ACCESS TO

ROSETTA PRODUCTS AND SERVICES

OPEN STANDING OFFER AGREEMENT (OSOA)

Victorian Government Entities seeking to access the Rosetta OSOAmust complete the following details and provide the information requested so that eligibility can be determined and documents issued.

1.Please review the documents in this Package and seek legal advice.

2.Gather together all information required by the ‘Application to Access Rosetta Confidential Information and OSOA’ and ‘Information about your Organisation’

3.Determine who is the Authorised Representative for your organisation that is authorised to bind your organisation in the manner specified in the Deed of Confidentiality and Memorandum of Understanding.

4.Please complete and return the following:

- Schedule 1 (Application to Access Rosetta Confidential Information and OSOA)

- Schedule 2 (Information about your Organisation)

5.Please return all completed information to:

Rosetta Contract Manager
Government Services Division
Department of Treasury & Finance
Fax: (+613) 8683 2999

6.Once eligibility to access the Rosetta contract has been confirmed, GSD will issue the Deed of Confidentiality and Memorandum of Understanding for signature.

CHECKLIST OF ATTACHMENTS

To be completed by requesting Victorian Government Entity

1. / Schedule 1
Application to Access Rosetta Confidential Information and OSOA
Required for access Rosetta “Confidential Information” and OSOA purchasing provisions.
2. / Schedule 2
Information about your organisation and its activities.
Required to identify the requesting organisation and determine access eligibility.
3. / Schedule 3
Deed of Confidentiality (sample only– do not complete)
Required for access Rosetta “Confidential Information”.
Must be signed by an Authorised Representative, meaning a person authorised to bind your organisation in the manner specified in the Deed.
Requesting Victorian Government Entity only to execute this document when issued (GSD do not execute).
4. / Schedule 4
Memorandum of Understanding (sample only– do not complete)
Required for access to Rosetta OSOA purchasing provisions.
Must be signed by an Authorised Representative, meaning a person authorised to bind your organisation in the manner specified in the Memorandum of Understanding.
Requesting Victorian Government Entity and GSD to execute this document when issued.

SCHEDULE 1

Please write clearly and return this application to:

Rosetta Contract Manager

Fax :8683 2999

APPLICATION TO ACCESS

ROSETTA CONFIDENTIAL INFORMATION and

OPEN STANDING OFFER AGREEMENT (OSOA)

Victorian Government Entity:......

ABN:......

Address:......

......

Name of Authorised:......

Representative

Position of Authorised:……………………………………………………………

Representative

Name of Contact Person:......

Position:……………………………………………………………

Phone Number:……………………

Fax Number:……………………

Email:......

Signed:…………………………………………………………….

Date:…………………….

Eligibility Approved/Not Approved

Signed: …………………

RosettaContract Manager

GSG Use Only

Eligibility confirmed

MOU and Deed drafted / sent

MOU executed

Deed executed

Novell advised

ID / Password sent

SCHEDULE 2

Please write clearly and return this information to:

Rosetta Contract Manager

Fax :8683 2999

INFORMATION ABOUT YOUR ORGANISATION

1.Provide details of the legal status of your organisation, including how your organisation was established, eg. Act of Parliament establishing your organisation, Certificate of Incorporation, Partnership, etc.

2.Provide a brief outline of the functions / activities of your organisation.

3.Which Victorian Government Department does your organisation align with?

4.State details of any relevant Victorian Government funding.

SCHEDULE 3

Deed of Confidentiality(SAMPLE ONLY)

THIS DEED is made the ……….. day of …………………….. 2018

BY ……………………….……….. …………………. of

[Insert Victorian Government Entity Name]

………………………………………………………..

[Insert Address]

(ABN………………………….) (the “Recipient”)

IN FAVOUR OF

THE STATE OF VICTORIA (the “State”)

Introduction

  1. TheGovernment Services Division (“GSD”) of the Department of Treasury and Finance (“the Department”)manages the Rosetta Contract Agreement (“the Agreement”) for the State and manages the supplier under that Agreement (“the Supplier”).
  2. Under the Agreement, the Supplierhas agreed to supply certain Products and Services to Victorian Government Entities under an Open Standing Offer Agreement.
  3. The Recipient is interested in evaluating and possibly obtaining the Products and Services (the “Agreed Purpose”) and requires access to Confidential Information in order to do so.
  4. The State will allow the Recipient access to theConfidential Information provided that confidentiality can be maintained and the Recipient has entered into this Deed in order to acknowledge the conditions under which access will be granted.

It is Agreed

1In this Deed unless the context otherwise requires or the contrary intention appears:

(a)The singular includes the plural and vice versa and words importing a gender include other genders.

(b)Terms importing natural persons include partnerships and bodies corporate.

(c)Other grammatical forms of defined words or phrases have corresponding meanings.

(d)Where a party comprises two or more persons provisions of this Deed that bind that party shall bind those persons jointly and severally.

(e)“Products and Services” means each item of product or servicewhich may be purchased by a Victorian Government Entity under the Agreement.

(f)“Confidential Information” means information that is by its nature confidential, is designated as confidential or the Recipientknows or ought to know is confidential which the Recipientaccesses or which is disclosed to the Recipientduring the course of the evaluation of, or the provision of, the Products and Services, and includes without limitation, information relating to the terms of the Agreement and the Supplier ‘s pricing information and service levels but does not include information which is:

(i)publicly known or becomes publicly known other than by breach of any other obligation of confidentiality;

(ii)disclosed to the Recipientwithout restriction by a third party and without any breach of confidentiality by the third party; or

(iii) developed independently by the Recipientwithout reliance on any of the Confidential Information.

(g)“Party” means a party to this Deed.

(h)“Services” means the services to be provided to Victorian Government Entities by the Supplier under the Agreement.

(i)A reference to a party to this Deed or any other document or agreement includes its successors and permitted assigns.

2In consideration of the State disclosing Confidential Information to the Recipient, the Recipientcovenants and agrees, and must procure that its officers, agents, employees and contractors agree to:

(a)treat as secret and confidential all Confidential Information to which it has access or which is disclosed to it for any purpose.

(b)only use the Confidential Information for the purposes of carrying out the Agreed Purpose and shall not allow any other person access to the Confidential Information;

(c)not copy or reproduce the Confidential Information (in whole or in part) without the approval of the Department (except as may be reasonably necessary for the purposes of this Deed) and will take all necessary precautions to prevent unauthorised access to or copying of the Confidential Information by any other person;

(d)be bound by the Information Privacy Principles and any applicable Code of Practice, pursuant to the Information Privacy Act 2000 (Vic), with respect to any act done or practice engaged in by itself for the purposes of this Deed, in the same way and to the same extent as the Statewould have been bound by the Information Privacy Principles and any applicable Code of Practice in respect of that act or practice had it been directly done or engaged in by the State; and

(e)immediately notify the Department where the Recipientis aware of a breach of this Deed.

3The Recipientcovenants and agrees that the provisions of clause 2 shall continue to have effect indefinitely.

4The Recipientcovenants and agrees that all Confidential Information shall remain the property of the State.

5The Recipientmust, and must procure that its officers, agents, employees and contractors return to the Department, on demand or at the time the Confidential Information is no longer required by the Recipient for the Agreed Purpose, any documents or other materials containing Confidential Information which is in the possession, power or control of the Recipient.

6The Recipient acknowledges that the State shall be entitled (in addition to any entitlements to damages) to an injunction or other equitable relief with respect to any actual or threatened breach by the Recipient of this Deed and without the need on the part of the State to prove any special damage.

7This Deed is governed by the Law of Victoria.

8Any purported variation of a provision of this Deed shall be ineffective unless in writing and executed by the Parties.

Executed as a Deed on the date set out at the commencement of this Deed.

SIGNED SEALED AND DELIVERED
By [Insert Victorian Government Entity name] - (the “Recipient”)
......
Signature of Authorised Representative of Recipient
......
Print Name of Authorised Representative of Recipient
in the presence of:
......
Signature of Witness
......
Print Name of Witness

SCHEDULE 4

Memorandum of Understanding(SAMPLE ONLY)

1.INTRODUCTION

1.1The Department has entered into the Open Standing Offer Agreement (‘OSOA’) listed in the Memorandum of Understanding (‘MOU’) Details. Under the OSOA, a State Government Entity (‘Victorian Government Entity’) may use the services of the Contractor.

2.USE OF OSOA

2.1The Department and the Victorian Government Entity agree to the provisions of this MOU.

2.2The Victorian Government Entity may use certain products and services of the Contractor under the OSOA listed in the MOU details.

2.3The Department is not charging the Victorian Government Entity a fee in relation to access or management of the OSOA.

3.VICTORIAN GOVERNMENT ENTITY OBLIGATIONS

The Victorian Government Entity will:

(a)comply with the OSOA policy;

(b)comply with the terms of the OSOA as if it were, as far as relevant, the ‘Department’ defined in the OSOA;

(c)accept full responsibility for any liability incurred by the Department arising from any act or omission of the Victorian Government Entity in connection with its use of the OSOA;

(d)advise the Department if the Contractor offers products and services under the OSOA at prices lower than those specified in the OSOA;

(e)participate in any performance assessment process of the Contractor with the Department;

(f)report to the Department on an annual basis (or as requested) details of its usage of the OSOA; and

(g)comply with the special conditions (if any) set out in the MOU Details.

4.DEPARTMENT’S OBLIGATIONS

The Department will:

(a)comply with the OSOA policy;

(b)continue overall management of the OSOA;

(c)advise the Contractor that the Victorian Government Entity is entitled to use the Contractor’s products and services under the contract and provide contract details for the Victorian Government Entity;

(d)ensure that current information relevant to the OSOA is maintained on the Victorian Government Purchasing Board’s website; and;

(e)ensure that the Victorian Government Entity is aware of any variations negotiated to the OSOA and any issues relevant to the performance by the Contractor of its obligations under the OSOA.

5.DURATION OF THIS MOU

5.1This MOU will operate from when it has been signed by both parties. It will remain in operation for the duration of the OSOA, unless otherwise stated in the MOU Details.

6.NOTICES

6.1Any dispute, complaint or query relevant to this MOU and OSOA will be directed to the relevant Contact Officer specified in the MOU Details.

Open Standing Offer Agreement (Rosetta)

Memorandum of Understanding (SAMPLE ONLY)

MOU DETAILS

OSOA TITLE:WHOLE OF VICTORIAN GOVERNMENT DIRECTORY SOLUTION & IMPLEMENTATION (‘ROSETTA PROJECT’)

OSOA Contract Number:CMS84492

Name of Contractor:Novell Pty Ltd

‘Department’ means:Department of Treasury & Finance

Department’s Contact Officer:

Contact Officer’s Name:Sue Kafkarisos

Position:Senior Manager

Technology Group

Government Services Division

Address:Level 9, 120 Collins Street

Melbourne, VIC 3000

Telephone:(03) 8683 2753

Facsimile:(03) 8683 2999

email:

‘Victorian Government Entity’ Department / Agency / Entity name

means:

Department of State which Department name

Victorian Government Entity is

aligned with:

Victorian Government Entity’s

Contact Officer:

Contact Officer’s Name:

Position:

Address:

Telephone:

Facsimile:

email:

Special Conditions of MOU:Nil

Signed by a representative of the Department: / Signed by a representative of the Victorian Government Entity:
(Signature) / (Signature)
NAME: Alice Sidhu / NAME:
POSITION: Director, Strategic Sourcing
Government Services Division
DATE:// 2011 / POSITION:
DATE:// 2011