Department of Natural Resources and MinesIn-house Legal

Department of Energy and Water Supply

Department of Agriculture, Fisheries and Forestry

Department of Environment and Heritage Protection

Department of National Parks, Recreation, Sport and Racing

Department of Tourism, Major Events, Small Business and the Commonwealth Games

DEED OF GIFT

[Organisation]

between

the State of Queensland

as represented by the Department of Environment and Heritage Protection

and

(other Party name)

In-house Legal

GPO Box 2454

Brisbane Qld 4001

Australia

THIS DEED is made

BETWEEN:The State of Queensland represented by the Department named at Item 1A of the Schedule(“the State”)

AND:The Party named at Item 1B of the Schedule (“The Recipient”)

BACKGROUND

  1. The Recipient is given the Goods for the Purpose.
  1. The Recipient acknowledges the State gives the Recipient the Goods on the conditions set out in this Deed.

IT IS AGREED

  1. DEFINITIONS AND INTERPRETATION

1.1The following definitions apply in the interpretation of this Deed unless the contrary intention appears:

(a)AuthorisedPersonnel means those persons specified in Item 3 of the Schedule;

(b)Claim includes any action, claim, suit, proceeding, demand, liability, obligation for any damage, liability, loss, injury, death, economic loss and legal costs or expenses arising on a solicitor/own client basis;

(c)Goods means the goods specified in Schedule 2 to this Deed which are obsolete stores written off by the State;

(d)Parties means the State and the Recipient and Party means either of them as the context requires;

(e)Purpose means any purpose the Recipient deems appropriate;

(f)Representative means any person acting for or on behalf of the Recipient, including any director, officer, employee, contractor, subcontractor, agent or professional adviser of the Recipient;

(g)Special Conditionsmeans any terms and conditions specified in Item 5 of the Schedule 1;

1.2In this Deed, unless the context otherwise requires:

(a)words importing a gender include other genders;

(b)words in the singular include the plural and vice versa;

(c)a reference to any legislation includes any subordinate legislationmade under it and any legislation amending, consolidating or replacing it;

(d)a reference to an entity or a person includes an individual, corporation, partnershipor other legal entity;

(e)a Party includes its executors, administrators, liquidators, successors and permitted assigns;

(f)a reference to a clause, schedule, attachment or annexure is a reference to a clause, schedule, attachment or annexure of this Deed ;

(g)clause headings are for convenience of reference only and are not intended to affect the meaning or interpretation of this Deed;

(h)if anexpression is defined, other grammatical forms of that expression will have corresponding meanings;

(i)if an entity ceases to exist, is replaced, reconstituted or renamed, or its powers or functions are transferred to another entity, the reference is to the other entity;and

1.3If a Party to this Deed consists of more than one person, those persons are jointly and severally bound under this Deed.

1.4The Special Conditions are incorporated into this Deed and prevail over any other inconsistent term.

  1. STATE’S UNDERTAKING

2.1The State gives to the Recipient the Goods specified in Schedule 2 to use for the Purpose.

2.2Title and risk in the Goods passes to the Recipient upon execution of this Deed.

  1. RECIPIENT’S UNDERTAKINGS

3.1The Recipient must:

(a)use the Goods for the Purpose;

(b)use the Goods only in accordance with this Deed;

(c)ensure that all persons to whom the Goods are given in accordance with this Deed including the Authorised Personnel, Representatives and other persons are fully aware of the conditions under which title to and risk inthe Goods has passed to the Recipient; and

(d)assume all responsibility and liability for the actions of its Authorised Personnel, Representatives and other persons to whom the Goods are given.

  1. DISCLAIMER

4.1The Parties acknowledge that in giving the Goods to the Recipient, the State is not carrying on a business nor making a supply in relation to goods as defined in the Competition and Consumer Act 2010.

4.2The Recipient acknowledges and agrees that if its Purpose includes the sale of the Goods in any shop or outlet established for the purposes of raising funds for the Recipient’s benefit, the Recipient must comply with the requirements of the Competition and Consumer Act 2010 and any other Commonwealth or State legislation.

4.3The Recipient, its Authorised Personnel and Representatives accept all responsibility, liability and risk associated with any sale of the Goods in any shop or outlet established for the purposes of raising funds for the Recipient’s benefit.

4.4As far as the law permits, the State excludes the following warranties and implied conditions:

(a)that the Goods are suitable for their purpose;

(b)that the Goods are of merchantable quality;

(c)that the Goods comply with their description; and

(d)that the Goods will perform to a high standard of workmanship.

4.5The Recipient will satisfy itself as to the condition of the Goods and acknowledges that the Goods are untested by the State.

  1. INDEMNITY

5.1In this clause:

(a)State includes its officers, employees and agents; and

(b)Recipient includes its volunteers, employees, agents or sub-contractors.

5.2The Recipient releases, discharges and indemnifies the State from and against any Claim by any person which may be brought against or made upon or incurred by the State arising in connection with:

(a)any wilful unlawful or negligent act or omission of the Recipient;

(b)contravention of any legislative requirement by the Recipient;

(c)the performance or attempted or purported performance of clause 4.2;

(d)death, injury, loss of or damage to any person;

(e)use of the Goods by any person; or

(f)a breach of this Deed by the Recipient;

except to the extent that any negligent or unlawful act or omission by the State caused or contributed to the Claim.

  1. GENERAL

6.1Survival - This Deed will terminate on the completion or achievement of the Purpose but clause 4 (Disclaimer), clause 5 (Indemnity) and clause 6.9 (Further assistance) shall survive termination or expiration of this Deed.

6.2Commencement - This Deed will commence on the date of execution by both parties and if not signed on the same date, the later date.

6.3Waiver - No provision of this Deed will be deemed waived unless that waiver is in writing signed by the waiving Party. A waiver by a Party of a breach of any provision of this Deed will not operate as a waiver of any subsequent breach of this Deed. Any failure by a Party at any time to enforce a clause of this Deed, or any forbearance, delay or indulgence granted by a Party to the other Party will not constitute a waiver of that Party’s rights.

6.4Governing law - This Deed is governed by the laws of Queensland and the Parties submit to the jurisdiction of the courts ofQueensland.

6.5Entire agreement - This Deed constitutes the entire agreement between the Parties and supersedes all communications, negotiations, arrangements and agreements between the Parties.

6.6Variation - No agreement or understanding that varies or amends this Deed binds either Party unless it is in writing and signed by both Parties.

6.7Severability - Any provision in this Deed, which is invalid or unenforceable, is to be read down if possible, so as to be valid and enforceable, and if that is not possible the provision must, to the extent that it is capable, be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions.

6.8No assignmentor novation - The Recipientmust not assign or novate its interest in this Deed without theState’s Consent.

6.9Further assistance - The Recipientmust do all things reasonably required by the State to give effect to this Deed.

6.10Costs - Each Party will bear their own legal costs in relation to the preparation and execution of this Deed.

6.11Notices – Notices under this Deed must be in writing and may be delivered by prepaid postage or certified mail, by hand, by e-mail, or by facsimile transmission to the Parties at the address specified in Item 4 of the Schedule or other address subsequently notified by a Party to the other.

(a)Notices will be deemed to be given –

(i)two (2) days after deposit in the mail with postage prepaid; or

(ii)(immediately upon delivery by hand; or

(iii)if sent by e-mail or facsimile transmission, upon completion of transmission.

(b)The Parties agree that where notice is given by either e-mail or facsimile the original document must be sent by post on the same day as the transmission is sent.

Deed of Gift (Organisation)1

SCHEDULE 1

Item 1:
1A Department
1B Recipient / Department of Environment and Heritage Protection
insert name of Recipient
Item 2:
Purpose / insert any specific Purpose
Item 3:
Authorised Personnel / insert Authorised Personnel
Item 4:
Notices / State’s address for notices:
All notices for the State are to be addressed as follows -
insert contact officer's name
insert position of contact officer
Department of Environment and Heritage Protection
insert address
Telephone:insert phone number
Facsimile:insert fax number
E-mail: insert email address
Recipient’s address for notices:
insert Recipient's name
insert address
Telephone:insert phone number
Facsimile:insert fax number
E-mail: insert email address
Item 5:
Special Conditions / insert any special conditions
NOTE: ANY SPECIAL CONDITIONS MUST BE REVIEWED BY IN-HOUSE LEGAL

SCHEDULE 2

Insert details of Goods

EXECUTED AS A DEED

STATE

SIGNED SEALED and DELIVERED
for and on behalf of STATE OF QUEENSLAND represented by the Department of Environment and
Heritage Protection
thisday of 20
by
(full name)
by
(position)
who is a duly authorised officer
in the presence of:
......
(signature of witness)
......
(full name of witness) / )))))))))))))))))))))))) / ......
(signature)

RECIPIENT

SIGNED SEALED & DELIVEREDfor and on behalf of
(name of company and ACN)
in accordance with section 127 of the Corporations Act 2001 (Cth)
thisday of 20
by......
(full name of director)
by......
(full name of director or secretary) / )))))))))))))))) / ......
(signature)
......
(signature )

Notes for companies signing Deeds:

  • Seal is not required – but may be used.
  • Sole director companies simply insert name and sign as sole director (striking out director).
  • Other companies sign by two directors or by a director and secretary, striking out the inapplicable title.
  • Where an attorney or other agent executes this Deed on behalf of a company, the form of execution must indicate the source of this authority and a certified copy of the authority must be provided to the State.
  • A witness is not required in any case, except for an attorney or other agent where the source of authority requires a witness.

**For additional execution clauses contact In-house Legal.

If the Recipient is incorporated under the Associations Incorporations Act 1981 delete this instruction and the above execution clause.

SIGNED SEALED & DELIVEREDfor and on behalf of
Insert name of incorporated association(ABN: XX XXX XXX XXX), the Common Seal ofwhichwas hereto affixed in accordance with its Rules
this day of 2012
in the presence of:

Witness: name (print) /
Affix Seal Here

Signature

Witness Signature

Deed of Gift (Organisation)1