Common use of LIABILITY, INDEMNITY AND INSURANCE Clause in Contracts

LIABILITY, INDEMNITY AND INSURANCE. The Training Provider is solely responsible for carrying out its obligations under this Contract and the Department is in no way liable for the actions of the Training Provider or the Training Provider Personnel. The Training Provider releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the Training Provider or the Training Provider Personnel arising from or in connection with the Department's exercise (or purported exercise in good faith) of its rights, powers and functions under this Contract, including termination of this Contract under Clause 17. To the maximum extent permitted by Xxx, the Training Provider indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.3) from and against all Loss which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with: the provision of, or failure to provide, Training Services by or on behalf of the Training Provider; any act or omission of the Training Provider, its officers, employees, agents or subcontractors in connection with this Contract, the Funds or the provision of the Training Services; any breach by the Training Provider of any obligation under this Contract (including breach of any warranty given under this Contract, and whether or not the breach is a Material Breach) or at Law; any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the Training Provider or any Training Provider Personnel as a result of the provision of the Training Services or otherwise in connection with this Contract; the loss of, or damage to, any property (including property of the Department) or data as a result of the provision of the Training Services or otherwise in connection with this Contract; the death of, disease or injury to any person as a result of the provision of the Training Services or otherwise in connection with this Contract; any infringement, or alleged infringement, of any Intellectual Property Rights by the Training Provider or any Training Provider Personnel that occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with this Contract; or the Training Provider suspending or otherwise ceasing to deliver the Training Services for any Skills First Student before their completion or withdrawal from a program, including as a result of the Training Provider having a liquidator appointed to it. Loss incurred by the Department in this instance includes Loss incurred as a result of the Department taking steps to assist Skills First Students to transfer to another registered training organisation to continue the training they commenced under this Contract, and may include funding the delivery of that training by that other registered training organisation. The Training Provider's liability to indemnify the Department under Clause 13.3 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant Loss or Claim. The Department will not have any liability to the Training Provider for any indirect, special or consequential Loss arising out of breach of this Contract. The Training Provider must, at its own expense: take out (with reputable insurers) all appropriate insurances at an adequate level to cover the provision of the Training Services and any risk, loss or damage arising out of or caused by the performance of those Training Services. This must include workers compensation insurance as required by Law and public liability (of not less than $20 million per event), professional liability and indemnity, and property insurances; maintain each such insurance policy throughout the Term and (in the case of insurances taken out on a claims made basis) for seven years after the expiry of the Term; and comply with insurance requirements, including conducting and improving relevant risk management practices and incident notification processes, and not do any thing to jeopardise indemnity under an insurance policy. The Training Provider must: provide the Department upon request copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintained; and immediately notify the Department via the SVTS if any insurance is cancelled, any insurance details change or an insurer refuses to indemnify it.

LIABILITY, INDEMNITY AND INSURANCE. The Training Provider warrants and represents that: the contents of all materials that the Training Provider submitted to the Department in the course of its application to become eligible for funding through the Skills First Program were and remain true and correct and do not contain any misrepresentations or omissions (including in relation to the Training Provider's ability to comply with its obligations under this VET Funding Contract); and it has not withheld from the Department any document, information or other fact material to the decision of the Department to enter into this VET Funding Contract with the Training Provider. The Training Provider acknowledges that it is solely responsible for carrying out its obligations under this VET Funding Contract and that the Department is in no way liable for the actions of the Training Provider or the Training Provider Personnel. The Training Provider releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the Training Provider or the Training Provider Personnel arising from or in connection with the Department's exercise (or purported exercise in good faith) of its rights, powers and functions under this VET Funding Contract, including termination of this VET Funding Contract under Clause 1718. To the maximum extent permitted by Xxx, the Training Provider indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.314.4) from and against all Loss which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with: the provision of, or failure to provide, Training Services by or on behalf of the Training Provider; any act or omission of the Training Provider, its officers, employees, agents or subcontractors in connection with this VET Funding Contract, the Funds or the provision of the Training Services; any breach by the Training Provider of any obligation under this VET Funding Contract (including breach of any warranty given under this Contract, VET Funding Contract and whether or not the breach is a Material Breach) or at Law; any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the Training Provider Provider, its officers, employees, agents, or any Training Provider Personnel subcontractors as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the loss of, or damage to, any property (including property of the Department) or data as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the death of, disease or injury to any person as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; any infringement, or alleged infringement, of any an Intellectual Property Rights right by the Training Provider Provider, its officers, employees, agents or any Training Provider Personnel that subcontractors where the infringement or alleged infringement occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; or the Training Provider suspending delivery of the Training Services in respect of any Eligible Individual or otherwise ceasing to deliver the Training Services for in respect of any Skills First Student before their completion Eligible Individual prior to that Eligible Individual having completed or withdrawal withdrawn from a programthe relevant course or qualification, including as a result of the Training Provider having a liquidator appointed to it. it (which Loss incurred by the Department in this instance includes Loss incurred as a result of the Department taking steps to assist Skills First Students Eligible Individuals to transfer to another registered training organisation in order to continue the training they commenced by the Eligible Individual under this VET Funding Contract, and which steps may include funding the delivery of that training by that other registered training organisation). The Training Provider's liability to indemnify the Department under Clause 13.3 14.4 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant Loss or Claim. The Department will not have any liability to the Training Provider for any indirect, special or consequential Loss arising out of breach of this VET Funding Contract. The Training Provider must, at its own expense: take out (with reputable insurers) and maintain until seven years after expiry of the Term all appropriate insurances at an adequate level to cover the provision of the Training Services and any risk, loss or damage arising out of or caused by the performance of those Training Services, including insurance for workers compensation, public liability, professional liability, professional indemnity and property. This The insurance policies must include workers compensation insurance as required by Law and public liability (insurance of not less than $20 million per event), professional liability and indemnity, and property insurances; maintain each such insurance policy throughout ensure that the Term and (in the case of insurances are taken out on a claims made basis) for seven years after the expiry of the Termand maintained with reputable insurers; and comply with all relevant insurance requirements, including conducting and improving relevant risk management practices and incident notification processes, processes and not do any thing to jeopardise indemnity under an insurance policy. The Training Provider must: ; provide the Department upon request copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintainedmaintained to the Department upon request; and immediately notify give the Department via the SVTS Notice if any insurance is cancelled, any insurance details change or an insurer refuses to indemnify it. NOTICES AND REPRESENTATIVES A Notice issued under this VET Funding Contract by a Party must be: in writing; signed by or on behalf of the Party giving it; and hand delivered or sent by prepaid priority post (airmail if posted to or from a place outside Australia) to the recipient's address for Notices as follows: for Notices to the Department, addressed to the Executive Director, Training Market Services, 0 Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxx, 0000, or as varied by any Notice given by the Department from time to time; or for Notices to the Training Provider, the Head Office address listed in xxxxxxxx.xxx.xx from time to time. A Notice takes effect from the time it is received, unless a later time is specified in it. A Notice will be deemed to have been received by the addressee: in the case of hand delivery, at the time of delivery; or in the case of prepaid priority post, on the second Business Day (or seventh Business Day if posted to or from a place outside Australia) after posting. The authorised representative of each Party who will be responsible for issuing and receiving Notices under this VET Funding Contract are as follows: the Department’s representative is the Executive Director or the Deputy Secretary of the Department; and the Training Provider’s representative is the CEO. DISPUTE RESOLUTION A Party claiming that a Dispute has arisen must promptly give the other Party a Dispute Notice. The Parties must attempt to resolve all Disputes under this Clause 16 before commencing any court proceedings, except proceedings for urgent interlocutory relief. Despite the existence of a Dispute, the Parties must continue to perform their obligations under this VET Funding Contract. This Clause 16 does not affect the rights of the Department, which includes all of its rights and its right to terminate this VET Funding Contract. The Parties must seek to resolve all Disputes acting in good faith and must not unreasonably delay or hinder the dispute resolution process provided for under this Clause 16. If a Party provides a Dispute Notice under this Clause 16, it is open to either Party to provide a Notice of any other issue or dispute, and all other issues or disputes raised shall be deemed to have been included in the initial Dispute Notice. If a Dispute Notice has been served by a Party, neither Party may issue a further Dispute Notice which recommences the Dispute resolution process as specified in this Clause 16 in respect of that Dispute without the consent of the other Party. A Party seeking to issue a further Dispute Notice or Dispute Notices must provide evidence to the other Party as to why the new issues that it wishes to raise cannot be managed as part of resolving the current Dispute, and that the Dispute which warrants the issue of a further Dispute Notice is clearly distinguished from, or does not arise as a result of, that which was commenced by the initial Dispute Notice. If the Parties are unable to settle a Dispute within seven days of one Party giving a Dispute Notice to the other Party, each Party must appoint a representative with authority to settle the Dispute. The appointed representatives must meet within a further seven days to attempt to settle the Dispute. If the representatives are unable to resolve the Dispute within seven days of first meeting, the Dispute must be referred within a further seven day period (Referral Period) to: in the case of the Department – its Executive Director or the Deputy Secretary of the Department, or their delegate; and in the case of the Training Provider – its CEO. The Department’s representative and the CEO must meet with each other to seek to resolve the Dispute within seven days of the last day of the Referral Period. If the Dispute is not resolved within seven days of the first meeting of the Department’s representative and the CEO, the Department may refer the Dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC) according to its mediation guidelines. If a Dispute is referred to mediation by the Department: the Parties will agree on a mediator within seven days of the referral, failing which a mediator will be provided by ACDC; the Parties must (unless they agree otherwise) conduct the mediation within 14 days of the mediator being appointed; each Party will pay its own costs in relation to attendance at, and participation in, the mediation; and the cost of the ACDC and the appointed mediator will be shared equally between the Parties. The Department may notify the Minister of any Dispute. In the event that the Department refers the Dispute to mediation and the Parties are unable to resolve the Dispute pursuant to Clause 16.12, or the Dispute is not referred to mediation, then the Department may refer the Dispute to the Secretary, or such other person nominated by the Secretary, as appropriate. A decision made pursuant to a referral under this Clause 16.14, will be final and binding on both Parties. This Clause 16 does not apply to a Dispute arising under Clause 11 or Clause 18 or Clause 13 of Schedule 1.

LIABILITY, INDEMNITY AND INSURANCE. The Training Provider warrants and represents that: the contents of all materials that the Training Provider submitted to the Department in the course of its application to become eligible for funding through the Skills First Program were and remain true and correct and do not contain any misrepresentations or omissions (including in relation to the Training Provider's ability to comply with its obligations under this VET Funding Contract); and it has not withheld from the Department any document, information or other fact material to the decision of the Department to enter into this VET Funding Contract with the Training Provider. The Training Provider acknowledges that it is solely responsible for carrying out its obligations under this VET Funding Contract and that the Department is in no way liable for the actions of the Training Provider or the Training Provider Personnel. The Training Provider releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the Training Provider or the Training Provider Personnel arising from or in connection with the Department's exercise (or purported exercise in good faith) of its rights, powers and functions under this VET Funding Contract, including termination of this VET Funding Contract under Clause 1718. To the maximum extent permitted by Xxx, the Training Provider indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.314.4) from and against all Loss which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with: the provision of, or failure to provide, Training Services by or on behalf of the Training Provider; any act or omission of the Training Provider, its officers, employees, agents or subcontractors in connection with this VET Funding Contract, the Funds or the provision of the Training Services; any breach by the Training Provider of any obligation under this VET Funding Contract (including breach of any warranty given under this Contract, VET Funding Contract and whether or not the breach is a Material Breach) or at Law; any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the Training Provider Provider, its officers, employees, agents, or any Training Provider Personnel subcontractors as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the loss of, or damage to, any property (including property of the Department) or data as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the death of, disease or injury to any person as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; any infringement, or alleged infringement, of any an Intellectual Property Rights right by the Training Provider Provider, its officers, employees, agents or any Training Provider Personnel that subcontractors where the infringement or alleged infringement occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; or the Training Provider suspending delivery of the Training Services in respect of any Eligible Individual or otherwise ceasing to deliver the Training Services for in respect of any Skills First Student before their completion Eligible Individual prior to that Eligible Individual having completed or withdrawal withdrawn from a programthe relevant course or qualification, including as a result of the Training Provider having a liquidator appointed to it. it (which Loss incurred by the Department in this instance includes Loss incurred as a result of the Department taking steps to assist Skills First Students Eligible Individuals to transfer to another registered training organisation in order to continue the training they commenced by the Eligible Individual under this VET Funding Contract, and which steps may include funding the delivery of that training by that other registered training organisation). The Training Provider's liability to indemnify the Department under Clause 13.3 14.4 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant Loss or Claim. The Department will not have any liability to the Training Provider for any indirect, special or consequential Loss arising out of breach of this VET Funding Contract. The Training Provider must, at its own expense: take out (with reputable insurers) and maintain until seven years after expiry of the Term all appropriate insurances at an adequate level to cover the provision of the Training Services and any risk, loss or damage arising out of or caused by the performance of those Training Services, including insurance for workers compensation, public liability, professional liability, professional indemnity and property. This The insurance policies must include workers compensation insurance as required by Law and public liability (insurance of not less than $20 million per event), professional liability and indemnity, and property insurances; maintain each such insurance policy throughout ensure that the Term and (in the case of insurances are taken out on a claims made basis) for seven years after the expiry of the Termand maintained with reputable insurers; and comply with all relevant insurance requirements, including conducting and improving relevant risk management practices and incident notification processes, processes and not do any thing to jeopardise indemnity under an insurance policy. The Training Provider must: ; provide the Department upon request copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintainedmaintained to the Department upon request; and immediately notify give the Department via the SVTS Notice if any insurance is cancelled, any insurance details change or an insurer refuses to indemnify it. NOTICES AND REPRESENTATIVES A Notice issued under this VET Funding Contract by a Party must be: in writing; signed by or on behalf of the Party giving it; and hand delivered or sent by prepaid priority post (airmail if posted to or from a place outside Australia) to the recipient's address for Notices as follows: for Notices to the Department, addressed to the Executive Director, Training Market Quality, 0 Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxx, 0000, or as varied by any Notice given by the Department from time to time; or for Notices to the Training Provider, the Head Office address listed in xxxxxxxx.xxx.xx from time to time. A Notice takes effect from the time it is received, unless a later time is specified in it. A Notice will be deemed to have been received by the addressee: in the case of hand delivery, at the time of delivery; or in the case of prepaid priority post, on the second Business Day (or seventh Business Day if posted to or from a place outside Australia) after posting. The authorised representative of each Party who will be responsible for issuing and receiving Notices under this VET Funding Contract are as follows: the Department’s representative is the Executive Director or the Deputy Secretary of the Department; and the Training Provider’s representative is the CEO. DISPUTE RESOLUTION A Party claiming that a Dispute has arisen must promptly give the other Party a Dispute Notice. The Parties must attempt to resolve all Disputes under this Clause 16 before commencing any court proceedings, except proceedings for urgent interlocutory relief. Despite the existence of a Dispute, the Parties must continue to perform their obligations under this VET Funding Contract. This Clause 16 does not affect the rights of the Department, which includes all of its rights and its right to terminate this VET Funding Contract. The Parties must seek to resolve all Disputes acting in good faith and must not unreasonably delay or hinder the dispute resolution process provided for under this Clause 16. If a Party provides a Dispute Notice under this Clause 16, it is open to either Party to provide a Notice of any other issue or dispute, and all other issues or disputes raised shall be deemed to have been included in the initial Dispute Notice. If a Dispute Notice has been served by a Party, neither Party may issue a further Dispute Notice which recommences the Dispute resolution process as specified in this Clause 16 in respect of that Dispute without the consent of the other Party. A Party seeking to issue a further Dispute Notice or Dispute Notices must provide evidence to the other Party as to why the new issues that it wishes to raise cannot be managed as part of resolving the current Dispute, and that the Dispute which warrants the issue of a further Dispute Notice is clearly distinguished from, or does not arise as a result of, that which was commenced by the initial Dispute Notice. If the Parties are unable to settle a Dispute within seven days of one Party giving a Dispute Notice to the other Party, each Party must appoint a representative with authority to settle the Dispute. The appointed representatives must meet within a further seven days to attempt to settle the Dispute. If the representatives are unable to resolve the Dispute within seven days of first meeting, the Dispute must be referred within a further seven day period (Referral Period) to: in the case of the Department – its Executive Director or the Deputy Secretary of the Department, or their delegate; and in the case of the Training Provider – its CEO. The Department’s representative and the CEO must meet with each other to seek to resolve the Dispute within seven days of the last day of the Referral Period. If the Dispute is not resolved within seven days of the first meeting of the Department’s representative and the CEO, the Department may refer the Dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC) according to its mediation guidelines. If a Dispute is referred to mediation by the Department: the Parties will agree on a mediator within seven days of the referral, failing which a mediator will be provided by ACDC; the Parties must (unless they agree otherwise) conduct the mediation within 14 days of the mediator being appointed; each Party will pay its own costs in relation to attendance at, and participation in, the mediation; and the cost of the ACDC and the appointed mediator will be shared equally between the Parties. The Department may notify the Minister of any Dispute. In the event that the Department refers the Dispute to mediation and the Parties are unable to resolve the Dispute pursuant to Clause 16.12, or the Dispute is not referred to mediation, then the Department may refer the Dispute to the Secretary, or such other person nominated by the Secretary, as appropriate. A decision made pursuant to a referral under this Clause 16.14, will be final and binding on both Parties. This Clause 16 does not apply to a Dispute arising under Clause 11 or Clause 18 or Clause 13 of Schedule 1.

LIABILITY, INDEMNITY AND INSURANCE. The Training Provider warrants and represents that: the contents of all materials that the Training Provider submitted to the Department in the course of its application to become eligible for funding through the Skills First Program were and remain true and correct and do not contain any misrepresentations or omissions (including in relation to the Training Provider's ability to comply with its obligations under this VET Funding Contract); and it has not withheld from the Department any document, information or other fact material to the decision of the Department to issue the Contract Offer to the Training Provider. The Training Provider acknowledges that it is solely responsible for carrying out its obligations under this VET Funding Contract and that the Department is in no way liable for the actions of the Training Provider or the Training Provider Personnel. The Training Provider releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the Training Provider or the Training Provider Personnel arising from or in connection with the Department's exercise (or purported exercise in good faith) of its rights, powers and functions under this VET Funding Contract, including termination of this VET Funding Contract under Clause 1718. To the maximum extent permitted by Xxx, the Training Provider indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.314.4) from and against all Loss which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with: the provision of, or failure to provide, Training Services by or on behalf of the Training Provider; any act or omission of the Training Provider, its officers, employees, agents or subcontractors in connection with this VET Funding Contract, the Funds or the provision of the Training Services; any breach by the Training Provider of any obligation under this VET Funding Contract (including breach of any warranty given under this Contract, VET Funding Contract and whether or not the breach is a Material Breach) or at Law; any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the Training Provider Provider, its officers, employees, agents, or any Training Provider Personnel subcontractors as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the loss of, or damage to, any property (including property of the Department) or data as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the death of, disease or injury to any person as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; or any infringement, or alleged infringement, of any an Intellectual Property Rights right by the Training Provider Provider, its officers, employees, agents or any Training Provider Personnel that subcontractors where the infringement or alleged infringement occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; or the Training Provider suspending or otherwise ceasing to deliver the Training Services for any Skills First Student before their completion or withdrawal from a program, including as a result of the Training Provider having a liquidator appointed to it. Loss incurred by the Department in this instance includes Loss incurred as a result of the Department taking steps to assist Skills First Students to transfer to another registered training organisation to continue the training they commenced under this Contract, and may include funding the delivery of that training by that other registered training organisation. The Training Provider's liability to indemnify the Department under Clause 13.3 14.4 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant Loss or Claim. The Department will not have any liability to the Training Provider for any indirect, special or consequential Loss arising out of breach of this VET Funding Contract. The Training Provider must, at its own expense: take out (with reputable insurers) and maintain until seven years after expiry of the Term all appropriate insurances at an adequate level to cover the provision of the Training Services and any risk, loss or damage arising out of or caused by the performance of those Training Services, including insurance for workers compensation, public liability, professional liability, professional indemnity and property. This The insurance policies must include workers compensation insurance as required by Law and public liability (insurance of not less than $20 million per event), professional liability and indemnity, and property insurances; maintain each such insurance policy throughout ensure that the Term and (in the case of insurances are taken out on a claims made basis) for seven years after the expiry of the Termand maintained with reputable insurers; and comply with all relevant insurance requirements, including conducting and improving relevant risk management practices and incident notification processes, processes and not do any thing to jeopardise indemnity under an insurance policy. The Training Provider must: ; provide the Department upon request copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintainedmaintained to the Department upon request; and immediately notify the Department via the SVTS if any insurance is cancelled, any insurance details change or an insurer refuses to indemnify it.

LIABILITY, INDEMNITY AND INSURANCE. The Training Provider warrants and represents that it has not withheld from the Department any document, information or other fact material to the decision of the Department to enter into this VET Funding Contract with the Training Provider. The Training Provider acknowledges that it is solely responsible for carrying out its obligations under this VET Funding Contract and that the Department is in no way liable for the actions of the Training Provider or the Training Provider Personnel. The Training Provider releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the Training Provider or the Training Provider Personnel arising from or in connection with the Department's exercise (or purported exercise in good faith) of its rights, powers and functions under this VET Funding Contract, including termination of this VET Funding Contract under Clause 1718. To the maximum extent permitted by Xxx, the Training Provider indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.314.4) from and against all Loss which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with: the provision of, or failure to provide, Training Services by or on behalf of the Training Provider; any act or omission of the Training Provider, its officers, employees, agents or subcontractors in connection with this VET Funding Contract, the Funds or the provision of the Training Services; any breach by the Training Provider of any obligation under this VET Funding Contract (including breach of any warranty given under this Contract, VET Funding Contract and whether or not the breach is a Material Breach) or at Law; any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the Training Provider Provider, its officers, employees, agents, or any Training Provider Personnel subcontractors as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the loss of, or damage to, any property (including property of the Department) or data as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the death of, disease or injury to any person as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; any infringement, or alleged infringement, of any an Intellectual Property Rights right by the Training Provider Provider, its officers, employees, agents or any Training Provider Personnel that subcontractors where the infringement or alleged infringement occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; or the Training Provider suspending delivery of the Training Services in respect of any Eligible Individual or otherwise ceasing to deliver the Training Services for in respect of any Skills First Student before their completion Eligible Individual prior to that Eligible Individual having completed or withdrawal withdrawn from a programthe relevant course or qualification, including as a result of the Training Provider having a liquidator appointed to it. it (which Loss incurred by the Department in this instance includes Loss incurred as a result of the Department taking steps to assist Skills First Students Eligible Individuals to transfer to another registered training organisation in order to continue the training they commenced by the Eligible Individual under this VET Funding Contract, and which steps may include funding the delivery of that training by that other registered training organisation). The Training Provider's liability to indemnify the Department under Clause 13.3 14.4 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant Loss or Claim. The Department will not have any liability to the Training Provider for any indirect, special or consequential Loss arising out of breach of this VET Funding Contract. The Training Provider must, at its own expense: take out (with reputable insurers) and maintain until seven years after expiry of the Term all appropriate insurances at an adequate level to cover the provision of the Training Services and any risk, loss or damage arising out of or caused by the performance of those Training Services, including insurance for workers compensation, public liability, professional liability, professional indemnity and property. This The insurance policies must include workers compensation insurance as required by Law and public liability (insurance of not less than $20 million per event), professional liability and indemnity, and property insurances; maintain each such insurance policy throughout ensure that the Term and (in the case of insurances are taken out on a claims made basis) for seven years after the expiry of the Termand maintained with reputable insurers; and comply with all relevant insurance requirements, including conducting and improving relevant risk management practices and incident notification processes, processes and not do any thing to jeopardise indemnity under an insurance policy. The Training Provider must: ; provide the Department upon request copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintainedmaintained to the Department upon request; and immediately notify give the Department via the SVTS Notice if any insurance is cancelled, any insurance details change or an insurer refuses to indemnify it. NOTICES AND REPRESENTATIVES A Notice issued under this VET Funding Contract by a Party must be: in writing; signed by or on behalf of the Party giving it; and hand delivered or sent by prepaid priority post (airmail if posted to or from a place outside Australia) to the recipient's address for Notices as follows: for Notices to the Department, addressed to the Executive Director, Training Market Quality, 0 Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxx, 0000, or as varied by any Notice given by the Department from time to time; or for Notices to the Training Provider, the Head Office address listed in xxxxxxxx.xxx.xx from time to time. A Notice takes effect from the time it is received, unless a later time is specified in it. A Notice will be deemed to have been received by the addressee: in the case of hand delivery, at the time of delivery; or in the case of prepaid priority post, on the second Business Day (or seventh Business Day if posted to or from a place outside Australia) after posting. The authorised representative of each Party who will be responsible for issuing and receiving Notices under this VET Funding Contract are as follows: the Department’s representative is the Executive Director or the Deputy Secretary of the Department; and the Training Provider’s representative is the CEO. DISPUTE RESOLUTION A Party claiming that a Dispute has arisen must promptly give the other Party a Dispute Notice. The Parties must attempt to resolve all Disputes under this Clause 16 before commencing any court proceedings, except proceedings for urgent interlocutory relief. Despite the existence of a Dispute, the Parties must continue to perform their obligations under this VET Funding Contract. This Clause 16 does not affect the rights of the Department, which includes all of its rights and its right to terminate this VET Funding Contract. The Parties must seek to resolve all Disputes acting in good faith and must not unreasonably delay or hinder the dispute resolution process provided for under this Clause 16. If a Party provides a Dispute Notice under this Clause 16, it is open to either Party to provide a Notice of any other issue or dispute, and all other issues or disputes raised shall be deemed to have been included in the initial Dispute Notice. If a Dispute Notice has been served by a Party, neither Party may issue a further Dispute Notice which recommences the Dispute resolution process as specified in this Clause 16 in respect of that Dispute without the consent of the other Party. A Party seeking to issue a further Dispute Notice or Dispute Notices must provide evidence to the other Party as to why the new issues that it wishes to raise cannot be managed as part of resolving the current Dispute, and that the Dispute which warrants the issue of a further Dispute Notice is clearly distinguished from, or does not arise as a result of, that which was commenced by the initial Dispute Notice. If the Parties are unable to settle a Dispute within seven days of one Party giving a Dispute Notice to the other Party, each Party must appoint a representative with authority to settle the Dispute. The appointed representatives must meet within a further seven days to attempt to settle the Dispute. If the representatives are unable to resolve the Dispute within seven days of first meeting, the Dispute must be referred within a further seven day period (Referral Period) to: in the case of the Department – its Executive Director or the Deputy Secretary of the Department, or their delegate; and in the case of the Training Provider – its CEO. The Department’s representative and the CEO must meet with each other to seek to resolve the Dispute within seven days of the last day of the Referral Period. If the Dispute is not resolved within seven days of the first meeting of the Department’s representative and the CEO, the Department may refer the Dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC) according to its mediation guidelines. If a Dispute is referred to mediation by the Department: the Parties will agree on a mediator within seven days of the referral, failing which a mediator will be provided by ACDC; the Parties must (unless they agree otherwise) conduct the mediation within 14 days of the mediator being appointed; each Party will pay its own costs in relation to attendance at, and participation in, the mediation; and the cost of the ACDC and the appointed mediator will be shared equally between the Parties. The Department may notify the Minister of any Dispute. In the event that the Department refers the Dispute to mediation and the Parties are unable to resolve the Dispute pursuant to Clause 16.12, or the Dispute is not referred to mediation, then the Department may refer the Dispute to the Secretary, or such other person nominated by the Secretary, as appropriate. A decision made pursuant to a referral under this Clause 16.14, will be final and binding on both Parties. This Clause 16 does not apply to a Dispute arising under Clause 11 or Clause 18 or Clause 13 of Schedule 1.

LIABILITY, INDEMNITY AND INSURANCE. The Training Provider warrants and represents that it has not withheld from the Department any document, information or other fact material to the decision of the Department to issue the Contract Offer to the Training Provider. The Training Provider acknowledges that it is solely responsible for carrying out its obligations under this VET Funding Contract and that the Department is in no way liable for the actions of the Training Provider or the Training Provider Personnel. The Training Provider releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the Training Provider or the Training Provider Personnel arising from or in connection with the Department's exercise (or purported exercise in good faith) of its rights, powers and functions under this VET Funding Contract, including termination of this VET Funding Contract under Clause 1718. To the maximum extent permitted by Xxx, the Training Provider indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.314.4) from and against all Loss which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with: the provision of, or failure to provide, Training Services by or on behalf of the Training Provider; any act or omission of the Training Provider, its officers, employees, agents or subcontractors in connection with this VET Funding Contract, the Funds or the provision of the Training Services; any breach by the Training Provider of any obligation under this VET Funding Contract (including breach of any warranty given under this Contract, VET Funding Contract and whether or not the breach is a Material Breach) or at Law; any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the Training Provider Provider, its officers, employees, agents, or any Training Provider Personnel subcontractors as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the loss of, or damage to, any property (including property of the Department) or data as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the death of, disease or injury to any person as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; or any infringement, or alleged infringement, of any an Intellectual Property Rights right by the Training Provider Provider, its officers, employees, agents or any Training Provider Personnel that subcontractors where the infringement or alleged infringement occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; or the Training Provider suspending or otherwise ceasing to deliver the Training Services for any Skills First Student before their completion or withdrawal from a program, including as a result of the Training Provider having a liquidator appointed to it. Loss incurred by the Department in this instance includes Loss incurred as a result of the Department taking steps to assist Skills First Students to transfer to another registered training organisation to continue the training they commenced under this Contract, and may include funding the delivery of that training by that other registered training organisation. The Training Provider's liability to indemnify the Department under Clause 13.3 14.4 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant Loss or Claim. The Department will not have any liability to the Training Provider for any indirect, special or consequential Loss arising out of breach of this VET Funding Contract. The Training Provider must, at its own expense: take out (with reputable insurers) and maintain until seven years after expiry of the Term all appropriate insurances at an adequate level to cover the provision of the Training Services and any risk, loss or damage arising out of or caused by the performance of those Training Services, including insurance for workers compensation, public liability, professional liability, professional indemnity and property. This The insurance policies must include workers compensation insurance as required by Law and public liability (insurance of not less than $20 million per event), professional liability and indemnity, and property insurances; maintain each such insurance policy throughout ensure that the Term and (in the case of insurances are taken out on a claims made basis) for seven years after the expiry of the Termand maintained with reputable insurers; and comply with all relevant insurance requirements, including conducting and improving relevant risk management practices and incident notification processes, processes and not do any thing anything to jeopardise indemnity under an insurance policy. The Training Provider must: ; provide the Department upon request copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintainedmaintained to the Department upon request; and immediately notify the Department via the SVTS if any insurance is cancelled, any insurance details change or an insurer refuses to indemnify it.

LIABILITY, INDEMNITY AND INSURANCE. The Training Provider warrants and represents that it has not withheld from the Department any document, information or other fact material to the decision of the Department to enter into this VET Funding Contract with the Training Provider. The Training Provider acknowledges that it is solely responsible for carrying out its obligations under this VET Funding Contract and that the Department is in no way liable for the actions of the Training Provider or the Training Provider Personnel. The Training Provider releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the Training Provider or the Training Provider Personnel arising from or in connection with the Department's exercise (or purported exercise in good faith) of its rights, powers and functions under this VET Funding Contract, including termination of this VET Funding Contract under Clause 1718. To the maximum extent permitted by Xxx, the Training Provider indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.314.4) from and against all Loss which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with: the provision of, or failure to provide, Training Services by or on behalf of the Training Provider; any act or omission of the Training Provider, its officers, employees, agents or subcontractors in connection with this VET Funding Contract, the Funds or the provision of the Training Services; any breach by the Training Provider of any obligation under this VET Funding Contract (including breach of any warranty given under this Contract, VET Funding Contract and whether or not the breach is a Material Breach) or at Law; any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the Training Provider Provider, its officers, employees, agents, or any Training Provider Personnel subcontractors as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the loss of, or damage to, any property (including property of the Department) or data as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; the death of, disease or injury to any person as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; any infringement, or alleged infringement, of any an Intellectual Property Rights right by the Training Provider Provider, its officers, employees, agents or any Training Provider Personnel that subcontractors where the infringement or alleged infringement occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with this VET Funding Contract; or the Training Provider suspending delivery of the Training Services in respect of any Eligible Individual or otherwise ceasing to deliver the Training Services for in respect of any Skills First Student before their completion Eligible Individual prior to that Eligible Individual having completed or withdrawal withdrawn from a programthe relevant course or qualification, including as a result of the Training Provider having a liquidator appointed to it. it (which Loss incurred by the Department in this instance includes Loss incurred as a result of the Department taking steps to assist Skills First Students Eligible Individuals to transfer to another registered training organisation in order to continue the training they commenced by the Eligible Individual under this VET Funding Contract, and which steps may include funding the delivery of that training by that other registered training organisation). The Training Provider's liability to indemnify the Department under Clause 13.3 14.4 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant Loss or Claim. The Department will not have any liability to the Training Provider for any indirect, special or consequential Loss arising out of breach of this VET Funding Contract. The Training Provider must, at its own expense: take out (with reputable insurers) and maintain until seven years after expiry of the Term all appropriate insurances at an adequate level to cover the provision of the Training Services and any risk, loss or damage arising out of or caused by the performance of those Training Services, including insurance for workers compensation, public liability, professional liability, professional indemnity and property. This The insurance policies must include workers compensation insurance as required by Law and public liability (insurance of not less than $20 million per event), professional liability and indemnity, and property insurances; maintain each such insurance policy throughout ensure that the Term and (in the case of insurances are taken out on a claims made basis) for seven years after the expiry of the Termand maintained with reputable insurers; and comply with all relevant insurance requirements, including conducting and improving relevant risk management practices and incident notification processes, processes and not do any thing to jeopardise indemnity under an insurance policy. The Training Provider must: ; provide the Department upon request copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintainedmaintained to the Department upon request; and immediately notify give the Department via the SVTS Notice if any insurance is cancelled, any insurance details change or an insurer refuses to indemnify it. NOTICES AND REPRESENTATIVES A Notice issued under this VET Funding Contract by a Party must be: in writing; signed by or on behalf of the Party giving it; and hand delivered or sent by prepaid priority post (airmail if posted to or from a place outside Australia) to the recipient's address for Notices as follows: for Notices to the Department, addressed to the Executive Director, Training Market Services, 0 Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxx, 0000, or as varied by any Notice given by the Department from time to time; or for Notices to the Training Provider, the Head Office address listed in xxxxxxxx.xxx.xx from time to time. A Notice takes effect from the time it is received, unless a later time is specified in it. A Notice will be deemed to have been received by the addressee: in the case of hand delivery, at the time of delivery; or in the case of prepaid priority post, on the second Business Day (or seventh Business Day if posted to or from a place outside Australia) after posting. The authorised representative of each Party who will be responsible for issuing and receiving Notices under this VET Funding Contract are as follows: the Department’s representative is the Executive Director or the Deputy Secretary of the Department; and the Training Provider’s representative is the CEO. DISPUTE RESOLUTION A Party claiming that a Dispute has arisen must promptly give the other Party a Dispute Notice. The Parties must attempt to resolve all Disputes under this Clause 16 before commencing any court proceedings, except proceedings for urgent interlocutory relief. Despite the existence of a Dispute, the Parties must continue to perform their obligations under this VET Funding Contract. This Clause 16 does not affect the rights of the Department, which includes all of its rights and its right to terminate this VET Funding Contract. The Parties must seek to resolve all Disputes acting in good faith and must not unreasonably delay or hinder the dispute resolution process provided for under this Clause 16. If a Party provides a Dispute Notice under this Clause 16, it is open to either Party to provide a Notice of any other issue or dispute, and all other issues or disputes raised shall be deemed to have been included in the initial Dispute Notice. If a Dispute Notice has been served by a Party, neither Party may issue a further Dispute Notice which recommences the Dispute resolution process as specified in this Clause 16 in respect of that Dispute without the consent of the other Party. A Party seeking to issue a further Dispute Notice or Dispute Notices must provide evidence to the other Party as to why the new issues that it wishes to raise cannot be managed as part of resolving the current Dispute, and that the Dispute which warrants the issue of a further Dispute Notice is clearly distinguished from, or does not arise as a result of, that which was commenced by the initial Dispute Notice. If the Parties are unable to settle a Dispute within seven days of one Party giving a Dispute Notice to the other Party, each Party must appoint a representative with authority to settle the Dispute. The appointed representatives must meet within a further seven days to attempt to settle the Dispute. If the representatives are unable to resolve the Dispute within seven days of first meeting, the Dispute must be referred within a further seven day period (Referral Period) to: in the case of the Department – its Executive Director or the Deputy Secretary of the Department, or their delegate; and in the case of the Training Provider – its CEO. The Department’s representative and the CEO must meet with each other to seek to resolve the Dispute within seven days of the last day of the Referral Period. If the Dispute is not resolved within seven days of the first meeting of the Department’s representative and the CEO, the Department may refer the Dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC) according to its mediation guidelines. If a Dispute is referred to mediation by the Department: the Parties will agree on a mediator within seven days of the referral, failing which a mediator will be provided by ACDC; the Parties must (unless they agree otherwise) conduct the mediation within 14 days of the mediator being appointed; each Party will pay its own costs in relation to attendance at, and participation in, the mediation; and the cost of the ACDC and the appointed mediator will be shared equally between the Parties. The Department may notify the Minister of any Dispute. In the event that the Department refers the Dispute to mediation and the Parties are unable to resolve the Dispute pursuant to Clause 16.12, or the Dispute is not referred to mediation, then the Department may refer the Dispute to the Secretary, or such other person nominated by the Secretary, as appropriate. A decision made pursuant to a referral under this Clause 16.14, will be final and binding on both Parties. This Clause 16 does not apply to a Dispute arising under Clause 11 or Clause 18 or Clause 13 of Schedule 1.