ASEFSSolar Farm Data Supply Deed
Dated
Australian Energy Market Operator Limited (AEMO)
and
[insert Solar Farm name (Solar Farm)
Australian Energy Market Operator Ltd
Level 22, 530 Collins Street
MELBOURNE VIC 3000
TEL: 03 9609 8000
FAX: 03 9609 8080
Contents
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Details
General terms
1Term
1.1Initial Term
1.2Extended Term
2Contacts and information
3Solar Farm Data
3.1Supply of Solar Farm Data
3.2Communications through ASEFS
3.3Use and disclosure
3.4Legal relationships
3.5Release
4Termination
4.1Termination for breach
4.2Notification
5General
6Interpretation
6.1Definitions
6.2References to certain general terms
6.3Headings
Signing page
Annexure: Solar Farm Data Confidentiality Deed Poll
Mallesons Stephen Jaques9809749_5 / ASEFS Solar Farm Data Supply Deed
12 September 2014 / 1
ASEFS Solar Farm Data Supply Deed
Details
Parties / AEMO and the Solar FarmAEMO / Name / Australian Energy Market Operator Limited
ABN / 94 072 010 327
Address / Level 22
530 Collins Street
MELBOURNE VIC 3000
AEMO Contact / Name / Tjaart Van Der Walt
Position held / Manager Operational Forecasting
Address / PO Box 2516
MANSFIELD QLD 4122
Email /
Telephone / 073347 3017
Fax / 073347 3200
Solar Farm / Name / [insert details]
ABN / [insert details]
Address / [insert details]
Solar Farm Contact / Name / [insert]
Position held / [insert]
Address / [insert]
Email / [insert]
Telephone / [insert]
Fax / [insert]
Recitals / AThe Solar Farm has agreed to provide certain data to AEMO for use in connection with AEMO’s role in managing Australian energy markets and networks and for provision to research bodies through the Australian Solar Energy Forecasting System (ASEFS) managed by AEMO.
BAEMO will arrange for research bodies to execute confidentiality deeds in favour of solar farms contributing data. It is intended that each solar farm who is a beneficiary of undertakings given by research bodies under a confidentiality deed will be able to enforce the terms of the deed directly against a research body.
CAEMO is not a party to such deeds and accordingly the Solar Farm releases AEMO from any claim relating to a research body’s use of solar farm data, including any breach by the research body or its representatives of the terms of a relevant confidentiality deed.
Governing law / Australian Capital Territory
Commencement Date / [insert]
Initial Term / 2 years
12 September 2014 / 1
ASEFS Solar Farm Data Supply Deed
General terms
1Term
1.1Initial Term
This Deed, entered into between AEMO and the Solar Farm, commences on the Commencement Date and continues for the Initial Term.
1.2Extended Term
This Deed then continues for further consecutive periods of 12 months each (Extended Term) unless terminated by one of the parties giving at least 30 days’ notice before expiry of the Initial Term or the then current Extended Term, as relevant.
2Contacts and information
(a)Each party will nominate a person to act as their primary points of contact with each other in relation to the day-to-day management and administration of this Deed (Contact).
(b)Each party’s Contact as at the Commencement Date is as specified in the Details. Each party will notify the other in writing of any changes to their respective Contacts.
3Solar Farm Data
3.1Supply of Solar Farm Data
The Solar Farm agrees to supply the Solar Farm Data to AEMO in a format suitable for use in and distribution via ASEFS.
3.2Electronic Communications
(a)The Solar Farm agrees that it will accept and respond to Electronic Communications in connection with the Solar Farm Data Confidentiality Deed Poll, including requests for access to data through ASEFS.
(b)The Solar Farm acknowledges that when access to its data is requested, the entity requesting access will submit a proposal describing how the entity intends to use and disclose the data, which the Solar Farm may approve, approve with amendments, or reject, as described in the Solar Farm Data Confidentiality Deed Poll.
(c)By approving the request, or approving the request with amendments, the Solar Farm agrees that the requesting entity may use and disclose its Solar Farm Data as described in the proposal as approved or approved with amendments and otherwise subject to the terms of the applicable Solar Farm Data Confidentiality Deed Poll.
(d)Clause 5(a) does not apply to Electronic Communications in connection with the Solar Farm Data Confidentiality Deed Poll as contemplated by clause 3.2.
3.3Use and disclosure
(a)The Solar Farm agrees that:
(i)AEMO may disclose the Solar Farm Data to Research Bodies who have executed a Solar Farm Data Confidentiality Deed Poll, and who have submitted an access proposal that has been approved by the Solar Farm as described in clause 3.2in accordance with that approval by the Solar Farm; and
(ii)AEMO may disclose to other solar farms and Research Bodies as required the fact that the Solar Farm is contributing Solar Farm Data for use via ASEFS, including theidentity of the Solar Farm.
(b)AEMO will otherwise treat all Solar Farm Data as being confidential in accordance with the requirements of the NER for the treatment of confidential information (as defined in the NER).
3.4Legal relationships
The Solar Farm acknowledges that:
(a)the purposes of the Solar Farm Data Confidentiality Deed Poll include establishing a direct legal relationship between the Solar Farm (if a Beneficiary) and any Research Body that is a party to such deed, so that the Solar Farm can enforce the Solar Farm Data Confidentiality Deed Poll directly against the Research Body; and
(b)AEMO is not a party to any Solar Farm Data Confidentiality Deed Poll.
3.5Release
Accordingly the Solar Farm:
(a)agrees that AEMO has no liability to the Solar Farm or to any of its Representatives for or in connection with any act or omission of a Research Body (or any of its Representatives) under or in connection with a Solar Farm Data Confidentiality Deed Poll; and
(b)unconditionally and irrevocably releases AEMO and its Representatives from and in respect of any claim by the Solar Farm or any of its Representatives regarding any loss, damage, cost or expense suffered or incurred by the Solar Farm or any of its Representatives arising out of or in connection with any act or omission of a Research Body (or any of its Representatives) under or in connection with a Solar Farm Data Confidentiality Deed Poll.
4Termination
4.1Termination for breach
Either party may terminate this Deed immediately by giving notice to the other party if the other party commits a breach of this Deed, and:
(a)the breach is material and not capable of being cured; or
(b)the breach is material and capable of being cured and the party in breach fails to cure the breach within 10 Business Days of being notified of the breach by the other party.
4.2Notification
A notice given under clause 4.1must specify the event in relation to which the notice is given.
4.3Termination for Convenience
Either party may terminate this Deed at any time by giving the other party not less than 90 days’ notice.
5General
(a)(Notices and other communications) All notices, certificates, consents, approvals, waivers and other communications in connection with this Deed must be:
(i)in writing;
(ii)signed by the sender (if an individual) or an authorised officer of the sender; and
(iii)marked for the attention of the relevant Contact identified in the Details, or if the recipient has notified otherwise, marked for attention in the way last notified.
(b)(Variation and waiver) A provision of this Deed or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.
(c)(Governing law and jurisdiction) This Deed is governed by the law in force in the Australian Capital Territory, and the parties submit to the non-exclusive jurisdiction of the courts of the Australian Capital Territory and courts of appeal from them.
6Interpretation
6.1Definitions
In this Deed, the following meanings apply unless the contrary intention appears:
ASEFS has the meaning given in the Recitals.
Beneficiary means a Beneficiary under a Solar Farm Data Confidentiality Deed Poll.
Business Day means a day other than a Saturday, Sunday or public holiday in Canberra, Sydney, Melbourne or Brisbane.
Commencement Date means the date specified as the Commencement Datein the Details.
Contact has the meaning given in clause 2(a).
Corporations Act means the Corporations Act 2001 (Cwlth).
Details means the section at the beginning of this Deed headed “Details”.
Electronic Communications include communications through ASEFS and communications by email.
Extended Term has the meaning given in clause 1.2.
Initial Term means the period specified as the Initial Term in the Details.
NER means the National Electricity Rules, the statutory rules by that name made in accordance with the National Electricity Law.
Related Body Corporate has the meaning given in the Corporations Act.
Research Body means a research body that is authorised to receive Solar Farm Data.
Representative of a party includes:
(a)a Related Body Corporate of the party; and
(b)an employee, agent, officer, director, auditor, adviser, partner, consultant, joint venturer or sub-contractor of that party.
Solar Farm means the entity entering into this Deed with AEMO as specified in the Details.
Solar Farm Data means the data to be provided by the Solar Farm as further described in the applicable Solar Farm Data Confidentiality Deed Poll.
Solar Farm Data Confidentiality Deed Poll means the deed poll appearing at the Annexure to this Deed (or a deed substantially in that form).
6.2References to certain general terms
Unless the contrary intention appears, a reference in this Deed to:
(a)(variations or replacement) a document (including this Deed) includes any variation or replacement of it;
(b)(singular includes plural) the singular includes the plural and vice versa;
(c)(person) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, or an unincorporated body or association;
(d)(executors, administrators, successors) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
(e)(calculation of time) a period of time that dates from a given day or the day of an act or event, is to be calculated exclusive of that day;
(f)(reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 24hours later;
(g)(meaning not limited) the words “include”, “including”, “for example” or “such as” when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind.
6.3Headings
Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this Deed.
EXECUTED as a deed:
EXECUTED by AUSTRALIAN ENERGY MARKET OPERATOR LIMITED in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:......
Signature of director
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EXECUTED by [SOLARFARM] in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:
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Date: …………………………………………
Annexure: Solar Farm Data Confidentiality Deed Poll
12 September 2014 / 1