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ASEFS System Access and Licence AgreementDated

Australian Energy Market Operator Limited (“AEMO”);

and

[Insert Research Body name] (“Research Body”)

Australian Energy Market Operator LtdLevel 22, 530 Collins StreetMELBOURNE VIC 3000TEL: 1300 858 724FAX: 03 9609 8080

Contents

DetailsGeneral terms

1 Interpretation 3

1.1 Definitions1.2 References to certain general terms1.3 Next day1.4 Headings1.5 Recitals

2 AEMO System access 8

2.1 Access Fees2.2 Grant of access to the AEMO System2.3 AEMO IT Security Policy2.4 Authorised Officers of the Research Body2.5 Authorised Users2.6 Availability2.7 Security requirements2.8 Records created by AEMO2.9 Telecommunications and third party software

3 ANEMOS Software and ASEFS Data use 10

3.1 Terms of access3.2 Separate agreements

4 Access to ASEFS Data 11

4.1 ASEFS Data available through the ASEFS System4.2 Request for access4.3 Amending the list of Beneficiaries

5 Invoicing and payment 11

5.1 Payment of fees5.2 Taxes5.3 Evidence of payment5.4 GST

6 Intellectual Property 12

6.1 Reservation of rights6.2 Infringement of third party rights6.3 Infringement Claims6.4 Legal Services Directions6.5 Association with AEMO

7 Confidentiality 13

7.1 Recipient to maintain confidence7.2 Pre-disclosure obligations7.3 Recipient’s responsibility for Representatives’ conduct7.4 Excluded Information7.5 Confidential Information not in public domain7.6 Return, destruction or deletion of Confidential Information

ASEFS System Access and Licence Agreement

8 Injunctive relief 14

9 No reliance 15

9.1 Acknowledgment9.2 No representations or warranties given9.3 Research Body to make its own assessment

10 Liability 15

10.1 AEMO’s Liability10.2 Indemnity

11 Termination 16

11.1 Termination for breach11.2 Termination for convenience

12 Force majeure 17

12.1 Force Majeure Event12.2 Procedure for Force Majeure Events12.3 Termination

13 Disputes 17

13.1 Negotiation13.2 Escalation13.3 Mediation13.4 Appointment of mediator13.5 Termination of mediation13.6 No proceedings

14 National Electricity Law 18

15 Notices and other communications 18

15.1 Form - all communications15.2 Form - communications sent by email15.3 Form - communications via the ASEFS System15.4 Delivery15.5 When effective15.6 When taken to be received15.7 Receipt outside business hours

16 Assignment and novation 19

17 General 20

17.1 Discretion in exercising rights17.2 Partial exercising of rights17.3 No liability for loss17.4 Benefit17.5 Approvals and consents17.6 Remedies cumulative17.7 Variation and waiver17.8 Indemnities17.9 Survival17.10 Counterparts


18 Governing law 21Schedule 1 - Confidential Information

Schedule 2 - Confidentiality Undertaking

Schedule 3 - Solar Farm Data Confidentiality Deed Poll

Schedule 4 - ANEMOS Software Sublicence terms

Schedule 5 - ECMWF Data Sublicence terms

Annexure to Schedule 5 – Form of ECMWF Data Licence

Schedule 6 - Access Fees and Term

Signing page


Details

Parties AEMO and Research Body

AEMO Name Australian Energy Market Operator Limited

ABN 94 072 010 327

Address Level 22530 Collins StreetMELBOURNE VIC 3000

Fax 03 9609 8080

Email [email protected]

Attention Group Manager Legal

AEMO Authorised Officer details

Name of Authorised Officer

Tjaart Van Der Walt

Position held Manager Operational Capability

Address PO Box 2516

MANSFIELD QLD 4122

Email [email protected]

Telephone 07 3347 3017

Fax 07 3347 3200

Research Body Name [insert full name of Research Body]

[Please provide details for inclusion here]

ABN [insert ABN]

Address [insert]

Fax [insert]

Email [insert]

Attention [insert]

Research Body Authorised Officer details

Name of Authorised Officer

[insert]

[Please provide details for inclusion here]

Position held [insert]

Address [insert]

Email [insert]

Telephone [insert]

Fax [insert]

ASEFS System Access and Licence Agreement6 May 2023

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mailto:[email protected]

mailto:[email protected]

Recitals A AEMO, on behalf of the Commonwealth and utilising Commonwealth granted funding, has project managed delivery of:(a) Solar energy forecasting software and systems

(“Australian Solar Energy Forecasting System” or “ASEFS”);

(b) Confidential data provided by solar farms accessible via the ASEFS System (“Solar Farm Data”); and

(c) other data accessible via the ASEFS System, including data provided by the European Centre for Mid-Range Weather Forecasts (“ECMWF”).

B This Agreement sets out the terms on which AEMO will make the ASEFS System and the data available to the Research Body.

C The Research Body requires, and will be granted access to the ASEFS System and to the data, on the terms of this Agreement.

D Access to Solar Farm Data is subject to the terms of the Solar Farm Data Confidentiality Deed Poll contained in Schedule 3, which is entered into between the Research Body and the relevant solar farms directly.

Governing law Victoria

Commencement Date

The date inserted at the top of the signing page of this Agreement


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General terms

1 Interpretation1.1 Definitions

The following words have these meanings in this Agreement unless the contrary intention appears:

Access Fees means the fees described in Schedule 6 payable by the Research Body to AEMO for access to the ASEFS System, the AWEFS System, the ASEFS Data and the AWEFS Data.

AEMO IT Security Policy means AEMO’s Policy 020113 entitled “Market Management Systems Access Policy and Procedure” published from time to time by AEMO on its website at http://www.aemo.com.au/Reports-and-Documents/Policy/Policy-020113-Market-Management-Systems-Access-Policy-and-Pr o cedure in respect of the security arrangements applicable to access to and use of AEMO’s computer systems. AEMO will provide a copy of the AEMO IT Security Policy to the Research Body and will notify the Research Body of any amendments to the policy.

AEMO System means the combination of AEMO’s equipment and software through and by means of which access is granted to the ASEFS System, the ANEMOS Software and the ASEFS Data.

Aggregated Information has the meaning given in the Solar Farm Data Confidentiality Deed Poll.

Agreement means the Details, the General Terms and each of the Schedules, the completed NEMNet Application Form and any document incorporated into this Agreement by reference.

Amount of the Consideration means:

(a) the amount of any payment in connection with a supply; and

(b) in relation to non-monetary consideration in connection with a supply, the GST Exclusive Market Value of that consideration as reasonably determined by the Party making the supply.

ANEMOS Shell means the software of that name that is the central software provided to AEMO by the Vendor and to which AEMO grants access via the AEMO System.

ANEMOS Software means the Software procured under the ANEMOS Software Procurement Agreement that is licensed to the Research Body on the terms of this Agreement.

ANEMOS Software Procurement Agreement means the agreement of that name between AEMO (known then as National Electricity Market Management Company, or NEMMCO) and the Vendor, executed on or around 15 May 2007.

ANEMOS Software Sublicence has the meaning given in clause 3.1(a).Approved Purpose has the meaning given in the Solar Farm Data Confidentiality Deed Poll.

ASEFS Data means any data or information accessed or used by the Research Body through or in connection with its use of the ASEFS System, including the Meteorological Data and the Solar Farm Data, and includes any additional data provided as contemplated by clause 4.

ASEFS System has the meaning given in Recital A.

ASEFS System Software means the Software used to deliver the ASEFS System including any pre-existing material and third party material obtained by AEMO from Overspeed.


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http://www.aemo.com.au/Reports-and-Documents/Policy/Policy-020113-Market-Management-Systems-Access-Policy-and-Procedure

http://www.aemo.com.au/Reports-and-Documents/Policy/Policy-020113-Market-Management-Systems-Access-Policy-and-Procedure

Australian Energy Market means any market in Australia established by or under the authority of a State, Territory or Commonwealth government for the purposes of supplying, receiving, trading, buying, selling, or managing energy.

Authorised Officer means a director or a secretary of a Party or any other person appointed by a Party to act as an authorised officer for the purposes of this Agreement.

Authorised User means a person authorised by the Research Body to access and use the ASEFS System and the ASEFS Data in accordance with this Agreement, and includes any person appointed by the Research Body as an Authorised Officer of the Research Body. Authorised Users must be employees or officers of the Research Body. Third Parties are not permitted to be Authorised Users.

Beneficiary has the meaning given in the Solar Farm Data Confidentiality Deed Poll.

Business Day means a day other than a Saturday, Sunday or public holiday in Canberra, Sydney, Melbourne or Brisbane.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.

Commencement Date means the date of this Agreement as specified in the Details.

Commonwealth means the Commonwealth of Australia including all its administrative departments but excluding any public or private body or agency being separate legal entities.

Confidential Information means all Information disclosed or otherwise made available by AEMO to the Research Body under or in connection with this Agreement, including:

(a) the information specified in Schedule 1;

(b) information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of AEMO or a Licensor;

(c) proprietary or confidential information of a third party to whom AEMO owes an obligation of confidentiality which, either orally or in writing, is designated or indicated as being proprietary or confidential information; and

(d) trade secrets or information that is capable of protection at law as confidential information or is otherwise confidential in nature,

whether the information was:

(a) disclosed orally, in writing or in electronic or machine readable form;

(b) disclosed or created before, on or after the date of this Agreement; or

(c) disclosed by AEMO, by a Licensor, or by any other third party.

Corporations Act means the Corporations Act 2001 (Cwlth).

Details means the section at the beginning of this Agreement headed “Details”.

Documentation means the documentation provided by AEMO in respect of the Software.

ECMWF means the European Centre for Mid-Range Weather Forecasts.

ECMWF Data means the data supplied by ECMWF and provided on the terms of the ECMWF Data Sublicence.

ECMWF Data Sublicence has the meaning given in clause 3.1(c).Excluded Information means Confidential Information that:

(a) is in or becomes part of the public domain otherwise than through a breach of this Agreement or other obligation of confidentiality owed to AEMO, or to a Licensor or other third party;

(b) the Research Body can show was already known to it at the time it was disclosed or otherwise made available by AEMO (unless such knowledge arose


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from disclosure of information in breach of an obligation owed to or by a third party), or was independently derived by the Research Body other than in breach of this Agreement; or

(c) the Research Body acquires from a third party entitled to disclose it.

Force Majeure Event means:

(a) natural disaster, governmental intervention, war, fire, flood, explosion, theft of material items, civil commotion, armed hostilities, act of terrorism, revolution;

(b) blockade, picket, embargo, strike, lock-out, sit-in, “work to rule” or any other industrial or trade dispute to the extent to which those things do not involve employees of the Party claiming relief;

(c) adverse weather or disease; or

(d) any event including any act or omission of any third party (other than a subcontractor) beyond its reasonable control that could not reasonably be planned for or avoided.

General Terms means the section at the beginning of this Agreement headed “General terms”.

Government Agency means any Australian governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

GST means the tax imposed by the GST Act and the related imposition Acts of the Commonwealth.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Exclusive Market Value has the meaning given in the GST Act.

Information means all information regardless of its Material Form, relating to:

(a) the business, technology or other affairs of AEMO or a Licensor; or

(b) any systems, technology, ideas, concepts, know-how, techniques, designs, specifications, blueprints, tracings, diagrams, models, functions, capabilities and designs, (including computer software, manufacturing processes or other information embodied in drawings or specifications), intellectual property or any other information including information of the type described in Schedule 1, owned or used by, or licensed to AEMO or a Related Body Corporate of AEMO.

Input Tax Credit has the meaning given in the GST Act.

Intellectual Property Rights includes all copyright (including rights in relation to phonograms and broadcasts), all rights in relation to inventions (including patent rights), plant varieties, registered and unregistered trademarks (including service marks), designs, circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields but does not include Moral Rights, the rights of performers or rights in relation to Confidential Information.

Licensor means the Vendor, each Solar Farm, each Meteorological Data Provider and any other person providing ASEFS Data.

Loss means any damage, loss, cost or expense (including legal fees on a full indemnity basis).

Material means the subject matter of any category of Intellectual Property Rights as well as documents, equipment, software (including source code and object code versions), goods, information and data stored by any means including all copies and extracts.

Material Form in relation to Information, includes any form (whether visible or not) of storage from which the Information can be reproduced and any form in which the Information is embodied or encoded.


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Meteorological Data means ASEFS Data (other than Solar Farm Data) sourced from a Meteorological Data Provider.

Meteorological Data Provider means any entity providing Meteorological Data that may be made available by AEMO through the ASEFS System on the terms of this agreement.

Moral Rights includes the following rights of an author of copyright Material:

(a) the right of attribution of authorship;

(b) the right of integrity of authorship;

(c) the right not to have authorship falsely attributed.

National Electricity Rules means the statutory rules by that name made in accordance with the NEL.

National Electricity Law or NEL means the law set out in the National Electricity (South Australia) Act 1996 (SA) (Act) and incorporated by statute in each of the participating jurisdictions of the NEM as defined in section 5 of the Act.

NEM means the National Electricity Market as that term is defined in the NEL.

Overspeed means Overspeed Gmbh and Co. KG, of Marie-Curie-Str. 1, D-26129 Oldenburg, Germany.

PC Model means the software provided by the Vendor intended to run on the Research Body’s hardware and that can be used as the base platform to interact with the ANEMOS Shell.

Party means the Research Body or AEMO, and unless a contrary intention appears, a reference to a Party includes all Representatives of the Party.

Permitted Purpose means the purpose of improving and providing better energy forecasts for Australian Energy Markets.

Related Body Corporate has the meaning given in the Corporations Act.

Remote Access means remote access granted by AEMO to the Research Body to enable the Research Body to receive ASEFS Data under this Agreement, subject to the provisions of clause 3.1.

Representative of a Party includes an employee, officer, agent, auditor, adviser, partner, consultant, joint venturer, contractor or sub-contractor of the Party.

Schedule means a schedule to this Agreement.

Software means the PC Model, the ANEMOS Shell and includes the ASEFS System Software provided by the Vendor.

Solar Farm has the meaning given in the Solar Farm Data Confidentiality Deed Poll.

Solar Farm Data has the meaning given in the Solar Farm Data Confidentiality Deed Poll.

Solar Farm Data Confidentiality Deed Poll means the deed poll set out at Schedule 3.

Solar Farm Data Sublicence has the meaning given in clause 3.1(b).

Sublicence has the meaning given in clause 3.1.

Source Code means the high level language computer programs that, when compiled, generate the object and executable program that constitutes the usable software product, and includes make files and other necessary instructions to the compiler and linker.

Taxes means taxes, levies, imposts, charges and duties (including stamp and transaction duties) imposed by any Government Agency, together with any related interest, penalties, fines and expenses in connection with them except if imposed on, or calculated having regard to, the overall net income of AEMO, but excluding GST.

Tax Invoice has the meaning given in the GST Act.

Term means the term specified in paragraph 2 of Schedule 6.


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Third Party means any person that is not an officer or employee of the Research Body and includes contractors, secondees and research students.

Vendor means Overspeed.

1.2 References to certain general termsUnless the contrary intention appears, a reference in this Agreement to:

(a) (variations or replacement) a document (including this Agreement) includes any variation or replacement of it;

(b) (clauses and schedules) a clause or schedule is a reference to a clause in or schedule to this Agreement;

(c) (reference to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d) (law) law means common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);

(e) (singular includes plural) the singular includes the plural and vice versa;

(f) (person) the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any Government Agency;

(g) (executors, administrators, successors) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(h) (two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(i) (jointly and individually) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;

(j) (reference to a group of persons) a group of persons is a reference to any two or more of them jointly and to each of them individually;

(k) (calculation of time) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;

(l) (reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(m) (meaning not limited) the words “include”, “including”, “for example” or “such as”, when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(n) (time of day) time is a reference to Australian Eastern Standard Time, which is Coordinated Universal Time plus 10 hours, without daylight saving; and

(o) (reference to any thing) any thing (including any amount) is a reference to the whole and each part of it.

1.3 Next dayIf an act under this Agreement to be done by a Party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day.

1.4 HeadingsHeadings (including those in brackets at the beginning of paragraphs) are for convenience and do not affect the interpretation of this Agreement.


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1.5 RecitalsThe Recitals appearing in the Details are for background purposes only and are not legally binding provisions of this Agreement.

2 AEMO System access2.1 Access Fees

Access is subject to payment to AEMO of the Access Fees.

2.2 Grant of access to the AEMO System(a) Subject to payment of the Access Fees in accordance with clause 2.2 and

compliance with the AEMO IT Security Policy, AEMO grants, to the Research Body and its Authorised Users, Remote Access for the Term to the AEMO System for the purposes of accessing the ASEFS System, the ANEMOS Software, the ASEFS System Software and the ASEFS Data on the terms of this Agreement.

(b) The Research Body agrees:

(i) that it will only permit access for those of its Authorised Users who, due to the nature of the research or work they are undertaking, have a need for such access; and

(ii) it will terminate the access granted to Authorised Users immediately upon their no longer having a need for such access.

2.3 AEMO IT Security PolicyWhen accessing the AEMO System, the Research Body will comply, and will ensure that each of its Authorised Users complies, with the AEMO IT Security Policy and this Agreement. Any breach by an Authorised User of the AEMO IT Security Policy or of this Agreement will be deemed to be a breach by the Research Body.

2.4 Authorised Officers of the Research Body(a) As at the Commencement Date, the Research Body has appointed the person

identified in the Details as its Authorised Officer.

(b) In the event of a change in its Authorised Officer, the Research Body will promptly notify AEMO of the replacement Authorised Officer’s details in the form specified from time to time by AEMO.

(c) The Research Body agrees that only its Authorised Officers will be permitted access to the ASEFS System for the purposes of:

(i) requesting access to ASEFS Data; and

(ii) agreeing, on behalf of the Research Body, to any additional or varied terms of such access,

as contemplated by clause 4 and clause 2 of the Solar Farm Confidentiality Deed Poll.

(d) The Research Body will be bound by and must act in accordance with any additional or varied terms agreed on its behalf as contemplated by paragraph (c). AEMO and relevant Solar Farms will be entitled to rely on any such agreement made through the ASEFS System, whether or not the person purporting to agree on behalf of the Research Body was in fact an Authorised Officer of the Research Body.

2.5 Authorised UsersThe Research Body will use the ASEFS System or other mechanism as advised by AEMO from time to time to establish and remove each Authorised User who is to have access to the ASEFS System.


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2.6 AvailabilityAEMO will use reasonable commercial endeavours to make the AEMO System and the ASEFS System available for use in accordance with this Agreement, but to the extent permitted by law, excludes all liability to the Research Body for any failure or inability to do so.

2.7 Security requirements(a) The Research Body will protect and keep confidential, and will ensure that

Authorised Users protect and keep confidential, in accordance with applicable AEMO IT Security Policy, all information necessary for access to the ASEFS System, including log in details, passwords and user IDs.

(b) The Research Body will procure that its Authorised Officer manages access for Authorised Users, including by:

(i) restricting access to persons with a bona fide need for such access;

(ii) ensuring that each Authorised User immediately notifies the Authorised Officer of any change in the role of the Authorised User, if the Authorised User is no longer authorised or no longer requires access to the ASEFS System, or if there is any change in the information provided to the Authorised Officer when requesting access; and

(iii) promptly terminating access for persons who cease to be Authorised Users.

(c) The Research Body must ensure that Authorised Users comply with all applicable confidentiality and security requirements.

(d) The Research Body will:

(i) monitor and enforce compliance of Authorised Users with the terms of this Agreement and the AEMO IT Security Policy; and

(ii) procure that Authorised Users do not do or omit to do anything which if done or omitted to be done by the Research Body would be a breach of this Agreement or the AEMO IT Security Policy.

2.8 Records created by AEMO(a) AEMO may from time to time produce reports relating to the Research Body’s

(and its Authorised Users’) use of and access to the AEMO System, the ASEFS System, the ANEMOS Software and the ASEFS Data indicating any of the following:

(i) which software and data has been accessed by the Research Body and its Authorised Users, and when such access occurred;

(ii) requests for access to additional ASEFS Data;

(iii) what additional terms of access and use have been agreed by the Research Body as contemplated by clause 4 and clause 2 of the Solar Farm Data Confidentiality Deed Poll, and when such agreement occurred; and

(iv) the dates and times at which the Parties have made and received communications via the ASEFS System.

(b) The Parties agree that such reports will, in the absence of manifest error, constitute conclusive evidence of the matters referred to in sub-paragraphs (a)(i) to (a)(iv).

(c) AEMO will, on request from the Research Body, provide the Research Body with a copy of any such reports (excluding any information regarding any Third Parties).


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2.9 Telecommunications and third party software(a) The Research Body is responsible for arranging and paying for all of its costs of

connection and ongoing access to the AEMO System, including all telecommunications and data carriage costs and charges, and the costs of any third party software or services required by it for the purposes of such access.

(b) AEMO will provide appropriate technical information and specifications to allow the Research Body to gain access to the AEMO System. The Research Body will ensure that it has access to appropriately qualified technical resources for the purpose of establishing connection.

3 ANEMOS Software and ASEFS Data use3.1 Terms of access

In addition to these General Terms, access to:

(a) the ANEMOS Software and the ASEFS System Software are on the terms of Schedule 4 (“ANEMOS Software Sublicence”);

(b) the Solar Farm Data is on the terms of Schedule 3 (“Solar Farm Data Confidentiality Deed Poll”);

(c) the ECMWF Data is on the terms of Schedule 6 (“ECMWF Data Sublicence”); and

(d) Meteorological Data provided by an Additional Meteorological Data Provider, is on the additional terms agreed in accordance with clause 4,

each a “Sublicence”.

3.2 Separate agreements(a) Each Sublicence is a separate and independent agreement and is separately

terminable under clause 11. In addition, AEMO reserves the right to terminate this Agreement in its entirety in accordance with clause 11.

(b) Where there is any inconsistency between these General Terms and any Sublicence, to the extent of any such inconsistency, the General Terms will prevail over the applicable Sublicence.

4 Access to ASEFS Data4.1 ASEFS Data available through the ASEFS System

The ASEFS Data that is available from time to time will be notified by AEMO through the ASEFS System.

4.2 Request for access(a) If an Authorised User wishes to have access to ASEFS Data, the Authorised

Officer must make a request for access through the ASEFS System.

(b) If the request is for access to Solar Farm Data, the request will be submitted and dealt with in accordance with clause 2 of the Solar Farm Data Confidentiality Deed Poll:

(c) For other ASEFS Data, the Authorised Officer will be notified through the ASEFS System of any additional or varied terms of access that AEMO or the relevant data provider specifies.

(d) If the Authorised Officer agrees to such terms through the ASEFS System, access to the additional data will then be on the terms of this Agreement, as modified by such terms. The date of commencement of such access will be notified to the Authorised Officer by AEMO through the ASEFS System.


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4.3 Amending the list of BeneficiariesThe list of Beneficiaries at Schedule 1 to the Solar Farm Data Confidentiality Deed Poll may be varied in accordance with clause 7 of the Solar Farm Data Confidentiality Deed Poll.

5 Invoicing and payment5.1 Payment of fees

The Research Body will pay to AEMO the Access Fees (and any other sums due from the Research Body to AEMO under or in connection with this Agreement), within 30 days of receipt of a valid Tax Invoice from AEMO.

5.2 TaxesThe Research Body is responsible for all Taxes arising from or relating to this Agreement and must pay:

(a) Taxes imposed on the Research Body, directly to the relevant Government Agency; and

(b) Taxes imposed on AEMO, directly to the relevant Government Agency on behalf of AEMO,

(c) on or before the latest date that the Tax is due for payment without incurring any penalty or additional tax for late payment.

5.3 Evidence of paymentWhere the Research Body pays Taxes imposed on AEMO pursuant to clause 5.2, it must provide to AEMO notification evidencing, to the satisfaction of AEMO, the full and timely payment of the relevant Taxes. Such notice must be provided within 3 days of a payment by the Research Body pursuant to clause 5.2.

5.4 GSTThe Parties agree that:

(a) unless expressly stated otherwise, the consideration specified in this Agreement does not include any amount of GST;

(b) if a supply under this Agreement is subject to GST, and the consideration payable or to be provided for the supply is not expressed to include GST, the Party receiving the supply must pay to the Party making the supply an additional amount equal to the Amount of the Consideration multiplied by the applicable GST rate;

(c) the additional amount is payable at the same time as the consideration for the supply is payable or is to be provided, however the additional amount need not be paid until the Party making the supply gives the Party receiving the supply a Tax Invoice;

(d) if the additional amount differs from the amount of GST payable by the Party making the supply, the Parties must adjust the additional amount; and

(e) if a Party is entitled to be reimbursed or indemnified under this Agreement, the amount to be reimbursed or indemnified does not include any amount for GST for which the Party is entitled to an Input Tax Credit.

6 Intellectual Property6.1 Reservation of rights

The Research Body acknowledges and agrees that other than as expressly provided by this Agreement, the Research Body acquires no right in or licence to any Intellectual Property Rights in connection with the AEMO System, the ASEFS System, the ANEMOS


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Software, the ASEFS System Software or the ASEFS Data, and that AEMO and its third party suppliers (as relevant) retain all such rights.

6.2 Infringement of third party rightsExcept to the extent expressly set out in this Agreement, the Research Body acknowledges and agrees that:

(a) none of AEMO, AEMO’s Representatives or any supplier of software, data or services warrant, represent or undertake, that access to or use of the any of the AEMO System, the ASEFS System, the ANEMOS Software, the ASEFS System Software or the ASEFS Data by the Research Body or by any Authorised User, will not infringe the rights (including the Intellectual Property Rights) of any person; and

(b) to the extent permitted by law, AEMO, AEMO’s Representatives and any supplier of software, data or services disclaim and exclude all liability to the Research Body, to its Representatives and to its Authorised Users, for any Loss suffered or incurred by any of them arising out of or in connection with any claim made by any person alleging that access to or use by the Research Body or by any Authorised User of any of the AEMO System, the ASEFS System, the ANEMOS Software, the ASEFS System Software or the ASEFS Data, infringes the rights (including the Intellectual Property Rights) of any person.

6.3 Infringement ClaimsIf the Research Body or any of its Representatives or Authorised Users become aware of any Claim that access to or use of any of the AEMO System, the ASEFS System, the ANEMOS Software, the ASEFS System Software or the ASEFS Data by the Research Body or by any Authorised User infringes the rights (including the Intellectual Property Rights) of any person, the Research Body:

(a) will promptly notify AEMO of such Claim and will permit AEMO or its nominee to have sole control and conduct of negotiation and settlement of the Claim;

(b) will provide all reasonable assistance required by AEMO or its nominee in the control and conduct of any Claim; and

(c) will not agree to any settlement or compromise of such Claim without AEMO’s express permission (which AEMO may grant or withhold in its absolute discretion).

6.4 Legal Services Directions(a) Where AEMO has sole control and conduct of negotiation and settlement of a

Claim on behalf of the Commonwealth under clause 6.3(a), it will comply with the Commonwealth’s obligation to act as a model litigant.

(b) In paragraph (a), the Commonwealth’s obligations to act as a model litigant are those obligations set out in Appendix B of the Legal Services Directions 2005 made under section 55ZF of the Judiciary Act 1903 (Cth).

6.5 Association with AEMOThe Research Body will not, without AEMO’s permission (which AEMO may grant or withhold in its absolute discretion), use AEMO’s name or any trade mark of AEMO, or the name or trade mark of the Vendor or of any provider of ASEFS Data, or otherwise represent that it has any association or relationship with AEMO, with the Vendor, or with any provider of ASEFS Data.

7 Confidentiality7.1 Recipient to maintain confidence

The Research Body agrees to:

(a) maintain the confidential nature of the Confidential Information;


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(b) not disclose or otherwise provide any Confidential Information to any person except:

(i) in accordance with clause 7.2;

(ii) if required to do so by law or in connection with legal proceedings relating to this Deed Poll; or

(iii) with the consent of AEMO;

(c) not use, disclose or reproduce any Confidential Information for any purpose other than for purposes expressly permitted under this Agreement;

(d) establish and maintain effective security measures to safeguard the Confidential Information from unauthorised access, use, copying or disclosure and use the same degree of care a prudent person would use to protect that person’s confidential information; and

(e) immediately notify AEMO of any potential, suspected or actual breach of this Agreement.

7.2 Pre-disclosure obligationsBefore disclosing any Confidential Information for any permitted purpose to any of its Authorised Users, the Research Body must:

(a) inform AEMO of the name and title of those Authorised Users to whom it is to be disclosed;

(b) ensure that each Authorised User is made fully aware of the confidential nature of all Confidential Information and the terms of this Agreement; and

(c) if requested by AEMO, cause each of those Representatives that the Research Body is required to identify under paragraph (a) to sign a confidentiality undertaking in favour of AEMO in the form set out in Schedule 2; and

(d) deliver each of the signed confidentiality undertakings to AEMO.

7.3 Recipient’s responsibility for Representatives’ conductThe Research Body must procure that its Representatives do not do or omit to do anything which:

(a) if done or omitted to be done by the Research Body, would be a breach of the Research Body’s obligations under this Agreement or an obligation of confidence owed to AEMO or to a Licensor; or

(b) may cause any of the Research Body’s Representatives to be in breach of a confidentiality undertaking which is required to be given or has been given under clause 7.2(c).

7.4 Excluded InformationClauses 7.1, 7.2 and 7.6 do not apply to the Excluded Information.

7.5 Confidential Information not in public domainThe Parties acknowledge that Confidential Information is not regarded as being in the public domain by reason only of the fact that some portion of it is public or that information is publicly available which, together with other information, could be used to produce any Confidential Information.

7.6 Return, destruction or deletion of Confidential InformationThe Research Body must (at its own expense):

(a) return by delivering to AEMO or its nominee (or, at the option and direction of AEMO, destroy) all documents and other materials in any medium which contain or refer to any Confidential Information (whether or not those documents and other materials were created by AEMO or by a Licensor) and which are in the


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possession, power or control of the Research Body or any of its Representatives; and

(b) delete any Confidential Information that has been entered into a computer, database or other electronic means of data or information storage by the Research Body or any of its Representatives,

on the earlier of:

(c) demand by AEMO;

(d) termination of this Agreement or any Sublicence; or

(e) the time the Confidential information is no longer required for purposes permitted under this Agreement.

8 Injunctive reliefThe Research Body acknowledges and agrees that:

(a) the Confidential Information constitutes valuable and proprietary information of:

(i) AEMO and its creation or acquisition involved expenditure, time and effort on the part of AEMO; or

(ii) a Licensor or any other third party to which AEMO owes an obligation of confidence;

(b) damages are not a sufficient remedy for AEMO for any breach of this Agreement; and

(c) AEMO is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by the Research Body or by any of its Representatives, in addition to any other remedies available to it at law.

9 No reliance9.1 Acknowledgment

The Research Body acknowledges and agrees that:

(a) neither AEMO nor its Representatives give any assurances as to the degree of care or diligence used in compiling or preparing the Confidential Information; and

(b) this Agreement does not grant to the Research Body or its Representatives any licence or other right in relation to the Confidential Information except as expressly provided in this Agreement.

9.2 No representations or warranties givenThe Research Body acknowledges that neither AEMO nor any of its Representatives:

(a) has made nor makes any representation or warranty, express or implied, as to the accuracy, content or completeness of any Confidential Information;

(b) is under any obligation:

(i) to notify the Research Body; or

(ii) to provide any further information to the Research Body,

if AEMO becomes aware of any inaccuracy, incompleteness or change in the Confidential Information; or

(c) has made nor makes any representation or warranty, express or implied, that the Confidential Information does not infringe the Intellectual Property Rights or any other right of any person.


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9.3 Research Body to make its own assessmentThe Research Body agrees and acknowledges that it must make its own assessment of all Confidential Information and satisfy itself as to its accuracy, content, and completeness.

10 Liability10.1 AEMO’s Liability

The Research Body acknowledges and agrees that:

(a) the Software and the Documentation have been provided to AEMO (or to the Commonwealth) by the Vendor.

(b) the ASEFS Data has been provided to AEMO (or to the Commonwealth) by the relevant data providers under an agreement with AEMO or the Commonwealth;

(c) AEMO provides access for the Research Body to the Software, the Documentation and the ASEFS Data on a pass-through and no-liability basis, and that accordingly, to the extent permitted by law:

(i) AEMO excludes all liability to the Research Body arising out of or in connection with this Agreement, however such liability may arise, whether in breach of contract, tort (including negligence), under any statute, or otherwise; and

(ii) AEMO excludes all warranties, express or implied in relation to the ASEFS System, the Software, the Documentation and the ASEFS Data, including warranties as to fitness for purpose or due care and skill; and

(d) AEMO does not warrant that the Software or access to the ASEFS System or ASEFS Data will:

(i) be uninterrupted or fault free;

(ii) provide specific results or otherwise meet the Research Body’s requirements; or

(iii) be free from computer viruses or malware.

10.2 Indemnity(a) The Research Body indemnifies AEMO and its Representatives against all

liability or Loss in relation to, in connection with or as a result of:

(i) any breach by the Research Body of this Agreement;

(ii) any act or omission by any of its Representatives that, if done or omitted to be done by the Research Body, would be a breach of the Research Body’s obligations under this Agreement or an obligation of confidence owed to AEMO or to any Licensor;

(iii) any breach by a Representative of the Research Body of a confidentiality undertaking that is required to be given or has been given under clause 7.2(c);

(iv) any Claim made against AEMO or a Solar Farm by the Research Body (or any of its Representatives) alleging or involving an allegation that the Research Body is not legally bound by varied or amended terms agreed by any person through the ASEFS System as contemplated by clause 2.4(c); or

(v) any Claim made against AEMO by an Authorised User arising out of or in connection with use of the ASEFS System, the Software, the Documentation, the ASEFS Data or the AEMO System pursuant to this Agreement.


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(b) The Research Body’s liability to indemnify AEMO and its Representatives under paragraph (a) will be reduced proportionately to the extent that any act or omission of AEMO (or its Representatives) contributed to the relevant liability or Loss.

11 Termination11.1 Termination for breach

AEMO may terminate this Agreement, any one or more of the Sublicences, or access to the ASEFS System and AEMO’s systems and services immediately by giving notice if the Research Body:

(a) is in breach of a material obligation under this Agreement or under a Sublicence and:

(i) the breach is not capable of being remedied; or

(ii) if the breach is capable of being remedied, and the Research Body has failed to remedy the breach within 28 days of receiving a notice from AEMO requiring it to do so; or

(b) fails to comply with the AEMO IT Security Policy in force from time to time within 28 days of receiving a notice from AEMO requiring it to do so.

11.2 Termination for convenienceEither Party may at any time terminate this Agreement, any one or more of the Sublicences, or access to the ASEFS System or the AEMO System by giving the other Party 28 days’ notice.

12 Force majeure12.1 Force Majeure Event

Neither Party will be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent to which such delay or non-performance arises from any Force Majeure Event.

12.2 Procedure for Force Majeure EventsA Party whose performance under this Agreement is affected by a Force Majeure Event must:

(a) promptly notify the other Party of the Force Majeure Event and the cause and the likely duration of any consequential delay or non-performance of its obligations; and

(b) use all reasonable endeavours to avoid or mitigate the effect of the event on the other Party and the performance of the affected Party’s obligations and resume full performance of its obligations as soon as reasonably possible, at no cost to the other Party.

12.3 TerminationIf a Force Majeure Event affecting a Party’s performance of its obligations under this Agreement continues for a period of 20 Business Days or more, the other Party may by notice to the affected Party terminate this Agreement.

13 Disputes13.1 Negotiation

(a) A Party (“Initiating Party”) claiming that a dispute has arisen must give the other Party (“Recipient Party”) a notice setting out brief details of the dispute (“Dispute Notice”). Within 5 Business Days of service of a Dispute Notice, the


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Recipient Party must give the Initiating Party a notice setting out brief details of the Recipient Party’s position on the dispute (“Reply Notice”).

(b) If Dispute and Reply Notices are given, the Authorised Officers for each Party will enter into good faith discussions with the objective of settling the dispute. At least one meeting of these Authorised Officers must take place within 10 Business Days of service of a Reply Notice.

13.2 Escalation(a) If the dispute is not resolved in accordance with clause 13.1, either Party may,

by notice, escalate the dispute to the following senior representatives of each Party for resolution:

(i) for AEMO: Group Manager Forecasting and Connections; and

(ii) for the Research Body: [insert position].

(b) The senior representatives of each Party will be provided with any Dispute Notice and Reply Notice served under clause 13.1. If it wishes to do so, the Initiating Party may serve an additional notice setting out further brief details of the dispute (“Further Dispute Notice”), but must do so no later than 10 Business Days before any meeting of the senior representatives. No later than 5 Business Days before such meeting, the Recipient Party may give the Initiating Party a notice setting out brief details of the Recipient Party’s position on matters raised in the additional notice (“Further Reply Notice”).

(c) If Dispute and Reply Notices (or Further Dispute and Reply Notices) are given, the senior representatives specified in paragraph (a) will enter into good faith discussions with the objective of settling the dispute. At least one meeting of these senior representatives must take place within 25 Business Days of service of the notice of escalation under paragraph (a).

13.3 MediationIf the dispute is not resolved in accordance with clauses 13.1 and 13.2, the Parties may agree to submit the dispute to mediation in accordance with the Australian Commercial Disputes Centre (ACDC) Guidelines for Commercial Agreement. Such mediation will be conducted in Melbourne, Australia.

13.4 Appointment of mediatorThe Parties will agree on the appointment of mediator. If the Parties do not agree on the mediator to be appointed within 10 Business Days of either Party referring the Dispute to mediation, the mediator is to be appointed by the Australian Commercial Disputes Centre (ACDC) in accordance with the ACDC Guidelines.

13.5 Termination of mediationThe mediation process will terminate within 30 days of the appointment of the mediator, upon which either Party will be entitled to proceed to take whatever action it sees fit in connection with the dispute, including commencing litigation.

13.6 No proceedings(a) Except in cases where it seeks urgent interlocutory relief, each Party agrees that

it will not commence any legal proceedings or take any other action in relation to the dispute, without first following the procedures set out in clauses 13.1 to 13.5.

(b) Nothing in clause 13 will prevent a Party from exercising any of its other rights under this Agreement, including a right of termination.


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14 National Electricity LawThis Agreement does not vary or exclude the operation of section 119, 120 or 120A of the National Electricity Law.

15 Notices and other communications15.1 Form - all communications

Unless expressly stated otherwise in this Agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this Agreement must be:

(a) in writing;

(b) signed by an Authorised Officer of the sender; and

(c) marked for the attention of the person identified in the Details or, if the Research Body has notified otherwise, marked for attention in the way last notified.

15.2 Form - communications sent by email(a) Communications sent by email need not be marked for attention in the way

stated in clause 15.1, however, the email must state the first and last name of the sender.

(b) Communications sent by email are taken to be signed by the named sender.

15.3 Form - communications via the ASEFS System(a) Communications sent via the ASEFS System need not be marked for attention in

the way stated in clause 15.1.

(b) Communications sent via the ASEFS System are taken to be signed by a Party’s Authorised Officer.

15.4 DeliveryCommunications must be:

(a) left at the address set out or referred to in the Details;

(b) sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Details;

(c) sent by fax to the fax number set out or referred to in the Details;

(d) sent by email to the address set out or referred to in the Details;

(e) sent via the ASEFS System as permitted by this Agreement; or

(f) given in any other way permitted by law.

If the intended recipient has notified a changed address, fax number or email address, communications must be to that address, fax number or email address.

15.5 When effectiveCommunications take effect from the time they are received or taken to be received under clause 15.6 (whichever happens first) unless a later time is specified.

15.6 When taken to be receivedCommunications are taken to be received:

(a) if sent by post, three days after posting (or seven days after posting if sent from one country to another);

(b) if sent by fax, at the time shown in the transmission report as the time that the whole fax was sent;

(c) if sent by email:


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(i) when the sender receives an automated message confirming delivery; or

(ii) four hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered,

whichever happens first; or

(d) if sent via the ASEFS System, are taken to be received on the date and at the time recorded by the ASEFS System.

15.7 Receipt outside business hoursDespite clauses 15.5 and 15.6, if communications are received or taken to be received under clause 15.6 after 5.00pm in the place of receipt or on a non-Business Day, they are taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.

16 Assignment and novation(a) The Research Body must not assign or novate or otherwise deal with its rights

and obligations under this Agreement or allow any interest in them to arise or be varied in each case, without the consent of AEMO which may be given or withheld in its absolute discretion.

(b) AEMO may at any time assign or novate or otherwise deal with its rights and obligations under this Agreement or allow any interest in them to arise or be varied in each case, without the consent of the Research Body.

17 General17.1 Discretion in exercising rights

A Party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this Agreement expressly states otherwise.

17.2 Partial exercising of rightsIf a Party does not exercise a right or remedy fully or at a given time, the Party may still exercise it later.

17.3 No liability for lossA Party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this Agreement.

17.4 BenefitThe Research Body agrees that the undertakings in this Agreement are given for the benefit of, and are enforceable by, AEMO and any of its current or future Representatives even though the Representative is not a Party to this Agreement.

17.5 Approvals and consentsBy giving its approval or consent a Party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

17.6 Remedies cumulativeThe rights and remedies provided in this Agreement are in addition to other rights and remedies given by law independently of this Agreement.


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17.7 Variation and waiverA provision of this Agreement, or a right created under it, must not be waived or varied except in writing, signed by the Party or parties to be bound.

17.8 IndemnitiesThe indemnities in this Agreement are continuing obligations, independent from the other obligations of the parties under this Agreement and continue after this Agreement ends. It is not necessary for a Party to incur expense or make payment before enforcing a right or indemnity under this Agreement.

17.9 SurvivalFollowing expiry or termination (for whatever reason) of this Agreement, any clauses which by their nature survive such expiry or termination will survive, including the following:

(a) clause 7 (Confidentiality);

(b) clause 8 (Injunctive relief);

(c) clause 9 (No reliance); and

(d) clause 10 (Liability).

17.10 CounterpartsThis Agreement may be executed in counterparts. All counterparts when taken together are to be taken to constitute one instrument.

18 Governing lawThis Agreement is governed by the law in force in the place specified in the Details. Each Party submits to the exclusive jurisdiction of the courts of that place.

EXECUTED as an agreement


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Schedule 1 - Confidential Information

(a) Any information about the business of AEMO, Vendor or a Solar Farm that is disclosed to or learnt by the Research Body under or in connection with this Agreement.

(b) Any information provided by AEMO that is marked or indicated as being confidential.

(c) The ANEMOS Software (including Source Code) and Documentation.

(d) All ASEFS Data.

(e) The ASEFS System Software (including Source Code) and Documentation.


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Schedule 2 - Confidentiality Undertaking

Deed Poll

#insert name of person giving undertaking#

#insert full name#

Agreement The agreement entitled “ASEFS System Access and Licence Agreement” between AEMO and [Research Body] dated [insert date].

Date of deed poll See Signing page

BY THIS DEED POLL [insert name of person giving undertaking], acknowledges and agrees for the benefit of AEMO (being a party to the Agreement described above) and its Representatives (as described in the Agreement) (in this deed poll, the “Beneficiaries”):

(a) that I have read and agree to abide by the obligations of the Research Body and its Representatives (as described in the Agreement) under the Agreement;

(b) to maintain the confidential nature of the Confidential Information;

(c) to not, without the prior written consent of AEMO, disclose any Confidential Information to any person other than to the Recipient and those of the Recipient’s Representatives who have entered into an undertaking in this form, and to not use or reproduce any Confidential Information for any purpose other than as permitted by the Agreement;

(d) that damages are not a sufficient remedy for the Beneficiaries in connection with any breach of this deed poll, and that the Beneficiaries are entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by me, in addition to any other remedies available to the Beneficiaries at law or in equity;

(e) that the return of the documents and other materials or the retention of documents and other materials as may be required by AEMO under clause 7.5 (Return, destruction or deletion of Confidential Information) under the Agreement does not release me from my obligations under this deed poll;

(f) that this deed poll is made for the benefit of and is enforceable by the Beneficiaries and that this deed poll is to be delivered by the Research Body to AEMO; and

(g) obligations to maintain the confidential nature of the Confidential Information do not apply to Excluded Information (as described in the Agreement).

The “Interpretation” clause of the Agreement applies to this deed poll as if it were fully set out in this deed poll.

This deed poll does not place any greater obligations on the [insert name of person giving undertaking] than the Agreement places on the Research Body and its Representatives.

EXECUTED as a deed poll


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Schedule 3 - Solar Farm Data Confidentiality Deed Poll

A copy of this Deed Poll will be provided by AEMO upon request by the Research Body.


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Schedule 4 - ANEMOS Software Sublicence terms

1 Grant of Sublicence1.1 PC Model

(a) With effect from the Commencement Date, AEMO grants to the Research Body for the Term a non-exclusive sublicence to operate and use the PC Model and Documentation in Australia on any Research Body hardware, or in any Research Body data centre, for the Permitted Purpose.

(b) The Research Body may use the Source Code to the PC Model only for the purpose of maintaining the PC Model.

(c) The Research Body agrees that it will not do or omit to do anything that causes the PC Model to become freeware.

1.2 ANEMOS Shell(a) With effect from the Commencement Date, and subject to the Research Body’s

compliance with the AEMO IT Security Policy in force from time to time, AEMO grants to the Research Body for the Term a non-exclusive right to access and use the ANEMOS Shell, using AEMO’s servers, for the Permitted Purpose.

(b) The Research Body is not permitted to download, copy, or reproduce any part of the Software (except the PC Model, and then only as expressly provided in paragraph 1.1 of this Schedule 4).

1.3 ANEMOS Shell Source CodeAEMO does not grant any right of access to the ANEMOS Shell Source Code to the Research Body.

1.4 ASEFS Source Code and ASEFS System Software(a) AEMO does not grant to the Research Body any right of access to the ASEFS

System Software or any Source Code for such Software.

(b) The Research Body is not permitted to download, copy, or reproduce any part of the ASEFS System Software.

2 Modifications and Improvements(a) If the Research Body develops a modification to or improvement of the PC

Model, the Research Body:

(i) will own the Intellectual Property Rights developed in respect of the modification or improvement; and

(ii) must notify the Vendor of the references, dates of publication, thesis and a summary or abstract of information whether public, confidential, or proprietary regarding the modification and improvement, together with a non-binding indication as to the nature of the Intellectual Property Rights developed by the Research Body, including whether they consist of copyright or patent rights.

(b) Disclosures under paragraph 2.1(a)(ii) of this Schedule 4 will be under a confidentiality agreement between the Research Body and the Vendor to be established to protect confidential disclosure. The Vendor will have a perpetual right to use the proprietary information on a free-of-charge, non-exclusive, non-transferable basis solely for internal review purposes related to warranty, system performance and the development of research strategies or plans.

(c) Upon the Vendor’s request, the Research Body may agree to communicate additional confidential or proprietary information regarding any modification or


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improvement developed by it subject to agreement between it and the Vendor on the terms of disclosure, including as to:

(i) confidentiality;

(ii) a grant to the Vendor of a perpetual right to use the information on a free of charge, non-exclusive, non-transferable basis solely for internal review purposes related to warranty, system performance and the development of research strategies or plans or for any other agreed purpose; and

(iii) the Vendor assuming all risks and responsibility for such use on a “hold harmless” basis to the Research Body.

(d) Any use of the information by the Vendor for Vendor research and internal use, along with any disclosure by the Vendor to third parties or commercialisation shall be agreed with the Research Body on a case by case basis.

3 Additional restrictions3.1 Commercialisation

The Research Body must not, and must not allow any user, operator or any other person having access by any means to any part of the Software to:

(a) sell, commercialise or otherwise make a commercial exploitation of the Software;

(b) release Source Code or any other Intellectual Property Rights of the Vendor to a third party;

(c) resell, transfer by any means, novate, with or without consideration, or sub-license or use Source Code and Intellectual Property Rights for other purposes or for commercial purposes.

3.2 Reverse engineeringTo the extent permitted by law, the Research Body must not reverse assemble, reverse compile or create derivative programs or directly or indirectly allow or cause a third party to reverse assemble, reverse compile or create derivative programs of the Software.

3.3 Protection of software(a) The Research Body acknowledges that the Vendor has expended substantial

sums and devoted substantial resources in developing and marketing the Software and has proprietary interests in it in addition to the rights and interests of third parties. The Vendor may suffer irreparable loss or damage if the Software or the confidential concepts or ideas embodied in it were made available to unauthorised persons.

(b) The Research Body must secure and protect those proprietary interests by preventing unauthorised disclosure of or access to the Software. If an unauthorised third party gains access to the Software due to the Research Body’s breach of this Agreement or its negligence, the Research Body will, at no cost to AEMO or to the Vendor:

(i) take action to stop the unauthorised access;

(ii) take action to recover the disclosed Software and to restore the Vendor’s proprietary rights;

(iii) take appropriate legal action, including for the purpose of recovering damages. The Research Body may conduct and control such legal action, and if it does so, will do so at its own cost, risk and benefits. AEMO may assist and support the Research Body on the Research Body’s request and at the Research Body’s expense. Where the Research Body conducts and controls the legal action, it will not settle any claim, lawsuit or proceeding without AEMO’s prior approval. Where the Research Body is not legally authorised to take legal action against


25

the unauthorised third party, or fails to take appropriate action, AEMO (or the Vendor) shall conduct and control such legal action at the Research Body’s cost and expense. The Research Body must assist and support AEMO or the Vendor (as the case may be) in the legal action at the Research Body’s expense.

(c) If any unauthorised use is made of the Software and the use is attributable to the act or default of the Research Body, the Research Body shall be liable to pay to AEMO (or, at AEMO’s direction, to the Vendor) an amount equal to the reasonable commercial fees or charges the Vendor would have been entitled to, had the Vendor (or AEMO on the Vendor’s behalf) granted a licence to the unauthorised user at the beginning of the period of unauthorised use.

(d) The Research Body agrees that if AEMO is liable to pay to the Vendor any charges as a result of breach by the Research Body of this Agreement, the Research Body will pay to AEMO the amount AEMO is liable to pay to the Vendor.

3.4 Informing the VendorThe Research Body acknowledges that AEMO is required to inform the Vendor in writing of any grant of sublicence and agrees that AEMO may so inform the Vendor.

3.5 Patent rights(a) The Research Body will inform AEMO and the Vendor in writing of, and provide

relevant details related to, the filing of any patent generated by the Research Body pursuant to the grant of rights under this Agreement and undertakes not to file such patent to the extent it includes the Intellectual Property Rights granted under this Agreement.

(b) The Research Body acknowledges that AEMO is required to inform the Vendor in writing of any filing of patent rights and agrees that AEMO may so inform the Vendor.


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Schedule 5 - ECMWF Data Sublicence terms

1 Sublicence terms1.1 Direct agreement with the licensor

(a) Before being granted access to the ECMWF Data, the Research Body must enter into a data licence agreement directly with the licensor of the data, European Centre for Medium-Range Weather Forecasts (“ECMWF”) on terms to be agreed directly with ECMWF (“ECMWF Data Licence”) and provide a copy of the ECMWF Data Licence to AEMO.

(b) As at the Commencement Date, AEMO is advised by ECMWF that the ECMWF Data Licence terms will be substantially in the form of the licence attached at the Annexure to this Schedule 5. The terms of the ECMWF Data Licence are subject to alteration by ECMWF without notice. Provision of the sample licence form is not in any way intended to bind AEMO, the Research Body, or ECMWF in respect of the provision of ECWMF Data on such terms.

(c) The contact details for ECMWF are as follows:

Christophe Seynaeve Data Services Account Manager European Centre for Medium-Range Weather Forecasts (ECMWF) Email: [email protected] Telephone: (+44) 118 9499 430 Fax: (+44) 118 9869 450 Web: http://www.ecmwf.int/products/data/ FAQ: http://www.ecmwf.int/products/data/archive/data_faq.html

1.2 Supply of dataAEMO will provide access to the ECMWF Data through AEMO’s Systems after a copy of the executed ECMWF Data Licence has been provided to AEMO.

1.3 Compliance & access to dataThe Research Body must comply with the terms of the ECMWF Data Licence, including payment of any fees required by ECMWF. AEMO may terminate access to the relevant data if ECMWF notifies AEMO of a breach or non-payment of fees by the Research Body.

2 Sublicence fees2.1 Fees

Any fees must be negotiated between ECMWF and the Research Body and paid by the Research Body.

2.2 Payment of feesPayment of the any fees due to ECMWF must be made by the Research Body to ECMWF direct.


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Annexure to Schedule 5 – Form of ECMWF Data Licence


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Schedule 6 - Access Fees and Term

1 Access Fees(a) Access Fees payable under this Agreement are as follows:

Entitlement Bandwidth and Capacity

Annual Access Fee

VPN Connection

1 VPN Connection

Bandwidth: up to 128kb/sCapacity: up to 100GB per Year

$1,000 per Year excluding GST (includes 1 access token)

(b) Access Fees are payable annually in advance.

(c) The first annual Access Fee will be paid on the date of signing of this Agreement. Subsequent annual Access Fees must be paid to AEMO at least 30 days before each anniversary of the Commencement Date.

(d) Access Fees are subject to review and change after the first anniversary of the Commencement Date. AEMO must notify the Research Body at least 2 months prior to an anniversary of the Commencement Date if the Access Fees are to be amended.

2 Term(a) The initial term of this Agreement is one Year.

(b) This Agreement then continues for further consecutive periods of twelve months each.

(c) If Access Fees are not paid in accordance with paragraph 1 of this Schedule 6, AEMO may either:

(i) suspend access to the ASEFS System and the AEMO System until the Access Fees for the relevant twelve month period are paid; or

(ii) terminate this Agreement in accordance with clause 11.1(a)(ii).(d) In this Schedule 6, “Year” means twelve months from the Commencement Date.

(e) Access to the ASEFS System and to the AEMO System may be suspended if the capacity limit specified above in paragraph 1(a) of this Schedule 6 is reached.

(f) Additional capacity in units of 100GB may be purchased. The price of such 100GB unit or additional capacity will be equivalent to the Annual Access Fee payable for the first 100GB unit, ie, capacity of 200GB per annum will cost $2000 per Year; 300GB $3000 per Year, etc.


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Signing page

DATED:______________________

SIGNED for and on behalf of the AUSTRALIAN ENERGY MARKET OPERATOR LIMITED by an authorised officer in the presence of:

......................................................................Signature of witness

......................................................................Name of witness (block letters)

))))))))))))

......................................................................Signature of officer

......................................................................Name of officer (block letters)

......................................................................Office held

SIGNED for and on behalf of the [RESEARCH BODY] by an authorised officer in the presence of:

......................................................................Signature of witness

......................................................................Name of witness (block letters)

))))))))))))

......................................................................Signature of officer

......................................................................Name of officer (block letters)

......................................................................Office held


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