In this deed:
(a) in the case of the State, means any Government Agency and any officer, employee, agent, contractor, consultant, nominee, licensee or adviser of any Government Agency (other than the Proponent or any of its Associates) or the State;
(b) in the case of the Proponent, means any Related Body Corporate, and any officer, employee, agent, contractor, consultant, nominee, financier, insurer, licensee or adviser of the Proponent or a Related Body Corporate that is involved in the Augmentation Process, the Augmentation or the Project; and
(c) in respect of any other entity, means any Related Body Corporate, and any officer, employee, agent, contractor, consultant, nominee, financier, insurer, licensee or adviser of that entity or a Related Body Corporate that is involved in the Augmentation Process, the Augmentation or the Project.
Associate Obligations has the meaning given in clause 5(a).
Augmentation has the meaning given in the Particulars.
Augmentation Process has the meaning given in the Augmentation Process Schedule.
Augmentation Process Deed has the meaning given in the Augmentation Process Schedule.
Augmentation Process Schedule has the meaning given in the Project Deed.
Augmentation Proposal has the meaning given in the Augmentation Process Schedule.
Background IP means Intellectual Property Rights in:
(a) subject matter in existence at the date of this deed (other than where such subject matter has been developed for the Project); or
(b) subject matter developed independently of the development of the Augmentation Proposal, the Augmentation and the Project.
Business Day has the meaning given in the Project Deed.
Claim means any claim, action, demand, suit or proceeding (including by way of contribution or indemnity) made under this deed, at Law or for specific performance, restitution, payment of amounts (including damages), an extension of time or any other form of relief.
Communications and Stakeholder Engagement Plan has the meaning given in clause 3(a).
Disclosure Requirements means the requirement to disclose information under or in accordance with any one or more of the following:
(a) the Freedom of Information Act 1982 (Vic);
(b) the Ombudsman Act 1973 (Vic):
(c) the requirements of Parliamentary accountability;
(d) the disclosure requirements of the Victorian Auditor General;
(e) in the case of any Minister of the Crown, to fulfil his or her duties of office;
(f) the requirement to satisfy public accountability or transparency obligations of a Government Agency or the requirements of Government policy (including concerning Partnerships Victoria projects);
(g) the requirement to satisfy any conditions of a funding agreement with the Commonwealth Government or any other disclosure requirements of the Commonwealth Government or Infrastructure Australia;
(h) in accordance with policies of the State or any Government Agency; or
(i) to satisfy any other recognised public requirement.
Engagement Schedule has the meaning given in clause 3(a)(ii).
Excluded IP means Intellectual Property Rights subsisting in:
(a) subject matter produced by third parties engaged by a Proponent or any of its Associates to primarily provide printing, general administration, project management, communications support, advertising, marketing or financial model auditing services or legal or communications advice, and not forming part of the Augmentation Proposal or incorporated into the Augmentation Proposal; and
(b) any off the shelf computer software used by or on behalf of a Proponent or any of its Associates to develop the Augmentation Proposal.
Government Agency means a government (including State, Commonwealth or municipal) or any governmental, semi-governmental, judicial, municipal, statutory, public or administrative entity, agency or authority and includes a Minister of the Crown (in any right), a statutory corporation, a self-regulatory authority established under statute or a stock exchange (wherever created or located).
Government Stakeholder has the meaning given in clause 2.2(a).
GST has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Indemnified Person has the meaning given in clause 12.5(c).
Intellectual Property Rights includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including rights of any kind in:
(a) inventions, discoveries and novel designs, whether or not registered or registrable as patents, innovation patents or designs, including developments or improvements of equipment, technology, processes, methods or techniques;
(b) literary works, dramatic works, musical works, artistic works, cinematograph films, television broadcasts, sound broadcasts, published editions of works and any other subject matter in which copyright (including future copyright and rights in the nature of or analogous to copyright) may, or may upon creation of the subject matter, subsist anywhere in the world;
(c) registered and unregistered trademarks and service marks, including goodwill in the business concerned in the relevant goods and/or services;
(d) trade, business or company names;
(e) internet domain names; and
(f) proprietary rights under the Circuit Layouts Act 1989 (Cth),
whether created or in existence before or after the date of this deed.
Law has the meaning given in the Project Deed.
Liability means any debt, obligation, claim, action, cost, (including legal costs, deductibles or increased premiums) expense, loss (whether direct or indirect), damage, compensation, charge or liability of any kind (including fines or penalties), whether it is:
(a) actual, prospective or contingent; or
(b) currently ascertainable or not,
and whether under or in any way in connection with this deed or arising at Law.
Notice has the meaning given in clause 14.1.
Particulars means Schedule 1.
Party means:
(a) the State; and
(b) the Proponent,
and Parties will mean all of such entities.
Permitted Purpose has the meaning given in clause 8.1(a)(i).
Project Deed has the meaning given in the Particulars.
Proponent means the proponent identified in the Particulars.
Proponent Information means the following, whether or not in tangible or electronic form (however disclosed):
(a) all information directly or indirectly disclosed by or on behalf of the Proponent or its Associates to the State or any of its Associates, whether before or after execution of this deed which is connected directly or indirectly with the Augmentation, the Augmentation Proposal or the involvement of a person with the Augmentation Proposal or the Augmentation;
(b) all notes, data and other records based on, referring to or incorporating any information referred to in paragraph (a); and
(c) all copies of the information and those notes, data and other records referred to in paragraphs (a) or (b),
but excludes:
(d) information which was in the public domain before the date of this deed;
(e) information which comes into the public domain after the date of this deed, except through disclosure by the State or any of its Associates in contravention of this deed or any other obligations of confidence.
Proponent's Representative means each of the persons identified in the Particulars or such other person which the Proponent notifies the State from time to time is the Proponent's representative in relation to the Augmentation.
Recipient means the Proponent, each Associate of a Proponent and any person to whom the Proponent or an Associate of the Proponent discloses, or otherwise provides access to, State Confidential Information.
Recipient Obligations has the meaning given in clause 8.3(a).
Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth).
State Confidential Information means the following, whether or not in tangible or electronic form (however disclosed):
(a) all information directly or indirectly disclosed by or on behalf of the State or its Associates to the Proponent or its Associates, whether before or after execution of this deed which is connected directly or indirectly with any Statement of Proposed Augmentation, the Augmentation Proposal or the Augmentation or the involvement of a person with the Augmentation Proposal or the Augmentation;
(b) all other information in relation to or connected with the State or its Associates in relation to any Statement of Proposed Augmentation, the Augmentation Proposal or the Augmentation in the possession or control of the Proponent or its Associates;
(c) the fact that the Proponent has had, will have, or are having discussions with the State or its Associates in connection with the Augmentation Proposal or the Augmentation;
(d) the fact, details or terms of any discussions, negotiations or agreements (including in relation to timing or process) between the State or any of its Associates and the Proponent or any of its Associates in relation to any Statement of Proposed Augmentation, the Augmentation Proposal or the Augmentation;
(e) all material disclosed in presentations by or on behalf of the State or any of its Associates in connection with any Statement of Proposed Augmentation, the Augmentation Proposal or the Augmentation;
(f) all notes, data and other records based on, referring to or incorporating any information referred to in paragraphs (a) to (e); and
(g) all copies of the information and those notes, data and other records referred to in any of paragraphs (a) to (e),
but excludes:
(h) information which was in the public domain before the date of this deed; or
(i) information which comes into the public domain after the date of this deed, except through disclosure by the Proponent or any of its Associates in contravention of this deed or any other obligations of confidence.
State's Representative means each of the persons identified in the Particulars or such other person whom the State notifies the Proponent from time to time is the State's representative in relation to the Augmentation Proposal and the Augmentation.
State Probity Advisor means the probity advisor of the State designated as such and as advised to the Proponent from time to time.
Statement of Proposed Augmentation has the meaning given in the Augmentation Process Schedule.