance Reimbursable Costs	has the meaning given to the term "Reimbursable Costs" under the Draft Project Alliance Agreement.
Authorisation	any consent, registration, filing, agreement, notarisation, certificate, licence, approval, permit, authority or exemption from, by or with a Government Agency or a Third Party.
Bank Account	the Proponent's nominated bank account for payments by the Project Owner to the Proponent under this Agreement as described in clause 12.2.
Best For Project	an approach, determination, decision, method, solution, interpretation, outcome or resolution that is consistent with the Project Owner's VFM Statement and the Alliance Charter.
Business Day	a day on which banks are open for business in [insert relevant capital city, State], excluding a Saturday, Sunday or public holiday in [insert relevant capital city, State].
Change in Control	in respect of a Member, occurs if: 1 there is a change in the person that controls the Member (other than if the Ultimate Holding Company of the Member remains the same following the change); 2 a person that controls the Member ceases to control that Member (other than if the Ultimate Holding Company of the Member remains the same following the change); or 3 if the Member is not controlled, another person acquires control of the Member. For the purposes of this definition, the term 'control' (including the term 'controlled') has the same meaning as in section 50AA of the Corporations Act.
Commencement Date	the date of this Agreement.
Commercial Alignment Framework	the activities described in paragraph (b)(3) of Schedule 3.

Consequential Loss	Guidance Note - The Project Owner needs to consider the definition of 'Consequential Loss' on a case by case basis to confirm whether or not the losses included are 'consequential' (and hence not to be recoverable under the Agreement) for the purposes of the relevant AD Phase and whether or not there are other losses which the Project Owner wishes to include in the definition of 'Consequential Loss' under the Agreement.
	Loss of production, loss of revenue, loss of profit or anticipated profit or loss of business reputation, but does not include any payment entitlement of the Proponent to payment under this Agreement or any loss expressly stated under clause 10.6(b) of the Draft Project Alliance Agreement.
Core Team	the Project Owner's team and employees who will, among other things, perform the functions set out in clause 5.1(a).
Corporations Act	the Corporations Act 2001 (Cth).
Default	is defined in clause 16.2.
Diligence	the exercise of the degree of skill, care, expertise, diligence and foresight which would from time to time be expected of skilled and experienced professional persons engaged in undertakings of a similar type as the Services.
Draft Project Alliance Agreement	the draft Project Alliance Agreement included in the Request for Proposal.
Financial Establishment Audit	the financial audit to be undertaken as described in Schedule 3.
Final Certificate	has the meaning given to that term under the Draft Project Alliance Agreement.
Financial Year	any 12 month period commencing on 1 July and ending on the next 30 June.
Good Faith	in the context of this Agreement means: 1 acting in accordance with the Alliance Charter both in a literal sense and with their intent; 2 undertaking, adopting and implementing all things reasonably necessary to ensure a Best For Project outcome; and 3 being fair, honest and reasonable and acting with integrity at all times.
Government Agency	any government, parliament or governmental, semi-governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, government minister, agency or entity.
GST Exclusive Consideration	is defined in clause 12.8(b).
Information Barrier Protocols	the information barrier protocols developed by the Project Owner and provided to the Proponent under clause 8.

Industrial Relations Principles	Guidance Note - Please note that where the Project Owner is using this Agreement for a Project in a jurisdiction other than Victoria, this definition will need to be amended to reflect the applicable Industrial Relations Principles.
	the Code of Practice for the Building and Construction Industry - Victoria Industrial Relations Principles, a copy of which is available at http://www.buildingcommission.com.au.
Insolvency Event	where the Proponent or any Member: 1 informs the Project Owner or creditors generally that it is insolvent; 2 has a meeting of its creditors called with a view to entering a scheme of arrangement or composition with creditors; 3 enters a scheme of arrangement or composition with creditors; 4 has a controller (as that term is defined in the Corporations Act) of its property or part of its property appointed; 5 is the subject of an application to a court for its winding up, which application is not stayed within 10 Business Days; 6 has a winding up order made in respect of it; 7 has an administrator appointed under section 436A, 436B or 436C of the Corporations Act; 8 enters into voluntary liquidation; 9 fails to comply with a statutory demand issued under section 459E of the Corporations Act, unless the demand is set aside by a court within 10 Business Days; or 10 has execution levied against it by creditors, debenture holders or trustees or under a floating charge.
Intellectual Property	all intellectual property rights existing worldwide and the subject matter of such rights including any patent, design (whether registered or not), copyright, trade mark, protected circuit layout (or similar right) trade secret or other right whether existing under a Statutory Requirement, at common law or in equity.
Issue	any issue, disagreement, difference of opinion or failure to agree arising out of or in connection with this Agreement other than in relation to a Default.
Key Result Areas or KRAs	are set out in Schedule 7 of the Draft Project Alliance Agreement.
Liable Party	is defined in clause 14.2(a).
Limit of Liability	is defined in clause 14.2.
MCOS Performance	the minimum conditions of satisfaction or benchmark level of performance for each KRA, which will be set out in the Project Proposal submitted to the Project Owner under this Agreement.
Member	any person comprising the Proponent.
Notice	is defined in clause 17.1.
Other Proponent	any other Proponent selected by the Project Owner under the Request for Proposal to participate in the AD Stage.
Parties	is a reference to the Project Owner and the Proponent collectively and Party means either one of them, as the context requires.
Project	is defined in paragraph 1 of the Background of this Agreement.
Project Alliance Agreement	the alliance agreement for the Project to be entered into between the Project Owner and the Proponent (if the Project Proposal is accepted by the Project Owner in accordance with this Agreement) substantially in the form of the Draft Project Alliance Agreement.
Project Owner	is defined in Schedule 1.
Project Owner's Representative	is defined in Schedule 1.
Project Owner's VFM Statement	the Project Owner's value for money proposition for the Project set out in Schedule 4 of the Draft Project Alliance Agreement.
Project Proposal	the proposal for the Project which is developed by the Proponent and submitted to the Project Owner in accordance with clause 7, or, depending on the context, by the Other Proponent under its Alliance Development Agreement.
Proponent Team Protocols	the protocols to be complied with by the Proponent in performing the Services as set out in Schedule 6.
Proponent's Representative	is defined in Schedule 1.
Proposal	the proposal submitted by the Proponent in response to the Request for Proposal.
Reimbursable Costs	is defined in Schedule 5.
Related Body Corporate	has the meaning given to that term in the Corporations Act.
Relevant Period	the period commencing on the Commencement Date and ending on: 1 a date agreed by the Project Owner and the Proponent; or 2 failing agreement, the date necessary to ensure that the Parties comply with any Statutory Requirement relating to record keeping.
Representatives	means the Project Owner's Representative and the Proponent's Representative.
Request for Proposal	is defined in Schedule 1.
Risk & Contingency Provisions	the provision for all possible Alliance Reimbursable Costs associated with risks and contingencies that may arise in performing the Works, which will be included in the TOC.
Services	those services identified in Schedule 3 to be performed by the Proponent during the AD Phase in accordance with this Agreement.
Statutory Requirements	1 Acts of Parliament; 2 Authorisations; 3 directions given under a statute that affect the performance of the Services; and 4 all other laws, regulations, conventions, orders, directions, guidelines and policies given by or on behalf of any Government Agency which may apply to the Services including the Code and Guidelines, the Victorian Code and the Industrial Relations Principles.
Submission Date	is defined in Schedule 1.
Successful Proponent	the Proponent selected by the Project Owner to enter into the Project Alliance Agreement with the Project Owner.
Supplier	is defined in clause 12.8(d).
Tax Invoice	includes any document or record treated by the Commissioner of Taxation as a tax invoice or as a document entitling a recipient to an input tax credit.
Third Party	a person who is not a Party or a director, officer or employee of a Party or a Related Body Corporate of a Party.
Target Outturn Cost or TOC	the specific sum to be developed by the Proponent under this Agreement as being the estimate of all Alliance Reimbursable Costs, Alliance Corporate Overhead and Profit and Risk & Contingency Provisions required to achieve MCOS Performance, perform the Works and to bring the Works to a stage where the Final Certificate can be issued under the Project Alliance Agreement, that will be specified in the Project Proposal submitted to the Project Owner under this Agreement.
Termination Notice	is defined in clause 16.3.
Ultimate Holding Company	has the meaning given in section 9 of the Corporations Act 2001 (Cth).
Works	the whole of the works and services to be performed in accordance with the Project Alliance Agreement.