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Commonwealth Low-risk Grant Agreement Template User Guide

1. 81 General Grant Condition 12 1 contains the default position under the Agreement that each Party retains the Intellectual Property Rights IPR in Existing Material and the Grantee owns all IPR in Material created by undertaking the Activity The Commonwealth is granted a licence with regard to Reporting Material for Commonwealth Purposes Reporting Material is defined in the General Grant Conditions Reporting Material essentially relates to the reports the Grantee is required to provide to the Commonwealth under item E Reporting of the Grant Details 82 The licence in General Grant Condition 12 2 allows the Commonwealth to adapt and use the reports and the intellectual property contained in them for free for non commercial purposes For example reporting to Ministers or publishing on the entity website This approach is consistent with paragraph 11 2 of the Commonwealth Grants Rules and Guidelines 83 Where the purpose of the Grant is to produce some sort of product such as a pamphlet or training tools which the Commonwealth may want to use and or adapt this clause will most likely be insufficient for the Commonwealth to reuse the products Supplementary Term GS Activity Material provides a broader licence to the Commonwealth in relation to Activity Material developed under the Agreement Activity Material is defined in the General Grant Conditions Essentially it includes any Material created or developed by the Gra
2. 13 14 Grant Agreement Introductor y Grant Details General Grant Information E Supplementary Terms The introductory information component includes the details of who is entering into the Agreement the Parties involved and explains the nature and structure of the Agreement The Grant Details component describes the purpose of the Grant the details of the Activity to be undertaken and the payments to be made as well as any Supplementary Terms that apply to the Activity such as specific legislative requirements or industry standards You enter the specific details of the particular Grant into the Grant Details The Grant Details component includes the signatures page where the Commonwealth and the Grantee execute the Agreement The Supplementary Terms component is optional and contains additional terms and conditions For many Agreements there may not be a need to include Supplementary Terms but for some Agreements it may be appropriate to include one or more of the Supplementary Terms You can only include the Supplementary Terms that are contained in the template You should carefully consider whether to include a Supplementary Term and only include additional terms that are essential to the management of the Grant The General Grant Conditions is a schedule Schedule 1 attached at the end of the template It defines the standard rights and obligations that apply to the Agreement These conditions cannot be chan
3. Australian Government aus Department of Finance Commonwealth Low risk Grant Agreement Template User Guide VERSION 1 2 JULY 2014 Department of Finance Introduction How the template works Structure of the template Adding schedules Multiple Grants within an Agreement The Grant Agreement Parties to the Agreement Background Scope of this Agreement Grant Details A Purpose of the Grant B Activity C Duration of the Activity D Payment of the Grant E Reporting F Party representatives and address for notices General Grant Conditions How is the Activity to be undertaken cccccssssececsssseeeceesseeececseaeeeessseeeeeeesenes 12 How is the relationship ZOVErNE cccccsssecececssnececseseececeeseneececseaeeeeesseneeesessnes 12 What conditions apply to payMeNnts ccccsssececseseceececsenececseseeeeeeesseeeeeesenaeeeenes 15 How is information to be handled vicsisncssccsscesvenseservenseccsnedeneenaconadeciears cavscenasenvennncers 17 HOW are risks MANAGEA cccccesssececssssececsesseeececssaececseseeecseseeeecesseaaeeeeeseeeeeceeeaaes 19 HOW are disputes resolved oo eesscccssssececssssneececseaaececseueeececsenaecesseaaeeeeseseneeeeeeaes 20 How is this Agreement ended Carly cccssccccccssssececsssseecesssaeeecsenaeeeeeseeneeeeesaaes 21 What are the definitions sisviacsicsinnisesneacasinnsnnesadaraneinandavenineueasepiranin td sastraieaeuantonnmaeiny 23 Su
4. me r r plate User Guide D Department of Finance 8 Frequently asked questions 142 143 144 145 146 Can I write my own terms and conditions to include in the template No To ensure consistency across all low risk Commonwealth grants you cannot add to or amend the template except in the highlighted areas If you consider that additional clauses are necessary or significant amendments need to be made you should reconsider your assessment of the proposed grant as being low risk Can I change the way the template looks Yes You can include your own entity insignia and references into the template for example on the cover page However you should be careful not to change the structure of the template except in the highlighted areas and make sure that any changes are applied consistently throughout the template Can I add additional documents to the template Yes Where additional documents have been incorporated into the Agreement by reference you should include them in the Agreement as schedules For example you may wish to include reporting templates under item E Reporting in the Grant Details so that it is clear to the Grantee what is the required format for reports This could be done by including the reporting template as an additional schedule at the end of the Agreement and including a reference in item E Reporting You cannot add additional terms and conditions to the templ
5. 4 Relationship between the Parties A Party is not by virtue of this Agreement the employee agent or partner of the other Party and is not authorised to bind or represent the other Party 5 Subcontracting 5 1 The Grantee remains responsible for compliance with this Agreement including in relation to any tasks undertaken by subcontractors 5 2 The Grantee agrees to make available to the Commonwealth the details of any of its subcontractors engaged to perform any tasks in relation to this Agreement upon request 6 Conflict of interest The Grantee agrees to notify the Commonwealth promptly of any actual perceived or potential conflicts of interest which could affect its performance of this Agreement and agrees to take action to resolve the conflict 7 Variation This Agreement may be varied in writing only signed by both Parties 8 Payment of the Grant 8 1 The Commonwealth agrees to pay the Grant to the Grantee in accordance with the Grant Details 8 2 The Commonwealth may by notice withhold payment of any amount of the Grant where it reasonably believes the Grantee has not complied with this Agreement or is unable to undertake the Activity 8 3 A notice under clause 8 2 will contain the reasons for any payment being withheld and the steps the Grantee can take to address those reasons 8 4 The Commonwealth will pay the withheld amount once the Grantee has satisfactorily addressed the reasons contained in a notice under c
6. Grantee is required to maintain adequate insurance for the duration of the Agreement Generally the Commonwealth is not best placed to determine specific insurance requirements If specific detail regarding the amount and or types of insurance the Grantee should hold is a material consideration or otherwise formed part of the risk assessment for the proposed grant you should reconsider the assessment of the proposed grant as low risk Why don t the General Grant Conditions require the Grantee to maintain records for five years like other grant agreements The General Grant Conditions contain the default record keeping clause under the template see General Grant Condition 11 For many low risk grants requiring the Grantee maintain records for 5 years after the agreement ends is unnecessary Where you need additional record keeping requirements beyond those in the General Grant Conditions you can include Supplementary Term G3 which requires that the Grantee maintain records for a period of five years after the Agreement ends Who owns intellectual property created under the template Under the General Grants Conditions the Grantee owns the Intellectual Property Rights in Material created under the Agreement and the Commonwealth has a licence to all reporting Material required in the Grant Details This will generally be sufficient for your entity s purposes Supplementary Term G5 Activity Material provides an optional add
7. Signatures 138 The signatures page is where the Grantee and the Commonwealth indicate their assent to and execute the Agreement Once the Agreement has been executed it will be on foot and the Parties will be legally bound by it Signatures Executed as an agreement You will need to consider the legal status and structure of the Grantee The execution clause may need The to be amended to reflect this You should contact your legal area if you have any uncertainty as to how the Grantee should execute the Agreement This is particularly the case where the Grantee is a Commonwealth partnership or a trust or where the Grantee proposes an alternative form of execution clause signatory goes Commonwealth here This may be Signed for and on behalf of the A Commonwealth of Australia as yOu or semcone represented by insert agency your entity Make Name print I aeeoe ea i eieiei aided aatia ai aeai sure the signature Position amn eee et a ee rte eee is witnessed print Signature and date Witness Name Print ne ne tenets setts tne eeeeeetececaestneaesecetenesessencneaesestnecesosaeneaesesesatesates Signature and date Select or insert the appropriate signature block depending on the nature of Grantee Delete the Here are example signature blocks that are not used X signature blocks Grantee for two different If Grantee is an Individual types of Grantees i
8. Suppiementary Supplementary Terms Page 6 of 49 ment Ten plate User Guide l Department of Finance 3 The Grant Agreement 3 1 Parties to the Agreement 21 The Parties to the Agreement section is where you enter the details of the Grantee and your entity representing the Commonwealth in the highlighted sections of the template Grantee 22 You must include the full legal name of the Grantee their registered address and Australian Business Number ABN if applicable You should confirm that this information is correct by undertaking searches of relevant databases In particular www business gov au for company and business names and www abr business gov au for ABNs 23 It may not be necessary to include all the information provided for in the template For example individuals may not have a trading or business name or fax number However you should include enough information so that the Grantee is identifiable IMPORTANT If the Grantee is the Trustee of a Trust you should include Supplementary Term G12 See part 6 of the user guide for more information The Commonwealth 24 This is where you provide the details of your entity You should include all the information requested here 3 2 Background 25 The background gives a short summary of what each Party to the Agreement is agreeing to The Commonwealth represented by your entity is agreeing to assist the Grantee to undertake th
9. asset register can assist with managing assets This Supplementary Term requires the Grantee to obtain written approval before purchasing any equipment or assets valued above 5 000 GST inclusive that aren t listed in the Agreement In addition the Grantee agrees to maintain a register of all equipment and assets purchased with a value above 5 000 6 8 G8 Relevant qualifications or skills 127 Supplementary Term G8 Relevant qualifications or skills allows you to list relevant qualifications or skills that persons undertaking the Activity or work in relation to the Activity are required to have The nature of the Activity or tasks being performed may have specific qualifications required by legislation Page 31 of 49 nent Template User Guide Department of Finance or industry standards for example police clearances working with children checks first aid certificates etc This is more likely to be relevant where the Grant relates to Activities involving vulnerable persons or is of a technical nature If you include this G8 Relevant qualifications or skills clause you must You should consider whether particular persons are required to carry out aspects of the Activity or parts of it due to the specific qualifications or skills needed or due to specific industry or legislative set out which skills requirements You should indicate Not Applicable and delete all other highlighted text if thi
10. might specify the expenditure of the Grant within a budget use this table you can delete it and Expenditure Description Grant Other Other Total Cost Item Contributions Contributions Contributions Grantee Third Parties Tinsert Tinsert Tinsert amount of Tinsert amount of Tinsert amount of Tinsert total reference description of the Grant contributed Grantees own funds other sources of amount cost expenditure item to this budget item contributed to this funding contributed 10 of the budget budget item this budget iem item insert your own information 112 The budget should cover the entire expenditure by the Grantee in relation to the Activity and not be restricted to expenditure of payments of the Grant from the Commonwealth It is important to be aware that once a budget is included as part of the Agreement it can only be varied in accordance with the process outlined in the General Grant Conditions see General Grant Condition 7 This may create a burden for the Grantee For this reason you should ensure that any budget included is sufficiently flexible to allow the Grantee to respond to changes and properly undertake the Activity For example it would be most appropriate to express the budget as categories of expenditure rather than listing expenditure for all individual line items Page 26 of 49 113 emplate User Guide Department of Fin
11. 5 106 Any Supplementary Term that is not required should have all highlighted text within the relevant text box deleted except the phrase Not Applicable This process ensures that you have considered and deliberately excluded the Supplementary Term from applying and retains consistent clause numbering between Agreements using the template If no Supplementary Terms are included then delete all the text boxes and simply include Not Applicable under the heading G Supplementary Terms see Attachment A If in the course of developing an Agreement for a particular Grant you consider that significant additional provisions are required beyond those in the General Grant Conditions and the Supplementary Terms then you should reconsider your assessment of the Grant It may be that the template is not appropriate for the Grant Page 24 of 49 Template User Guide _ Department of Finance 6 1 G1 Other Contributions 107 Where the Grant is contingent on the Grantee securing a contribution from someone other than the Commonwealth this Supplementary Term can be included G1 Other Contributions The following Supplementary Term should be included where your decision to provide the Grant is in part due to the Grantee or a third party e g a State government agency providing financial or in kind contributions to support the conduct of the Activity Where the Grant is contingent on Other Contrib
12. Grantee means the legal entity specified in the Agreement and includes where relevant its officers employees contractors and agents e Grant Details means the document titled Grant Details that forms part of this Agreement e Intellectual Property Rights means all copyright patents registered and unregistered trademarks including service marks registered designs and other rights resulting from intellectual activity other than moral rights under the Copyright Act 1968 e Material includes documents equipment software including source code and object code versions goods information and data stored by any means including all copies and extracts of them e Party means the Grantee or the Commonwealth e Personal Information has the same meaning as in the Privacy Act 1988 e Reporting Material means all Material which the Grantee is required to provide to the Commonwealth for reporting purposes as specified in the Grant Details Page ii of ii
13. Principle 14 Confidentiality The Parties agree not to disclose each other s confidential information without prior written consent unless required or authorised by law or Parliament 15 Insurance The Grantee agrees to maintain adequate insurance for the duration of this Agreement and provide the Commonwealth with proof when requested 16 Indemnities 16 1 The Grantee indemnifies the Commonwealth its officers employees and contractors against any claim loss or damage arising in connection with the Activity 16 2 The Grantee s obligation to indemnify the Commonwealth will reduce proportionally to the extent any act or omission involving fault on the part of the Commonwealth contributed to the claim loss or damage Page i of ii Commonwealth General Grant Conditions 17 Dispute resolution 17 1 The Parties agree not to initiate legal proceedings in relation to a dispute unless they have tried and failed to resolve the dispute by negotiation 17 2 The Parties agree to continue to perform their respective obligations under this Agreement where a dispute exists 17 3 The procedure for dispute resolution does not apply to action relating to termination or urgent litigation 18 Termination for default The Commonwealth may terminate this Agreement by notice where it reasonably believes the Grantee a has breached this Agreement or b has provided false or misleading statements in their application for the Gr
14. ance G3 Record keeping The default position under the Agreement is that the Grantee will maintain records of the expenditure of the Grant for the duration of the Agreement see General Grant Condition 11 Where an Activity warrants specific additional record keeping requirements you should include them here This may include financial and non financial records For example client records or where the Activity involves data collection or research copies of the original surveys and consents from participants may be included if required G3 Record keeping You should clearly establish any additional record keeping requirements Be sure to specify any If you have requirement to retain records after the Activity ends You should indicate Not Applicable and delete all other highlighted text if this Supplementary Term is not included additional record Not Applicable keeping OR requirements include them as subsections of G3 1 for example c d etc If G3 1 a and b are sufficient delete c and the and at the end of b 114 115 Supplementary Term G3 Record keeping automatically includes some additional expenditure record keeping requirements relating to identification within accounts and records It also requires the Grantee to make these records available to the Commonwealth upon request and establishes a record keeping period of five years after the Completio
15. anner before continuing to make payments Page 25 of 49 6 2 G2 Activity budget 110 Where the Grant is contingent on the Grantee providing a budget outlining how the Grant will be spent this Supplementary Term can be included You should carefully consider whether this is necessary for a low risk grant 111 The purpose of including the budget is to provide you with additional information regarding the expenditure and financial management of the Grant and Other Contributions This Supplementary Term is similar to Supplementary Term G1 Other Contributions and similar considerations are relevant to the decision to include it If a budget is requested you should consider whether it is also appropriate for the Grantee to report details of expenditure against the budget noting the default reporting and acquittal requirements see section 4 5 G2 Activity budget Where a budget has been agreed as a component of the Agreement it should be included below The budget would form the basis against which the Grantee would acquit the Grant at the Activity s Completion Date The budget should include any Other Contributions see above You should indicate Not Applicable and delete all other highlighted text if this Supplementary Term is not included 2 If you include this clause you must set out budget information but you do not have to The following table provides an example of how you
16. ant or c has become bankrupt or insolvent entered into a scheme of arrangement with creditors or come under any form of external administration 19 Cancellation for convenience 19 1 The Commonwealth may cancel this Agreement by notice due to a achange in government policy or b a Change in the Control of the Grantee which the Commonwealth believes will negatively affect the Grantee s ability to comply with this Agreement 19 2 The Grantee agrees on receipt of a notice of cancellation under clause 19 1 to a stop the performance of the Grantee s obligations as specified in the notice and b take all available steps to minimise loss resulting from that cancellation 19 3 In the event of cancellation under clause 19 1 the Commonwealth will be liable only to a pay any part of the Grant due and owing to the Grantee under this Agreement at the date of the notice and b reimburse any reasonable expenses the Grantee unavoidably incurs that relate directly to the cancellation and are not covered by 19 3 a 19 4 The Commonwealth s liability to pay any amount under this clause is subject to a the Grantee s compliance with this Agreement and b the total amount of the Grant 19 5 The Grantee will not be entitled to compensation for loss of prospective profits or benefits that would have been conferred on the Grantee 20 Survival Clauses 10 12 13 14 16 20 and 21 survive termination cancellation o
17. association company partnership etc Registered for GST No Relevant business place if different 123 Canberra Street Telephone 55 555 5555 Email Joan Citizen email com au The Commonwealth The Commonwealth of Australia represented by Department of Finance John Gorton Building King Edward Terrace Parkes ACT 2600 ABN 61970 632 495 Background The Commonwealth has agreed to enter this Agreement under which the Commonwealth will provide the Grantee with one or more Grants for the purpose of assisting the Grantee to undertake the associated Activity The Grantee agrees to use each Grant and undertake each Activity in accordance with this Agreement and relevant Grant Details Scope of this Agreement This Agreement comprises a this document b Supplementary Terms if any c the General Grant Conditions Schedule 1 d the Grant Details e any other document referenced or incorporated in the Grant Details Each set of Grant Details including Supplementary Terms if any only applies to the particular Grant and Activity covered by that set of Grant Details and a reference to the Agreement in the Grant Details or the Supplementary Terms is a reference to the Agreement in relation to that particular Grant and Activity If there is any ambiguity or inconsistency between the documents comprising this Agreement in relation to a Grant the document appearing higher in the list will have precedence to the ex
18. ate as schedules Can I use the template for multiple grants Yes The template has been designed to accommodate multiple Grants or Activities However adding additional grants or activities to the Agreement may increase the complexity of the Agreement and may affect the overall risk profile of the Agreement It will be inappropriate to use the template for multiple Grants where this would cause the Agreement to be considered medium or high risk Regardless of how many Grants are included in the Agreement the template should only be used for low risk grants Only Grants with the same Grantee can be covered by the one Agreement Where the Grantee is a different legal entity even where it is part of the same corporate group anew Agreement should be used Why doesn t the template require Commonwealth approval of subcontractors This template is designed for use in relation to low risk grants with the Grantee responsible for the performance of the Activity and compliance with the requirements of the Agreement You should carefully consider if the identity of subcontractors is a material issue Where it is you should reconsider your assessment of the proposed grant as low risk and the use of the template Page 39 of 49 147 148 149 150 me 2amplate User Guide artment of Finance Can I specify my own insurance requirements No The default position under the General Grants Conditions is that the
19. ayments Page 15 of 49 Ith Low risk Grant Agreement Template User Guide Department of Finance 8 Payment of the Grant 8 1 The Commonwealth agrees to pay the Grant to the Grantee in accordance with the Grant Details 8 2 The Commonwealth may by notice withhold payment of any amount of the Grant where it reasonably believes the Grantee has not complied with this Agreement or is unable to undertake the Activity 8 3 A notice under clause 8 2 will contain the reasons for any payment being withheld and the steps the Grantee can take to address those reasons 8 4 The Commonwealth will pay the withheld amount once the Grantee has satisfactorily addressed the reasons contained in a notice under clause 8 2 72 General Grant Condition 8 deals with payment of the Grant While the performance of the Activity is the Grantee s main obligation under the Agreement payment of the Grant in accordance with the Grant Details is the Commonwealth s main obligation 73 Where the Commonwealth reasonably believes the Grantee has failed to comply with the Agreement or is unable to undertake the Activity it may be able to withhold the Grant by giving notice This could be relevant where the Grantee has not complied with the Agreement for example by failing to meet milestones Withholding payments can seriously impact on the ability of the Grantee to continue to undertake the Activity so this option should be carefully considered Any is
20. ce of the Activity you should avoid requesting data or reports that you do not intend to use You should be very clear about what needs to be included in each report what data needs to be collected how the information in the report should be presented details of any particular certification or sign off required and the date reports are required to be submitted by Where the Grant is being paid in instalments the timing of submission of reports can be aligned with the payment of the Grant to assist with management of the Agreement Page 10 of 49 me n emplate User Guide Department of Finance 47 Where reports are required to be approved before they are accepted this should be clearly indicated and you should ensure that sufficient information is requested to allow the reports to be properly assessed IMPORTANT The licence to Intellectual Property Rights in Reporting Material see General Grant Condition 12 directly relates to the reports in item E Reporting 48 The default position under the General Grant Conditions requires the Grantee to provide a signed statement indicating that the Grant was spent in accordance with the Agreement You should consider carefully whether there is a need for additional financial reports or acquittals and the burden this might have on the Grantee taking into account the value of the Grant the nature of the Activity and the relevant risks 49 Consistent with the Commonweal
21. d in the Budget and or ee assets over the a insert ist of approved equipment and assets valne of p0 67 2 The Grantee agrees to maintain a register of all equipment and assets purchased for 5 000 including GST or more with the Grant in the form specified below and to provide the register to the Commonwealth upon request Unsere deta here If you include this clause you must The following table provides an example of how you might design an equipment and assets register set out an Item Description Grant Other ce Equipment and Number Contributions Contributions bec Grantee Third Parties Assets Register Tinsert Tinsert description insert amount of insert amount of Tinsert amount of other insert total You do not have to reference of the equipment or Grant contributed to Grantees own funds sources of funding amount cost of asset this item contributed to this item contributed to this item the item use this table you can delete it and insert your own information 126 Under the Agreement equipment and assets purchased by the Grantee for the purpose of undertaking the Activity are owned by the Grantee Where the cost of the assets comprises a significant proportion of the Grant cost overruns for these assets can have a significant impact on the Grantee s ability to undertake and complete the Activity The creation and maintenance of an
22. d in the Grant Details of an Agreement Activity Material means any Material other than Reporting Material created or developed by the Grantee as a result of the Activity Agreement means an Agreement created using the template and includes the Grant Details Supplementary Terms if any the General Grant Conditions and any other document referenced or incorporated in the Grant Details Australian Privacy Principle has the same meaning as in the Privacy Act 1988 Change in the Control means any change in any person s who directly exercise effective control over the Grantee Commonwealth means the Commonwealth of Australia as represented by the entity specified in the Agreement and includes where relevant its officers employees contractors and agents Commonwealth Purposes does not include commercialisation or the provision of the Material to a third party for its commercial use Completion Date means the date or event specified in the Grant Details It is the point at which the Activity is completed Existing Material means Material developed independently of an Agreement that is incorporated in or supplied as part of Reporting Material General Grant Conditions means the document titled Commonwealth General Grant Conditions that forms part of an Agreement Grant means the money or any part of it payable by the Commonwealth to the Grantee as specified in the Grant Details of the Agreement Grantee means the legal entity
23. der range of Material and covers all Material the Grantee creates as a result of the Activity G5 Activity Material Intellectual Property Rights created under this Agreement should belong to the Grantee and the Commonwealth is licensed with regard to the content of the reports in item E Reporting see General Grant Condition 12 You should carefully consider if the Commonwealth is likely to want a licence over any Activity Material created under the Agreement and if so this clause should be included You should indicate Not Applicable and delete all other highlighted text if this Supplementary Term is not included your own You do not insert information in G 5 OR Activity Material Include either Not Applicable or a G5 1 through G5 4 and delete the rest 120 Itis expected this licence would only be used where the Commonwealth needs to adapt and use the products developed by the Grantee and where the Grant covers a considerable component of the cost of developing those products An example might be where the Grant covers the cost of the Grantee conducting a pilot training program including the development of training materials and if successful you want to be able to make the training materials available to other participants in the relevant sector 121 You should refer to the Australian Government Intellectual Property Manual for more information and guidanc
24. e Activity in accordance with the Agreement The Grantee is agreeing to use the Grant and undertake the Activity in accordance with the Agreement 26 Although the background describes the Grant and the Activity the template has been designed to accommodate multiple Grants to the same Grantee within the Agreement 3 3 Scope of this Agreement 27 This section lists all the different documents that form the Agreement Importantly some documents may form part of the Agreement because you add them Any documents that form part of the Agreement for example industry standards or reporting templates must be referred to or incorporated in the Grant Details 28 The hierarchy of the documents tells you which document will take priority if there are inconsistencies or ambiguities between different parts of the Agreement The Supplementary Terms take priority over the General Grant Conditions For example the General Grant Conditions require the Grantee to maintain records of the expenditure of the Grant However the nature of the Activity may require the Supplementary Term on record keeping to allow you Page 7 of 49 ent Template User Guide Department of Finance to specify the records the Grantee should retain In that case the Supplementary Term on record keeping will override the General Grant Condition on record keeping IMPORTANT You should only add documents to the Agreement that are necessary to enab
25. e on the Commonwealth s policy on intellectual property 122 Intellectual property law is a complicated area If the Activity raises significant intellectual property ownership and licensing issues then the template is unlikely to be suitable for your Grant Page 29 of 49 ment Template User Guide Department of Finance 6 6 G6 Access 123 Supplementary Term G6 Access provides the option of acquiring a right to access the Grantee s premises and take copies of any Material relevant to the Activity Accessing premises and removing Material is a significant power and is unlikely to be necessary for most Grants Supplementary Term G6 Access should only be included in situations where it is absolutely necessary G6 Access You should include this Supplementary Term where you require additional access to premises and documents due to the nature of the Activity You should indicate Not Applicable and delete all other highlighted text if this Supplementary Term is not included You do not insert Not Applicable your own information in G6 Access Include either Not Applicable or G6 1 through G6 3 and delete the rest 124 This term may be required in Agreements where end recipients beneficiaries of the Grant are vulnerable persons such as children or the elderly or where the Grantee will be handling Personal Information This claus
26. e remains responsible for compliance with this Agreement including in relation to any tasks undertaken by subcontractors 5 2 The Grantee agrees to make available to the Commonwealth the details of any of its subcontractors engaged to perform any tasks in relation to this Agreement upon request 66 General Grant Condition 5 deals with subcontracting As the template is intended for use in relation to low risk grants the Grantee is not required to obtain the Commonwealth s approval prior to engaging subcontractors The Grantee remains responsible for the compliance of subcontractors with the Agreement The Grantee is still required to provide the details of any subcontractors to the Commonwealth upon request 67 It will be the Grantee s responsibility to manage any issues with subcontractors given they are best placed to do this Under the Agreement the Grantee is required to ensure that all relevant aspects of the Agreement are complied with regardless of whether subcontractors are involved Page 14 of 49 WVOGILE Low risk Grant Agreement Template User Guide Department of Finance i 6 Conflict of interest The Grantee agrees to notify the Commonwealth promptly of any actual perceived or potential conflicts of interest which could affect its performance of this Agreement and agrees to take action to resolve the conflict 68 69 Under General Grant Condition 6 the Grantee agrees to notify the Co
27. e will enable the Commonwealth to confirm the Grantee is complying with relevant legislation and standards particularly when the Commonwealth also has a regulatory role Page 30 of 49 T emplate User Guide Department of Finance 6 7 G7 Equipment and assets 125 Supplementary Term G7 Equipment and assets provides for additional conditions with regard to the purchase and use of equipment and assets with the Grant It should only be used where equipment and assets are expected to form a large proportion of the Grant or there are a large number of assets required for the Activity G7 Equipment and assets Equipment and assets purchased by the Grantee for the purpose of the Activity are owned by the Grantee Where significant equipment and assets are going to be required to undertake the Activity and or you require the Grantee to keep records of equipment and assets purchased with the Grant the following clause s can be used Consider whether a budget would also be appropriate see Supplementary Term G2 Activity budget above You should indicate Not Applicable and delete all other highlighted text if this Supplementary Term is not included Not Applicable Include any OR approved equipment and 67 1 The Grantee agrees to obtain the Commonwealth s prior written approval to use the Grant to purchase any equipment or asset for more than 5 000 including GST apart from those liste
28. ection by section and provides guidance on how to use the template The template is designed to be used for low risk grants across the Australian Government Therefore it has been drafted so that only certain sections can be amended To ensure consistency you should only add content where the drafting instructions in the template indicate you can You should not reorder or remove any sections of the template except where indicated If you consider that other amendments need to be made to the template to use it for a particular grant you should consider whether the template is appropriate See Attachment A for an example of a completed template Structure of the template Where an Agreement is created using the template it will have two parts the template and the schedules with each part made up of a number of components The template contains the introductory information the Grant Details and any Supplementary Terms The schedules contains the Commonwealth General Grant Conditions General Grant Conditions which are a standard set of terms and conditions which will apply to all Agreements using the template Once the template has been completed and signed by both Parties it together with the schedules forms the Agreement between the Commonwealth and the Grantee Page 3 of 49 ent Template User Guide Department of Finance Figure 1 The structure of the Low risk Grant Agreement Template 11 12
29. ged If included Supplementary Terms will take priority over the General Grant Conditions Page 4 of 49 ent Template User Guide Department of Finance 2 2 Adding schedules 15 For straightforward Grants all the details of the Activity should be contained in the Grant Details section of the template However for larger or more complicated Grants it may be necessary to include information which does not readily fit within the Grant Details section of the template as additional schedules For example where a Grant extends over a number of years and involves milestones or periodic reporting you should include any reporting templates which the Grantee will be required to use as schedules 16 Additional information relating to the Activity should be included as additional schedules at the end of the Agreement You should be careful to ensure any schedules are properly referenced in the Grant Details e g item B Activity and item E Reporting and update the contents page accordingly Figure 2 The structure of the Low risk Grant Agreement Template Additional Schedules Grant Agreement Introductory Grant DETAIIE General Grant Information Conditions Supplementary Additional Terms Schedule s Page 5 of 49 ent Template User Guide Department of Finance 2 3 Multiple Grants within an Agreement 17 The template has been designed to accommodate more than one Grant under a single Ag
30. ing The Grantee agrees to maintain records of the expenditure of the Grant 79 General Grant Condition 11 contains the default record keeping requirement under the Agreement Often grant agreements will specify a length of time for which the recipient must maintain records for example a five year period Under this clause the requirement to maintain records of expenditure cease Page 17 of 49 ant Agreement Template User Guide Department of Finance when the Agreement ends It is important that the Completion Date of the Activity is after the time that all reports are provided If additional record keeping requirements are required whether financial records or other records associated with the conduct of the Activity you should use Supplementary Term G3 Record keeping 80 General Grant Condition 11 does not affect requirements on the Grantee to maintain records for reasons separate to the Agreement for example for tax purposes 12 Intellectual Property 12 1 The Grantee owns the Intellectual Property Rights in Material created undertaking the Activity 12 2 The Grantee gives the Commonwealth a non exclusive irrevocable royalty free licence to use reproduce publish and adapt Reporting Material for Commonwealth Purposes 12 3 The licence in clause 12 2 does not apply to Activity Material 12 4 This Agreement does not affect the ownership of Intellectual Property Rights in Existing Material
31. ions it may be appropriate for your entity to establish a dedicated email address for a Grant or series of Grants that is accessible by more than one person to avoid notices being missed Page 11 of 49 IW nt Agreement Template User Guide i Department of Finance 5 General Grant Conditions 53 This part provides guidance on the General Grant Conditions The General Grant Conditions automatically apply to all Agreements and all Grants using the template The General Grant Conditions are provided as a set of standard terms and conditions in a two page schedule similar to the way terms and conditions are presented in other sectors such as the real estate or insurance sector 54 The General Grant Conditions comprise 20 main clauses and a definitions clause They cover categories including undertaking the Activity the relationship between the Commonwealth and the Grantee conditions relating to the payment of the Grant handling information managing risks resolving disputes ending the Agreement early 55 The General Grant Conditions cannot be changed However some may be displaced by Supplementary Terms see part 6 of the user guide For example including Supplementary Term G5 Activity Material will give the Commonwealth a broader licence to Intellectual Property Rights than under General Grant Condition 12 5 1 How is the Activity to be undertaken 56 This section concerns the obligation
32. item E Reporting of the Grant Details You should indicate Not Applicable and delete all other highlighted text if this included you Supplementary Term is not included should consider O 118 the financial burden of obtaining independently audited financial acquittal reports A component of the Grant should cover the cost of complying with this requirement If Supplementary Term G4 Audit is included you should consider the financial burden of obtaining independently audited financial acquittal reports A component of the Grant should cover the cost of complying with this requirement In particular it is not expected that this Supplementary Term would be appropriate in low value one off grants as the cost of compliance is likely to be disproportionately high in relation to the value of and risks associated with the Grant Page 28 of 49 plate User Guide Jepartment of Finance 6 5 G5 Activity Material 119 The default position under the General Grant Conditions is that Intellectual Property Rights created under the Agreement belong to the Grantee The Commonwealth is given a limited licence in relation to the reports and related Material specified in item E Reporting of the Grant Details only see General Grant Condition 12 Supplementary Term G5 Activity Material provides the Commonwealth with a licence with regard to Intellectual Property Rights in a broa
33. ition 3 will need to be in writing and signed by the Party giving notice not all communication between the Parties needs to be in writing and signed Page 13 of 49 w risk Grant Agreement Template User Guide Department of Finance 63 Generally written notification will be required for any official correspondence in relation to the Grant or under the Agreement such as accepting reports see section 4 5 of the user guide withholding payment see General Grant Condition 8 termination for default see General Grant Conditions 18 and cancellation for convenience see General Grant Conditions 19 64 Day to day interaction between you and the Grantee can be undertaken in a less formal setting However you should ensure that appropriate file notes and other records are kept and that anything significant is confirmed in writing 4 Relationship between the Parties A Party is not by virtue of this Agreement the employee agent or partner of the other Party and is not authorised to bind or represent the other Party 65 General Grant Condition 4 clarifies that the Agreement does not make either Party the employee agent or partner of the other Party It makes it clear that no Party can bind or represent the other Party to someone outside the Agreement i e the Grantee is not part of your entity or able to speak on behalf of your entity just because it is undertaking the Activity 5 Subcontracting 5 1 The Grante
34. itional clause which provides the Commonwealth with a licence to all other Material created under the Agreement You should consider carefully the need to include Supplementary Term G5 Activity Material taking into account the nature of the Material that will be produced by the Grantee and the extent to which the Commonwealth will need to be able to use that Material You should also consider this issue from the perspective of the Grantee and the intended outcomes of the Grant for example possible commercialisation of any intellectual property by the Grantee What is cancellation for convenience How is it different to termination for convenience Many Commonwealth grant agreements include a termination for convenience clause These clauses seek to provide the Commonwealth with the power to terminate an agreement usually for any reason at any time This can be necessary because circumstances may require the Government to end a particular program early for example due to a change in policy The cancellation for convenience clause is similar However it may be narrower in scope than some termination for convenience clauses In addition to considering the policy and program implications of the cancellation of an Agreement you should also seek legal advice before taking any action under this clause Page 40 of 49 n yer nplate User Guide Department of Finance Glossary Activity means the activities describe
35. lation to financial reporting and acquittals At item E Reporting in the Grant Details you should specify the form and content of the signed statement You should also indicate who should sign the statement This may be the Grantee s representative as indicated at item F Party representatives and address for notices of the Grant Details see section 4 6 of the user guide In other circumstances it may be appropriate to specify some other representative of the Grantee for example the chief financial officer Under General Grant Condition 10 1 the Grantee agrees to repay any amount of the Grant that is misspent or that is additional to the requirements of the Activity unless agreed otherwise General Grant Condition 10 2 allows the Commonwealth to deduct an amount to be repaid from future payments of the Grant rather than requiring repayment This may be more administratively efficient where there are future payments of the Grant to be made You should be careful when deducting from future payments where there are multiple Grants under the one Agreement Each Grant should be separately accounted for and excess or misspent amounts of one Grant should generally not be transferred or set off against other Grants with the same Grantee How is information to be handled This section deals with information under the Agreement It covers record keeping intellectual property privacy and confidentiality 11 Record keep
36. lause 8 2 July 2014 Version Schedule 1 9 Spending the Grant 9 1 The Grantee agrees to spend the Grant for the purpose of undertaking the Activity only 9 2 The Grantee agrees to provide a statement signed by the Grantee verifying the Grant was spent in accordance with the Grant Details 10 Repayment 10 1 If any of the Grant has been spent other than in accordance with this Agreement or any amount of the Grant is additional to the requirements of the Activity the Grantee agrees to repay that amount to the Commonwealth unless agreed otherwise 10 2 The amount to be repaid under clause 10 1 may be deducted by the Commonwealth from subsequent payments of the Grant 11 Record keeping The Grantee agrees to maintain records of the expenditure of the Grant 12 Intellectual Property 12 1 The Grantee owns the Intellectual Property Rights in Material created undertaking the Activity 12 2 The Grantee gives the Commonwealth a non exclusive irrevocable royalty free licence to use reproduce publish and adapt Reporting Material for Commonwealth Purposes 12 3 The licence in clause 12 2 does not apply to Activity Material 12 4 This Agreement does not affect the ownership of Intellectual Property Rights in Existing Material 13 Privacy When dealing with Personal Information in carrying out the Activity the Grantee agrees not to do anything which if done by the Commonwealth would be a breach of an Australian Privacy
37. le the Grantee to undertake the Activity For example any reporting templates that the Grantee is to use should be referred to in the Grant Details at item E Reporting and then attached to the Agreement as a schedule 29 Only documents in the Agreement or incorporated by reference form part of the Agreement This means that all other things such as written proposals email exchanges or conversations before the Agreement was signed may not form part of the Agreement You should therefore ensure that the Grant Details are clear and contain all information necessary for the Activity to be undertaken Page 8 of 49 men t iplate User Guide Department of Finance 4 Grant Details 30 The Grant Details are where you include the information that relates to a particular Grant This includes a description of the purpose of the Grant details of the Activity ies the Grantee must perform and any related payment details and reporting requirements It also includes the contact details of the people who will be responsible for managing the Grant on a day to day basis 31 You can amend the details under the various item headings in the Grant Details to suit your particular Grant and the Activity However you must not amend or delete any of the item headings as they relate to definitions in the General Grant Conditions and are referenced throughout the Agreement IMPORTANT Any relevant Supplementary Terms should be inc
38. luded as part of the Grant Details These provisions will relate to the specific Grant covered by the Grant Details It is therefore possible for different Grants to have different Supplementary Terms under the one Agreement Supplementary Terms are discussed in part 6 of the user guide 4 1 A Purpose of the Grant 32 In this section you should include a brief description of the aims and or objectives of the Grant This provides context for the Grant and the Activity You don t need to include details of the specific Activity here as this will be covered in the next section 33 It is likely that any related program guidelines will contain a description of the purpose of the Grant or program All Grants under a program may have the same or similar detail in this section Make sure that the description here is consistent with any published program guidelines 4 2 B Activity 34 In this section you should provide a detailed description of the particular Activity ies that the Grantee must undertake You should be as comprehensive and precise as is necessary to ensure that both Parties have a clear and agreed understanding of the Activity A useful test is to consider whether someone who is not familiar with the Grant your entity or the Grantee could read this section and understand the Activity and what is required This section will be the main reference tool if any issues arise as to whether or not the Activity has been properly
39. me to make a payment The Grantee does not necessarily need to open a separate bank account specifically for the Grant Separate bank accounts should generally not be required for low value grants and may represent additional administrative costs for the Grantee You should include any invoicing information required for the payment of the Grant This includes information regarding Goods and Services Tax GST for taxable supplies made under the Agreement You have the option of including a clause that allows you to issue the Grantee with a Recipient Created Tax Invoice RCTI rather than requiring the Grantee to invoice you If you have any specific administrative requirements around RCTIs you can include them here Questions regarding the treatment of GST in relation to any payments being made under the Agreement should be directed to the chief financial officer unit within your entity or the Australian Taxation Office E Reporting In this section you should specify any reporting requirements in relation to the Grant Reports should focus on the performance of the Activity and its outcomes In some situations you may require additional information to be provided by the Grantee such as data showing the outcomes of the Activity You should carefully consider what data and reporting you require the Grantee to provide While you should ensure that the Grantee is providing sufficient information to enable you to assess the Grantee s performan
40. mmonwealth promptly of any conflict of interest issues which could affect its performance of the Agreement The inclusion of a conflict of interest provision is common for most types of agreements with the Commonwealth The Grantee is also required to take action to resolve conflict which will depend on the nature of the conflict Where the Grantee fails to take appropriate action to resolve a conflict you may be entitled to enforcement provisions such as withholding payments see General Grant Condition 8 7 Variation This Agreement may be varied in writing only signed by both Parties 70 5 3 71 General Grant Condition 7 requires that any variations to the Agreement are recorded in writing and signed by both Parties It is not uncommon for a grant agreement to need to be varied during the life of the agreement For example representatives may change or intervening factors may require milestones or the timing of payments to change While these issues are likely to be initially addressed through discussions with the Grantee it is important that any variations are formally recorded in writing and signed by the appropriate personnel This reduces the risk of uncertainty regarding the Parties respective roles and responsibilities What conditions apply to payments This section deals with the conditions that attach to the payment of the Grant It covers making payments and repayments withholding payments and spending p
41. monwealth its officers employees and contractors against any claim loss or damage arising in connection with the Activity 16 2 The Grantee s obligation to indemnify the Commonwealth will reduce proportionally to the extent any act or omission involving fault on the part of the Commonwealth contributed to the claim loss or damage 90 General Grant Condition 16 deals with indemnities An indemnity seeks protection for a Party against loss which it might suffer as a result of the Activity This clause sets out the Grantee s obligations in indemnifying the Commonwealth in respect to the Activity The Commonwealth is responsible to the extent it contributed to the claim loss or damage This clause is designed to be consistent with the obligations that exist at common law regarding indemnities 5 6 How are disputes resolved 91 This section deals with dispute resolution under the Agreement The expectation is that the Parties will seek to resolve disputes through negotiation 17 Dispute resolution 17 1 The Parties agree not to initiate legal proceedings in relation to a dispute unless they have tried and failed to resolve the dispute by negotiation 17 2 The Parties agree to continue to perform their respective obligations under this Agreement where a dispute exists 17 3 The procedure for dispute resolution does not apply to action relating to termination or urgent litigation Page 20 of 49 w risk Grant Ag
42. n Date consistent with other legislative requirements Grantees will have in place their own accounting and records management arrangements for example in order to comply with corporate governance tax and other regulatory requirements It is unnecessary to replicate all the record keeping requirements which already exist in legislation This clause can be used to set out any Grant specific requirements where appropriate Page 27 of 49 116 117 t Template User Guide Department of Finance G4 Audit The default position under the General Grant Conditions is for the Grantee to provide a signed statement confirming that the Grant was spent in accordance with the Agreement see General Grant Condition 9 This Supplementary Term provides the option of requiring the Grantee to provide the Commonwealth with independently audited financial acquittal reports Obtaining an independent audit can be difficult and expensive particularly in remote areas and so this requirement should only be included where it is absolutely necessary consistent with the Commonwealth Grants Rules and Guidelines In addition you should consider carefully the risk rating of a Grant that requires independently audited financial acquittal reports G4 Audit If Supplementary You should only include this clause if you have included the requirement to have an Term G4 Audit is independently audited financial acquittal report in
43. nce 132 Supplementary Term G10 Commonwealth material facilities and assistance allows you to specify any Commonwealth Material or assistance to be provided to the Grantee by the Commonwealth in addition to the Grant Types of assistance that could be provided include documentation equipment access to premises and administrative support G10 Commonwealth Material facilities and assistance You should include this Supplementary Term where it is necessary to specify any Commonwealth Material or assistance to be provided by your agency in addition to the Grant to assist the Grantee to undertake the Activity This could include documentation equipment access to premises provision of administrative support You should also include any conditions or restrictions on the Grantee s use such If you have agreed as returning the Material following the Completion Date of the Activity If you wish to provide Material to provide only or facilities and assistance only indicate Not Applicable in the clause that does not apply You ial h should indicate Not Applicable and delete all other highlighted text if this Supplementary Term is not Material to the included Grantee you can list it here If you OR have only agreed to provide facilities and assistance leave Not Applicable If you have agreed to provide facilities and assistance to the Grantee you can list it here If yo
44. ncounters certain financial difficulties 96 Terminating an Agreement for default has serious implications In addition to considering the policy and program issues you should consider seeking legal advice before using General Grant Condition 18 to terminate an Agreement 19 Cancellation for convenience 19 1 The Commonwealth may cancel this Agreement by notice due to a a change in government policy or b a Change in Control of the Grantee which the Commonwealth believes will negatively affect the Grantee s ability to comply with this Agreement 19 2 The Grantee agrees on receipt of a notice of cancellation under clause 19 1 to a stop the performance of the Grantee s obligations as specified in the notice and b take all available steps to minimise loss resulting from that cancellation Page 21 of 49 19 Cancellation for convenience continued 19 3 In the event of cancellation under clause 19 1 the Commonwealth will be liable only to a pay any part of the Grant due and owing to the Grantee under this Agreement at the date of the notice and b reimburse any reasonable expenses the Grantee unavoidably incurs that relate directly to the cancellation and are not covered by 19 3 a 19 4 The Commonwealth s liability to pay any amount under this clause is subject to a the Grantee s compliance with this Agreement and b the total amount of the Grant 19 5 The Grantee will not be entitled to compen
45. ndividuals and Companies Delete any signature blocks i linsert name of the Grantee and any ABN eee eee eee etree re ear rae ae ya rae E that are not used OR If you are unsure If Grantee is a Company of the formalities a required for a particular type of Grantee seek legal advice li l Page 37 of 49 139 140 141 ent Template User Guide Department of Finance Included in the template are signature blocks for four common legal structures that will be relevant for entities likely to receive grants from the Commonwealth You can modify the signature page to suit the particular Grantee If you are unsure of the appropriate way to execute the Agreement you should seek legal advice A model signature block has not been included for trustees If the Grantee is the trustee of a Trust you will need to determine the appropriate method of executing the Agreement In some situations a representative of the Grantee other than a Director such as the Parties representatives will be executing the Agreement on behalf of the Grantee It is important that the signatory has sufficient authority to enter into the Grant on behalf of the Party they represent You should ask the Grantee to confirm the way in which it will be executing the Agreement and the basis upon which this is being done If necessary seek legal advice Page 38 of 49
46. ng an Agreement for convenience has serious implications In addition to considering the policy and program implications you should consider seeking legal advice before using General Grant Condition 19 to cancel an Agreement Page 22 of 49 greement Template User Guide Department of Finance 20 Survival Clauses 10 12 13 14 16 20 and 21 survive termination cancellation or expiry of this Agreement 101 5 8 102 General Grant Condition 20 lists the General Grant Conditions that will continue to operate after the Agreement has ended An example is the requirement to repay any amount not spent in accordance with the Agreement or where the Commonwealth sought indemnification in relation to a claim arising under the Agreement which may occur after the Agreement has ended Whatare the definitions General Grant Condition 21 lists terms defined under the Agreement Definitions are designed to help clarify words which have a specific meaning under the Agreement You should only use these words the way they are defined in General Grant Condition 21 21 Definitions extract In this Agreement unless the contrary appears Activity means the activities described in the Grant Details Activity Material means any Material other than Reporting Material created or developed by the Grantee as a result of the Activity Agreement means the Grant Details Supplementary Terms if any the Commonwealth General Grant C
47. ntee as a result of the Activity other than Reporting Material Page 18 of 49 VOGILE Low risk Grant Agreement Template User Guide Department of Finance i 84 The template does not include specific provisions dealing with moral rights If the proposed Activity includes the development of indigenous intellectual property matters with a distinct religious spiritual moral or ethical context work where there is a high degree of artistic sensitivity or work that may need to be heavily adapted or edited by the Commonwealth you should consider whether the template is appropriate It may be that an agreement with a more detailed approach to IPR and moral rights is necessary 13 Privacy When dealing with Personal Information in carrying out the Activity the Grantee agrees not to do anything which if done by the Commonwealth would be a breach of an Australian Privacy Principle 85 General Grant Condition 13 defines the obligations on the Grantee with regard to Personal Information under the Agreement The Grantee agrees not to do anything which if done by the Commonwealth would be a breach of an Australian Privacy Principle Personal Information and Australian Privacy Principle is defined in the Privacy Act 1988 Personal Information is defined in the Privacy Act 1988 86 The Grantee continues to be subject to and required to comply with the requirements of the Privacy Act 1988 The Commonwealth also continues t
48. o be bound to comply with the obligations required under the Privacy Act 1988 including in relation to Personal Information of the Grantee its staff and beneficiaries 14 Confidentiality The Parties agree not to disclose each other s confidential information without prior written consent unless required or authorised by law or Parliament 87 General Grant Condition 14 concerns confidentiality It is designed to be consistent with the obligations that exist at common law regarding confidential information 5 5 How are risks managed 88 This section deals with the management of certain risks under the Agreement It covers insurance and indemnities 15 Insurance The Grantee agrees to maintain adequate insurance for the duration of this Agreement and provide the Commonwealth with proof when requested Page 19 of 49 monwealth Low risk Grant Agreement Template User Guide Department of Finance 89 General Grant Condition 15 concerns the Grantee s obligation to maintain adequate insurance and to provide proof of insurance when requested Determining what is adequate insurance for a given Activity depends on the nature and circumstances of the Activity and the Grantee In the context of a low risk grant the template assumes the Grantee rather than the Commonwealth is best placed to assess the type and amount of insurance required for the Activity 16 Indemnities 16 1 The Grantee indemnifies the Com
49. onditions and any other document referenced or incorporated in the Grant Details Australian Privacy Principle has the same meaning as in the Privacy Act 1988 Change in the Control means any change in any person s who directly exercise effective control over the Grantee Commonwealth means the Commonwealth of Australia as represented by the entity specified in the Agreement and includes where relevant its officers employees contractors and agents Commonwealth General Grant Conditions means this document Commonwealth Purposes does not include commercialisation or the provision of the Material to a third party for its commercial use Page 23 of 49 ement Template User Guide Department of Finance 6 Supplementary Terms 103 104 The Supplementary Terms are an additional component of the template They are optional clauses you can include if necessary The Supplementary Terms address some of the more common issues which are not covered by the General Grant Conditions Other than as indicated you cannot amend or insert your own Supplementary Terms Supplementary Terms relate to a particular Grant so they are included as part of the Grant Details Where multiple Grants are made under the one Agreement each Grant will have its own Grant Details and if necessary its own Supplementary Terms IMPORTANT template You cannot draft your own additional Supplementary Terms to include in the 10
50. onsider the requirement to comply with workplace health and safety policies You should indicate Not Applicable and delete all other highlighted text if this standards specific to Supplementary Term is not included the Activity being Not Applicable undertaken and OR which you want to make a component industry standards when undertaking the Activity of the Agreement a insert relevant legislation policies and or industry standards 130 For some Activities you may wish to ensure that the Grantee complies with your internal entity policies For example where the Grantee s personnel are likely to be interacting or working closely with entity staff or regularly attending entity premises it may be appropriate to list the Australian Public Service Code of Conduct or internal entity work health and safety policies 131 Itis important to understand the purpose and potential consequences of including Supplementary Term G9 Activity specific legislation policies and industry standards By including a requirement to comply with specific legislation or policy the Grantee is bound by the Agreement to do so Failure to comply could potentially expose the Grantee to the enforcement provisions of the Agreement including withholding payments and or termination for default Page 33 of 49 t Template User Guide Department of Finance 6 10 G10 Commonwealth material facilities and assista
51. pplementary Terms G1 Other Contributions G2 Activity budget G3 Record keeping G4 Audit G5 Activity Material G6 Access Page 1 of 49 Con monwealth Lc N rant Agreement Template User Guide l Department of Finance G7 Equipment and assets G8 Relevant qualifications or skills G9 Activity specific legislation policies and industry standards G10 Commonwealth material facilities and assistance G11 Jurisdiction G12 Grantee Trustee of a Trust Signatures Frequently asked questions Glossary Attachment A Example completed template Page 2 of 49 ament Template User Guide Department of Finance 1 Introduction 1 This user guide is designed to assist you to use the Commonwealth Low risk Grant Agreement Template the template It should be read in conjunction with the template and the accompanying risk tool which are available on the finance website at http www finance gov au financial framework financial management policy guidance grants grant agreement template project html The user guide discusses the structure of the template and provides step by step guidance on its various components It also contains frequently asked questions and an example completed template Questions relating to the user guide the template and or the risk tool can be sent via email to grants finance gov au 2 How the template works 4 Suki 10 This part explains the template s
52. r expiry of this Agreement July 2014 Version Schedule 1 21 Definitions In this Agreement unless the contrary appears e Activity means the activities described in the Grant Details e Activity Material means any Material other than Reporting Material created or developed by the Grantee as a result of the Activity e Agreement means the Grant Details Supplementary Terms if any the Commonwealth General Grant Conditions and any other document referenced or incorporated in the Grant Details e Australian Privacy Principle has the same meaning as in the Privacy Act 1988 e Change in the Control means any change in any person s who directly exercise effective control over the Grantee e Commonwealth means the Commonwealth of Australia as represented by the Commonwealth entity specified in the Agreement and includes where relevant its officers employees contractors and agents e Commonwealth General Grant Conditions means this document e Commonwealth Purposes does not include commercialisation or the provision of the Material to a third party for its commercial use e Completion Date means the date or event specified in the Grant Details e Existing Material means Material developed independently of this Agreement that is incorporated in or supplied as part of Reporting Material e Grant means the money or any part of it payable by the Commonwealth to the Grantee as specified in the Grant Details e
53. reement This can be achieved by preparing a separate Grant Details component with if necessary appropriate Supplementary Terms for each Grant Including multiple Grants in a single Agreement may affect the risk of the Agreement overall Where multiple Grants are included under a single Agreement you should assess whether the template is the appropriate document to be used or whether a different agreement is appropriate 18 Where multiple Grants are included under one Agreement each Grant must be between the same Parties The Grantee must be the same legal entity e g the same ABN and ACN and the same entity representing the Commonwealth should be providing the Grants 19 Where an additional Grant is added to an existing Agreement the new Grant Details should be treated as a variation to the original Agreement see General Grant Condition 7 20 Managing multiple Grants within a single Agreement can require additional oversight Each Grant and each Activity should be actively managed as there may be an increased risk of issues being overlooked or merged across separate Grants The governance capacity of your entity and the Grantee should be considered before incorporating multiple Grants within a single Agreement Figure 3 The structure of the Low risk Grant Agreement Template Additional Grants Grant Agreement Grant Details Grant Details Introductory Grant Details General Grant Information Conditions Supplementary
54. reement between the Commonwealth represented by the Department of Finance and Joan Citizen July 2014 Department of Finance Page 1 of 6 Contents Grant Agreement GA2012 01 J ninenin eiae aar a eevee 4 Parties to the Agreement iisiciiicccissediciasiducdstaseiteseeiadconisssdanta ceded dedessiaviauterd eissetastavadeaiacaan 4 BaCKBrOUNGl METE E A E a sates von A E E T 4 Scope of this Agreement scrini E E ciate E E a E 4 Grant Details GA2012 01 01 iicsscicsccsssisicisiviadeudsenhiasaavtececbotdedsisavde deatesussndsicasdeuncsaviusnavdas 5 AsP rposeof the Granto er i E E a aa 5 a A EEE T E E 5 C Duration of the Activity ssns s a a a a a iS 5 D Payment of Grant osiers oasis avons aaisa end eea S akpa eaa oki eSEE EEIE 5 E Performance Reporting casion en a e E ia E 5 F Party representatives and address for notices ssssssssoosssssesesesesssssscosesscossssccsssesesese 5 G Supplementary Teri wccenins dcassiecsnedsceeshasscuanwedschsscaseissoutssvesthasecdectatechstcaundscasddunesstacesueds 6 SIBMATUNCS iaece dsrin ree reee ssdecbeciec dees era rE E ET a ai Erao o RE eaaa ies 5 Commonwealth General Grant Conditions ccecccccssssssssseececeeeceececseseeeeeees Schedule 1 July 2014 Department of Finance Page 2 of 6 Grant Agreement GA2013 01 Parties to the Agreement The Grantee Full legal name of Grantee Joan Citizen Legal identity e g individual incorporated Individual
55. reement Template User Guide Department of Finance 92 General Grant Condition 17 requires the Grantee and the Commonwealth to attempt to resolve any disputes by negotiation before initiating any legal proceedings However the requirement to negotiate does not apply to actions relating to termination or urgent litigation 93 Importantly both Parties must continue to perform their respective obligations under the Agreement even where a dispute exists This ensures that unrelated aspects of the Activity are not disrupted during the course of negotiations in relation to a dispute 5 7 How is the Agreement ended early 94 This section deals with some ways the Agreement can be ended before the Completion Date It covers termination and cancellation as well as clauses that survive the end of the Agreement 18 Termination for default The Commonwealth may terminate this Agreement by notice where it reasonably believes the Grantee a has breached this Agreement or b has provided false or misleading statements in their application for the Grant or c has become bankrupt or insolvent entered into a scheme of arrangement with creditors or come under any form of external administration 95 Under General Grant Condition 18 the Commonwealth can terminate the Agreement by notice where the Grantee has breached the Agreement provided false or misleading statements in their application for the Grant or where the Grantee e
56. s nominated bank account into which the Grant is to be paid is Account Name Joan Citizen BSB 121 232 Account Number 121232 0000 E Reporting The Grantee agrees to create the following reports in the form specified and to provide the reports to the Commonwealth representative in accordance with the following A signed statement indicating that the Grant was spent in accordance with this Agreement A copy of the certificate of completion of Helping Individuals Understand the Financial Framework course F Party representatives and address for notices Grantee s representative and address Grantee s representative name Joan Citizen Position Not Applicable Postal physical address es 123 Canberra Street Canberra Act 2600 Business hours telephone 55 555 6666 Mobile 1212 121 121 Fax Not Applicable E mail Joan Citizen email com au July 2014 Department of Finance Page 4 of 6 Commonwealth representative and address Name of representative Public Servant 3702 Position Grant Agreement Manager Postal physical address es John Gorton Building Kind Edward Terrace Parkes ACT 2600 Business hours telephone 55 555 6666 Mobile 1212 323 323 Fax 55 555 7777 E mail 3702 finance gov au The Parties representatives will be responsible for liaison and the day to day management of this Grant as well as accepting and issuing any written notices in rela
57. s on the Grantee when carrying out the Activity as described in the Grant Details see section 4 2 of the user guide 1 Undertaking the Activity The Grantee agrees to undertake the Activity in accordance with this Agreement 57 Under General Grant Condition 1 the Grantee agrees to undertake the Activity according to the Agreement This is the Grantee s main obligation under the Agreement Where the Grantee fails to undertake the Activity in accordance with the Agreement it may trigger some of the other provisions such as withholding payments see General Grant Condition 8 or termination for default see General Grant Condition 18 5 2 How is the relationship governed 58 This section concerns the relationship between the Commonwealth represented by your entity and the Grantee It covers acknowledgements notices the legal relationship between the Parties subcontracting conflict of interest and variations to the Agreement Page 12 of 49 Low risk Grant Agreement Template User Guide Department of Finance 2 Acknowledgements The Grantee agrees to acknowledge the Commonwealth s support in Material published in connection with this Agreement and agrees to use any form of acknowledgment the Commonwealth reasonably specifies 59 General Grant Condition 2 deals with acknowledgements It is common practice for a recipient of an Australian Government grant to acknowledge the Australian Government s suppor
58. s or qualifications Supplementary Term is not included are required for persons undertaking the Activity or particular tasks in the Activity 128 Some grant agreements contain provisions that require specific persons perform specific tasks This is generally inappropriate for low risk grants The template does not contain that type of clause Rather Supplementary Term G8 Relevant qualifications or skills allows you to specify the skills and qualifications that persons undertaking the Activity or parts of the Activity are required to have but without specifying who those persons are Page 32 of 49 Template User Guide Department of Finance 6 9 G9 Activity specific legislation policies and industry standards 129 Supplementary Term G9 Activity specific legislation policies and industry standards allows you to list relevant legislation policy and or industry standards that are particularly relevant to the Activity Although it is not necessary to restate requirements that already exist in law specific grant programs may have policy objectives which are relevant to promote when engaging with the community You should only list G9 Activity specific legislation policies and industry standards legislation policies ou can include any specific legislative or policy reguirements or industry stangards that apply to the and or industry Activity In particular you may wish to c
59. sation for loss of prospective profits or benefits that would 97 General Grant Condition 19 provides that the Commonwealth can cancel the Agreement in limited circumstances even though the Grantee may not have breached its obligations under the Agreement The two circumstances include where there is a change in government policy or where there is a Change in Control of the Grantee which the Commonwealth believes will negatively affect the Grantee s ability to comply with the Agreement It is not expected that this clause would be used very often However there may be situations where it is appropriate for you to cancel a Grant 98 Where a Grantee receives a notice of cancellation under this clause it must stop performing the obligations of the Agreement as specified in the notice and take all available steps to minimise any loss resulting from the cancellation This would include not entering into any new commitments in relation to the Activity 99 Unlike termination for default the Commonwealth will be liable to pay certain amounts to ensure that the Grantee is not unfairly disadvantaged by the decision to cancel the Agreement This includes reimbursing reasonable expenses arising directly from the cancellation What constitutes a reasonable expense will depend on the circumstances However it will not extend to indirect expenses or losses of prospective profits or benefits and cannot exceed the amount of the Grant 100 Cancelli
60. ses of a grant in that state In this situation it is likely that any disputes or other issues would be best dealt with by a court in the state applying the laws of that state such as general contract law or any specific laws relevant to the Activity being undertaken Page 35 of 49 1ent Template User Guide Department of Finance 6 12 G12 Grantee trustee of a Trust 136 Supplementary Term G12 Grantee trustee of a Trust should be included where the Grantee is the trustee of a Trust G12 Grantee trustee ofa Trust You should include this term where the Grantee is a trustee of a Trust You should ensure that the proper name of the Trust is included in the Parties section at the start of this document You should You should include indicate Not Applicable and delete all other highlighted text if this Supplementary Term is not this included Supplementary Not Applicable a Term where the OR Grantee is a trustee of a Trust 137 Trusts can have a variety structures and differing constitutions Similarly the law that applies to Trusts may differ across jurisdictions If you are entering into an Agreement with a Grantee who is the trustee of a Trust and the Grantee has raised any concerns with the inclusion of this clause or has proposed amendments to this clause you should seek legal advice Page 36 of 49 ment Template User Guide Department of Finance 7
61. specified in the Agreement and includes where relevant its officers employees contractors and agents Grant Details means the document titled Grant Details that forms part of an Agreement It describes the purpose of the Grant the details of the Activity to be undertaken and the payments to be made as well as any supplementary terms that apply to the Activity such as specific legislative requirements or industry standards Intellectual Property Rights means all copyright patents registered and unregistered trademarks including service marks registered designs and other rights resulting from intellectual activity other than moral rights under the Copyright Act 1968 Material includes documents equipment software including source code and object code versions goods information and data stored by any means including all copies and extracts of them Party means the Grantee or the Commonwealth Personal Information has the same meaning as in the Privacy Act 1988 Reporting Material means all Material which the Grantee is required to provide to the Commonwealth for reporting purposes as specified in the Grant Details of an Agreement Supplementary Terms means the optional terms contained in item G Supplementary Terms in the Grant Details Page 41 of 49 Attachment A Example Grant Agreement Dae OWS see an 77e 8 ist DASA 5 Australian Government Department of Finance Commonwealth Grant Ag
62. sues with the Grantee s performance of the Agreement should be discussed with the Grantee in a timely manner If a payment is withheld it is important that the Grantee is made aware of the reason and the action the Grantee can take to address the issue This will enable it to be resolved as quickly as possible 9 Spending the Grant 9 1 The Grantee agrees to spend the Grant for the purpose of undertaking the Activity only 9 2 The Grantee agrees to provide a statement signed by the Grantee verifying the Grant was spent in accordance with the Grant Details 74 General Grant Condition 9 1 contains the second main obligation on the Grantee which is to spend the Grant for the purpose of the Activity only It also requires the Grantee to provide a signed statement verifying that the Grant was spent in accordance with the Grant Details Page 16 of 49 15 10 Repayment 10 1 If any of the Grant has been spent other than in accordance with this Agreement or any amount of the Grant is additional to the requirements of the Activity the Grantee agrees to repay that amount to the Commonwealth unless agreed otherwise 10 2 The amount to be repaid under clause 10 1 may be deducted by the Commonwealth from subsequent payments of the Grant 76 77 5 4 78 Ith Low risk Grant Agreement Template User Guide Department of Finance General Grant Condition 9 2 states the default position under the Agreement in re
63. t in grant related material Often the form of the acknowledgement will include the Commonwealth Coat of Arms or the administering entity s logo There may be specific wording that you would like used such as a reference to the grant program under which the Grant is provided 3 Notices 3 1 The Parties agree to notify the other Party of anything reasonably likely to affect the performance of the Activity or otherwise required under this Agreement 3 2 A notice under this Agreement must be in writing signed by the Party giving notice and addressed to the other Party s representative 60 General Grant Condition 3 1 relates to the circumstances and form of notifications under the Agreement It would be impossible to list all the circumstances which are reasonably likely to affect the performance of an Activity However as a guide a change to anything that formed part of an application submission was specifically discussed prior to entering the Agreement or is referenced in the Grant Details would most likely affect the performance of the Activity 61 General Grant Condition 3 2 requires all notices under the Agreement be in writing signed by the Party giving notice and addressed to the other Party s representative as specified in item F Party representatives and address for notices of the Grant Details Notices in writing include electronic communications such as email 62 While notices under General Grant Cond
64. tent of the ambiguity or inconsistency This Agreement represents the Parties entire agreement in relation to each Grant provided under it and the relevant Activity and supersedes all prior representations communications agreements statements and understandings whether oral or in writing Certain information contained in or provided under this Agreement may be used for public reporting purposes July 2014 Department of Finance Page 3 of 6 Grant Details GA2013 01 01 A Purpose of the Grant The purpose of the Grant is to promote understanding of the Commonwealth s financial framework The Grant is being provided as part of the Helping Individuals Understand the Financial Framework course B Activity Attend a session of the Understanding the Financial Framework course during July 2014 Provide a copy of the certificate of completion and a signed statement indicating the Grant was spent in accordance with the Agreement to the Commonwealth within 14 days of completing the course C Duration of the Activity The Activity starts on 1 July 2014 and ends on 30 July 2014 the Completion Date D Payment of Grant The total amount of the Grant is 5000 00 GST incl The Grantee must ensure that the Grant is held in an account in the Grantee s name and which the Grantee controls with an authorised deposit taking institution authorised under the Banking Act 1959 Cth to carry on banking business in Australia The Grantee
65. th Grants Rules and Guidelines when determining what financial acquittal or reporting is required you must have regard to information collected by regulators and available to you Ifa Grantee provides an annual audited financial statement to a regulator then a financial acquittal should not be required except for higher risk grants Where this is the case you should carefully consider whether using the template is appropriate for the proposed grant IMPORTANT If the Activity requires independently audited financial acquittal reports you must include Supplementary Term G4 Audit 50 Independently audited financial acquittal reports can be expensive and you should carefully consider whether they are needed for a low risk grant Where independently audited financial acquittal reports are appropriate due to the nature of the Grant the cost of preparing the report should be factored into the Grant 4 6 Party representatives and address for notices 51 The Parties representatives will be responsible for liaison and the day to day management of the Grant as well as accepting and issuing any written notices see General Grant Condition 3 in relation to the Grant Each person chosen to represent the Parties should have the authority to make decisions with regard to the Agreement 52 These details should be kept up to date for example where there is a change in personnel responsible for managing the Grant In some situat
66. tion to the Grant G Supplementary Terms Not Applicable Signatures Executed as an agreement Commonwealth Signed for and on behalf of the Commonwealth of Australia as represented by the Department of Finance Name print Position print Signature and date Public Servant 3702 Witness Name print Signature and date P MasterMills 1 July 2004 oo cccccccecesecenseeeceeeseees Grantee Full legal name of the Grantee Joan Citizen Signatory Name print Joan Citizen ht tt ol tt ht tt att tt ath tht td ott tat Sie nae Joan Citizen LJuly 2014 cece Witness Name print John Dough eee Signature and date John Dough 1 July 2014 July 2014 Department of Finance Page 5 of 6 Commonwealth General Grant Conditions 1 Undertaking the Activity The Grantee agrees to undertake the Activity in accordance with this Agreement 2 Acknowledgements The Grantee agrees to acknowledge the Commonwealth s support in Material published in connection with this Agreement and agrees to use any form of acknowledgment the Commonwealth reasonably specifies 3 Notices 3 1 The Parties agree to notify the other Party of anything reasonably likely to affect the performance of the Activity or otherwise required under this Agreement 3 2 A notice under this Agreement must be in writing signed by the Party giving notice and addressed to the other Party s representative
67. u have only agreed to provide Material leave OR Not Applicable Not Applicable 133 Itis important to note that not including Supplementary Term G10 Commonwealth material facilities and assistance or failing to include a particular form of assistance in this section does not prohibit you from providing that assistance Rather this Supplementary Term allows you to include any items that may have formed the basis for reaching agreement to undertake the Activity Page 34 of 49 6 11 134 ant Agreement Template User Guide Department of Finance G11 Jurisdiction Supplementary Term G11 Jurisdiction allows you to specify which jurisdiction s law will govern the Agreement This may be appropriate where the Agreement is being used across a variety of states and territories G11 Jurisdiction The following Supplementary Term can be included where it is necessary to specify which law will govern the Agreement For example the State in which the Activity will be undertaken OR 135 It is not uncommon for Commonwealth grant agreements to specify that they are governed by the law of the Australian Capital Territory ACT This may make sense to the entity administering the grant and the drafter of the agreement where they are based in the ACT However it may not be appropriate where the agreement is executed in a state office for the purpo
68. undertaken and successfully completed If the Grant is to be paid in instalments or on the achievement of milestones these should be reflected here see section 4 4 of the user guide 35 Where necessary you should also provide details of anything that is specifically not part of the Activity and therefore not covered by the Grant 36 If the Activity involves preparing reports you should reference them here However do not include the specific details of any reports The actual content of reports should be included at item E Reporting see section 4 5 of the user guide Page 9 of 49 4 3 37 38 4 4 39 40 41 42 43 4 5 44 45 46 C Duration of the Activity In this section you should indicate the date the Activity will start and end the Completion Date Note these could be specified events Be sure the Completion Date takes account of anything the Grantee is required to do as part of the Activity including the preparation and submission of any final reports required under item E Reporting D Payment of the Grant In this section you should include all details regarding payment of the Grant This includes the amount of the Grant and the form and timing of payments such as instalments and linking payments to the achievement of milestones You may wish to include the details of the bank account into which payments will be made to avoid any confusion when it comes ti
69. utions you may wish to include an associated reporting requirement as part of Item E in the If you include this Grant Details You should indicate Not Applicable and delete all other highlighted text if this Supplementary Term is not included clause you must KETASTE clearly set out Other OR Contributions below information You do insert details not have to use this The following table provides an example of how you might specify Other Contributions to the Activity table you can ee Timing delete it and insert aaa another appropriate 7 format 108 Itis not uncommon for the Commonwealth to require a Grantee to secure contributions from other sources as a condition of the Grant For example the Commonwealth may be contributing 50 per cent of the funding for an Activity with the other 50 per cent to be sourced from the Grantee itself or from other organisations such as a state government or a non government organisation 109 Supplement Term G1 Other Contributions provides for the amount source and details of additional funding or in kind contributions to be identified This may be important where for example you consider that without the Grantee obtaining the Other Contributions there is a risk the Grantee will not be able to undertake the Activity In this situation you can monitor whether Other Contributions are being made in a timely m

Commonwealth Low-risk Grant Agreement Template User Guide

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