AUSTRALIAN INSTITUTE OF PROJECT MANAGEMENT (ACN 001 443 303) Enter Assessor Name (Enter ACN) Enter Party Name (Enter ACN) ASSESSOR SERVICE AGREEMENT
TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION... 2 2. APPOINTMENT CRITERIA... 5 3. APPOINTMENT... 6 4. COMMENCEMENT... 6 5. OBLIGATIONS OF THE ASSESSOR... 7 6. ALLOCATION OF ASSESSMENT ENGAGEMENTS... 7 7. REVIEW AND COMPLETION OF ASSESSMENT... 8 8. STANDARD OF PERFORMANCE... 8 9. ASSESSMENT MATERIALS... 9 10. ASSESSOR PAYMENTS... 9 11. LICENCE AND MARKETING... 10 12. NATURE OF RELATIONSHIP... 11 13. TERMINATION... 11 14. CONFIDENTIALITY... 12 15. PRIVACY AND DISCLOSURE OF PERSONAL INFORMATION... 13 16. INTELLECTUAL PROPERTY... 14 17. USE OF AIPM LOGO... 15 18. INSURANCES... 15 19. DISPUTE RESOLUTION... 16 20. EFFECT OF WARRANTIES... 16 21. INDEMNITIES... 16 22. NOTICES... 17 23. GENERAL... 17 Page i
ASSESSOR SERVICE AGREEMENT This Agreement is dated March 2016 PARTIES AUSTRALIAN INSTITUTE OF PROJECT MANAGEMENT (ACN 001 443 303) of Level 9, 139 Macquarie Street, Sydney, New South Wales 2000 (AIPM) The Party specified in Schedule A (Assessor) The Party specified in Schedule B (Company) RECITALS A. AIPM has established a certification assessment program for members of AIPM, leading to Certification. B. The certification assessment program is an essential core element of AIPM s commercial offering of benefits to AIPM members and the integrity of the assessment process is paramount. C. Only AIPM members who satisfy the relevant criteria described in this Agreement may assess applicants for the Certification. D. AIPM wishes to appoint Assessors and to advertise, promote and offer assessment services to members of AIPM. E. In reliance on the judgement of Assessors appointed under this agreement, AIPM provides assurance that certified AIPM members in all respects meet the requirements of the certification scheme. F. AIPM is solely responsible for its standards, assessment and quality control and relies on Assessors to maintain those standards and quality control. G. AIPM requires the Assessor appointed under this Agreement to provide the Services specified in this Agreement until the Expiry Date strictly in accordance with the terms of this Agreement, and appointment is subject to the ongoing performance by the assessor of the terms of the Agreement. H. AIPM has previously entered into contractual arrangements with the Assessor, and the parties agree that this agreement replaces any previous contractual arrangements between the Assessor and AIPM in respect of the Services or any services similar to the Services. Page 1
OPERATIVE PROVISIONS 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions (d) (e) (f) (g) (h) (j) (k) Agreement means this Agreement and includes the descriptions of parties, recitals, schedules and annexures to the Agreement. Assessment Materials means all written materials provided by AIPM to the Assessor in connection with this Agreement for the purposes of providing the Assessment Services, including the Assessment Record Book, the Assessment Report, Assessment Guidelines, the Code of Practice and AIPM Standards. Assessment Services means the services to be provided by the Assessor to Candidate(s) in accordance with the terms of this Agreement. Assessor means an Australian Institute of Project Management RegPM assessor. Assessor Licence Fee(s) means the annual fees that are payable to AIPM to be an Assessor specified in Schedule F. Assessor Payment means the amount specified in Schedule E payable to the Assessor for the provision of the Services, or such other amount that may be determined and agreed in writing between AIPM and the Assessor from time to time. Business Day means any day which is not Saturday, Sunday or a public holiday. Candidate means a member or associate of AIPM who desires assessment and Certification. Certification means RegPM certification to the relevant RegPM level, as undertaken by an Assessor and verified and validated by AIPM. Commencement Date means that date specified in Schedule C as the date the Assessor will begin providing the Services. Confidential Information means information and material (whether oral, in writing or electronic) of AIPM including: (iii) trade secrets; know-how; policies, systems and protocols; information about the business affairs such as pricing and fee information, marketing or strategic plans, commercial and business plans, financial information and data, and operational information and methods; methodologies and supporting documentation; Page 2
(iv) (v) (vi) (vii) (viii) (ix) (x) (xi) software products, manuals and associated tools; commercial information in relation to current and prospective operations; information about suppliers, dealers, clients or customers such as their specific requirements, arrangements and past dealings; client, customer and supplier records; reports, working papers, training manuals; equipment, computer information and programs; concepts not reduced to material form; and information including formulae, patterns, complications, programs, devices, techniques, methods and processes that: (A) (B) derive independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonably under the circumstances to maintain its secrecy; excludes information: (xii) (xiii) that is required by law to be disclosed; or that both parties have agreed in writing may be disclosed. (l) Expiry Date means that date specified in Schedule D. (m) (n) (o) GST means the goods and services tax payable under the GST Legislation. GST Legislation means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related legislation passed by the Federal Government. Intellectual Property Rights means all current and future intellectual property rights, in respect of patents, copyright, designs, trademarks, trade secrets, domain names, database rights, know-how, the right to have confidential information kept confidential and any application or right to apply for registration of any of those rights. (p) Logo means the logo specified in Appendix A. (q) (r) Licensed Property means the Logo, and the Assessment Materials. Licensed Purpose means the Assessor s advertising, promotion, marketing and delivery of Assessment Services in accordance with this Agreement. Page 3
(s) (t) (u) (v) RegPM means Registered Project Manager in accordance with AIPM s project management certification program. Services means the services specified in Schedule G to be provided by AIPM, any additional or ancillary services to the services specified in Schedule G and any other services agreed in writing between AIPM and the Assessor from time to time. Tax Invoice has the meaning in the GST Legislation. Term means the period of time commencing on the Commencement Date and ending on the Expiry Date in Schedule D, unless terminated earlier in accordance with clause 13. 1.2 Interpretation (d) (e) (f) (g) (h) (j) (k) Words importing the singular meaning include the plural and vice versa, any reference to a person includes a corporation and words importing one gender import all others. Any agreement, covenant, representation or warranty on the part of or in favour of any two or more persons bind them, or is in favour of each of them, both jointly and severally. References to any legislation or to any provision of any legislation shall include any modification or re-enactment, or any legislation or legislative provision substituted for or corresponding or similar to, and all legislative and statutory instruments issued under such legislation or such provision. A reference to a clause, paragraph, item or schedule is a reference to a clause, paragraph, item or schedule of this Agreement. A reference to a party to a document includes that party s legal personal representatives, heirs, executors, administrators, beneficiaries, successors and permitted assigns. A reference to $ or dollars is to Australian currency. Headings and any table of contents or index are for convenience only and do not affect the interpretation of this Agreement. Where an expression is defined it has the same meaning throughout the Agreement. Including and other similar words are not words of limitation. General words following words describing a particular class or category are not restricted to that class or category. The omission of an item or thing from a list of items or shall not be presumed to be deliberate unless specifically expressed to be so. Page 4
(l) (m) If an act is due to be performed on a day which is not a Business Day then that act shall be performed on the next Business Day, provided that, if the act involves the payment of money, and holding over the act would cause the payment to be paid in the following month, then the payment must be made on the last Business Day of the month in which the act is due. A reference to bankruptcy, or winding up or insolvent includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration (as defined in Part 1.2, Division 1, Corporations Act 2001 (Cth)), being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction, and to the procedures, circumstances and events which constitute any of those conditions or matters. 2. APPOINTMENT CRITERIA 2.1 To qualify for appointment as an Assessor, an AIPM member must: hold a nationally recognised Australian qualification in Assessment (minimum TAE40110 Certificate IV in Training and Assessment) ; (d) (e) (f) hold a Diploma in Project Management or equivalent satisfactory to AIPM or higher; hold a current AIPM RegPM certification at CPPM level or higher; have a minimum of eight (8) years experience in project management as a practitioner; be familiar with the AIPM RegPM certification scheme; and have a thorough knowledge of the relevant RegPM assessment methods and documents; 2.2 Criteria for Maintaining Appointment To maintain appointment as an assessor, the Assessor must: (d) (e) comply with all AIPM RegPM regulations, requirements and instructions issued by AIPM from time to time; undergo ongoing and continuing professional development to maintain AIPM s certification; undergo regular Assessor training at least once a year, at his or her own cost; not be in breach of this Agreement; not sub-contract the provision of the Services under this Agreement; Page 5
(f) (g) (h) (j) abide by all the policies, procedures and regulations in the RegPM certification system, and referenced in this document; liaise with and obtain instructions concerning the provision of the Services from AIPM; comply with all applicable laws concerning the provision of the Services and policies and procedures issued by AIPM, including laws and policies relating to workplace health and safety, discrimination and harassment, security and privacy; maintain financial membership of AIPM; and pay when due all fees in respect of his or her: (iii) Assessor Licence; Certification; and RegPM recertification. 3. APPOINTMENT 3.1 Consideration In consideration of the warranties, promises, and undertakings given by the Assessor pursuant to this Agreement, AIPM appoints the Assessor as an assessor of applicants for certification. 3.2 Existing Agreement If immediately prior to becoming bound by this Agreement the Assessor and AIPM are in a contractual arrangement (whether or not reduced to writing) (Previous Agreement) in respect of the provision of assessment services by the Assessor then, subject to clause 3.3, the signing of this Agreement serves to terminate the Previous Agreement and AIPM and the Assessor (and, where relevant to the Company) mutually release each other from the terms of such Previous Agreement. 3.3 Existing Assessments If, at the date of this Agreement, the Assessor is engaged in an assessment of a candidate pursuant to a Previous Agreement, then despite clause 3.2 such assessment shall be finalised according to the terms of the Previous Agreement. 4. COMMENCEMENT 4.1 Term This Agreement starts on the Commencement Date and continues until the Expiry Date unless it: Page 6
is terminated earlier in accordance with this Agreement; or 4.2 Extension is renewed in accordance with clause 4.2. AIPM may appoint the Assessor (on the terms and conditions in this Agreement) for an additional period as specified by the AIPM in writing, and the Assessor has the option to accept that appointment within the timeframe specified in AIPM s offer. If the Agreement is extended in this way, the terms and conditions of this Agreement will continue to apply during the extended period until the new expiry date (subject to clause 4.1). 5. OBLIGATIONS OF THE ASSESSOR 5.1 Provision of Services The Assessor agrees to provide the Services to AIPM strictly in accordance with this Agreement. 5.2 Excluded Services The Assessor acknowledges that this Agreement does not grant any rights in, nor does it affect, assessments in respect of transactions with the Capability Acquisition and Sustainment Group (CASG) formerly known as the Defence Material Organisation (DMO). 6. ALLOCATION OF ASSESSMENT ENGAGEMENTS AIPM will maintain details of Assessors appointed pursuant to this Agreement and will list the Assessors names, but not contact details, on AIPM s website. AIPM reserves the right to allocate candidates for assessment to any Assessor it considers most appropriate to conduct the assessment. Despite clause 6 if the candidate is an existing client of a Assessor: the candidate may nominate the Assessor in their application form; and if the Assessor confirms in writing to AIPM that: (A) (B) the candidate is an existing client; and there is no commercial or personal relationship with the nominated candidate that may lead to a conflict of interest that may impact on the integrity of the assessment, AIPM will appoint the nominated Assessor to conduct the assessment for the candidate. (d) If a candidate does not nominate an assessor AIPM will make the allocation taking into account the location but otherwise on a random basis. Page 7
(e) (f) AIPM will contact the Assessor to assess availability and formally appoint the Assessor to conduct each RegPM assessment. If the Assessor accepts the appointment he or she must advise AIPM electronically to the email address nominated by AIPM from time to time. 7. REVIEW AND COMPLETION OF ASSESSMENT 7.1 Seven Month Timeframe AIPM expects assessments to be completed within 7 months from the date of the appointment of the Assessor. The Assessor acknowledges that: candidates have 6 months to submit their evidence of competence to the Assessor, subject to extenuating circumstances approved by AIPM; and candidates affected by longer term extenuating circumstances (such as maternity leave) may apply to AIPM to defer their assessment for up to 12 months. 7.2 Notification The Assessor must notify AIPM within 3 days of the candidate submitting their evidence of competence. The Assessor must complete his or her report to AIPM within one month after the candidate has submitted their evidence of competence. If an assessor determines within the 7 month timeframe referred to in clause 7.1 that a candidate is not likely to achieve competency in a reasonable timeframe, the Assessor should complete an assessment report with an outcome of not yet competent. The specific gaps must be clearly reported in the assessment report. 8. STANDARD OF PERFORMANCE 8.1 Assessor Warranties The Assessor warrants that he or she: (d) (e) has and will utilise the necessary skills, experience and expertise to perform the Services in accordance with this Agreement; will ensure that the Services are performed with due care, skill and diligence in a professional and ethical manner and to the AIPM s reasonable satisfaction; will maintain fairness in all dealings with candidates and confidentiality in relation to all aspects of the certification process; will actively avoid any conflict of interest, and declare in writing any conflicts of interest to AIPM for AIPM s review and, if necessary action; will assess applicants and candidates objectively and impartially. Page 8
8.2 Conflict and Packaging Assessors may assess candidates to whom they have provided professional services or training only if the Assessor makes it clear in writing to the candidate (copied to AIPM) that those services are a separate business arrangement and are not linked to the RegPM certification assessment. Assessors must not package AIPM Certification with other products or professional services that they may offer. Assessors may provide information and guidance on the AIPM assessment process as part of their service, to ensure a member is best placed to undergo a successful certification assessment. 9. ASSESSMENT MATERIALS 9.1 Instructions and Fairness The Assessor must use the version of the Assessment Materials and other assessment documentation stipulated by AIPM from time to time. The Assessor will carry out the Services in a way that ensures and maintains fairness and confidentiality. 9.2 Assessment Materials The assessor must use Assessment Materials supplied by AIPM, including: AIPM Standards; (d) Assessment Record Book; Assessment Reports; and Assessor Guidelines/Assessor Rules of Evidence 9.3 Provision of Equipment The Assessor is required to supply their own computer equipment necessary to provide the Services. The Assessor must ensure such equipment is compatible with AIPM software and is maintained in good working order. 9.4 Workplace health and safety The Assessor must exercise a duty of care in carrying out their Services to enable AIPM to discharge its duty of care to the candidate. 10. ASSESSOR PAYMENTS 10.1 Payments to Assessors Subject to the provision by the assessor to AIPM of a valid Tax Invoice, AIPM will pay a fee to the Assessor in accordance with Schedule E for each RegPM assessment conducted (according to the level of certification) as follows: Page 9
upon the appointment by AIPM of the Assessor - 20% of the Fee: and after completion of the Services in accordance with this Agreement and the submission of a completed RegPM Assessment Report - the balance of 80% of the Fee. The Assessor Payment specified in this Agreement for the Services is the total amount payable by the AIPM in respect of the Services. The Assessor is not entitled to any other payment, remuneration or compensation from AIPM. 10.2 Payments by Assessors in respect of the Assessor Licence Fee The Assessor must pay to AIPM the Assessor Licence Fee as follows: immediately on signing this Agreement, the Initial Licence Fee (in respect of the period between the Commencement Date and the next following 31 March of (which fee shall be calculated prorata in proportion to the period from the Commencement Date to the next following 31 March; and on 1 April in each year during the Term of this Agreement, the Annual Fee. The Annual Fee becomes payable on 1 April in each year irrespective of whether AIPM has issued a Tax Invoice. (d) (e) The Assessor Licence Fees is payable free of deductions and withholdings into such bank account or by such method of payment as AIPM shall direct from time to time. The parties acknowledge that the Assessor Licence Fees are not refundable, including where the Assessor withdraws from AIPM or ceases providing Assessment Services for any reason. Payment of the Assessor Licence Fee does not relieve the Assessor from payment of any other fee to AIPM when due and payable including the Annual Membership Fee and the Recertification Fee. The Assessor Licence Fee is exclusive of GST. 11. LICENCE AND MARKETING AIPM grants the Assessor a non-exclusive, revocable and non-transferable licence to use the Licensed Property during the Term solely for the Licensed Purpose and subject to such additional conditions as AIPM may from time to time reasonably require. The Assessor may disclose to the public that he or she is an assessor appointed by AIPM and may display their Post Nominals and the Logo. The licence granted in this clause is personal to the Assessor, who may not sub-licence or permit any other person to use the Licensed Property. Page 10
(d) In no circumstances may an Assessor: 12. NATURE OF RELATIONSHIP use or display any mark or logo owned or used by AIPM other than the Licensed Property; or use any mark or logo in conjunction with the Licensed Property except the Assessor s own mark or logo. The parties acknowledge and agree that the Assessor provides the Services to AIPM as an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture or partnership relationship between the AIPM and the Assessor. AIPM is not, by executing this contract bound to engage the Assessor to carry out any services. AIPM is not restricted in any way from engaging any persons to carry out RegPM Assessments. 13. TERMINATION 13.1 Termination for Cause Subject to clause 13.1 a party (the Terminating Party ) may immediately terminate this Agreement at any time on written notice to the other party (the Other Party ) if: (iii) (iv) the Other Party breaches a condition of this Agreement; the Other Party defaults in performance or observance of any provision of this Agreement (other than a condition) and fails to remedy such default within thirty (30) days of receipt of notice from the Terminating Party specifying the breach and requiring it to be remedied; the Other Party becomes bankrupt or insolvent or is otherwise unable to pay its debts as and when they become due; or the Other Party ceases or threatens to cease to carry on business. AIPM may immediately terminate this Agreement by written notice to the Assessor, if at any time the Assessor commits a breach of confidentiality or breaches the Australian Privacy Principles. In the event of termination by AIPM in accordance with sub-clause, the Assessor must complete outstanding assessments and provide the required assessment reports to AIPM within the notice period. AIPM may also direct the Assessor not to perform the Services for the duration of the notice period. In this case the Assessor is not entitled to claim payment in respect of assessments uncompleted at the time of termination. Page 11
13.2 Termination on Expiry Date The Agreement will come to an end on the Expiry Date or any revised Expiry Date agreed in writing between the parties. 14. CONFIDENTIALITY 14.1 Disclosure of Confidential Information The Assessor acknowledges that all Confidential Information is and will be the sole and exclusive property of AIPM. The Assessor must not, during this Agreement and at all times after the termination or expiry of this Agreement, disclose to any third party any Confidential Information, either directly or indirectly, knowingly or inadvertently, except: (iii) (iv) (v) to a Candidate the Assessor is assessing, and then only as permitted by this Agreement; or if such disclosure is required in the course of providing the Services, and the Person to whom the Confidential Information is disclosed warrants not to disclose the Confidential Information in accordance with this clause; or with the prior written consent of AIPM; or if that part of the Confidential Information which is to be disclosed is already in the public domain (other than as a result of a breach by the Contractor); or if the disclosure is required by law. The Assessor must not, during this Agreement and at all times after the termination or expiry of this Agreement, use, for their own benefit or the benefit of any third party, any Confidential Information other than in the proper provision of the Services during this Agreement, without the prior written consent of AIPM. 14.2 Acceptance of Confidentiality obligations The Assessor warrants and covenants that he or she will: treat and keep Confidential Information on the strictest of secrecy and confidentiality and expressly acknowledges and agrees that Confidential Information is of secret and confidential nature; do everything reasonably necessary to protect and maintain the confidentiality of the Confidential Information; comply with any security measures in connection with Confidential Information that may be required by AIPM, and to promptly return any confidential information to AIPM at the completion of the assignment or if AIPM requires, erase the Confidential Information; and Page 12
(d) advise AIPM immediately it becomes aware of any breach of this Confidentiality undertaking, and will do all things necessary to protect and indemnify AIPM from legal action. 14.3 Breach of Confidentiality If the Assessor breaches his or her Confidentiality obligations, then in addition to, and without prejudice to, any other remedy that AIPM may have, AIPM is entitled to seek and obtain injunctive relief in any court of competent jurisdiction. 14.4 Accessing and Handling Candidate Records and Assessment Materials The Assessor must comply with the Australian Privacy Principles. The Assessor must: provide to AIPM their completed Assessment Report and the candidate s completed Assessment Record Book immediately upon completion of the assessment; and keep a copy of the candidate s completed Assessment Record Book and their Assessment Report for a period of not less than 3 years after initial certification. 15. PRIVACY AND DISCLOSURE OF PERSONAL INFORMATION 15.1 Access Where the Assessor has access to Personal Information under this Agreement he or she: is responsible for: holding the Personal Information: ensuring that Personal Information is protected against: (A) (B) (C) loss; unauthorised access, use, modification or disclosure; and against other misuse; must not use the Personal Information other than for the purposes of this Agreement unless he or she is: required or authorised by law; or authorised in writing by both AIPM and the individual to whom the Personal Information relates but only to the extent authorised. Page 13
15.2 Acknowledgement Deed and Authorisation AIPM may at its sole discretion and at any time require the Assessor to arrange for a permitted recipient to execute a deed (in a form reasonably required by AIPM) relating to the non-disclosure and use of the Personal Information and the Assessor will promptly arrange for such deed to be executed and provide to AIPM. The Assessor must ensure that: only authorised personnel have access to Personal Information; immediately notify AIPM if: (A) (B) (C) (D) (E) the individual to whom the Personal Information relates authorises the Assessor to use his/her Personal Information for other purposes; the individual to whom the Personal Information relates consents to the Assessor s disclosing of his/her Personal Information; and/or it becomes aware that a disclosure of Personal Information is, or may be required or authorised by law; its employees are aware of the Assessor s obligations under this clause including, when requested by AIPM, requiring those employees, agents and sub-contractors to promptly sign a suitable privacy deed relating to Personal Information; and comply with such other privacy and security measures as AIPM reasonably advises the Assessor in writing from time to time. The Assessor must immediately notify AIPM upon becoming aware of any breach of this clause 15. 16. INTELLECTUAL PROPERTY 16.1 Intellectual Property Rights The parties agree and acknowledge that: (iii) this Agreement does not give the Assessor any Intellectual Property Rights in or relating to the Licensed Property, except as permitted by this Agreement; AIPM grants to the Assessor an irrevocable, non-exclusive licence to use the Licensed Property for the purposes of carrying out the Assessment Services; the Assessor shall disclose to AIPM immediately any Intellectual Property created or acquired by the Assessor in or relating to the Page 14
(iv) Licensed Property through the performance of the Assessment Services; and ownership of Intellectual Property in or relating to the Licensed Property vests upon its creation in AIPM. The Assessor upon request by AIPM undertakes and agrees, at its own cost, to do all things necessary and execute all documents to permit the vesting of ownership and title of Intellectual Property in AIPM. If ownership of or title in Intellectual Property in or relating to the Licensed Property is not capable of being vested in AIPM under clause 16.1(iv) because the Assessor does not own and is unable at a reasonable cost to obtain ownership of that Intellectual Property the Assessor must at their own cost ensure that AIPM is suitably and irrevocably licensed to use and to sublicence the use of that AIPM Material or that Intellectual Property. 17. USE OF AIPM LOGO The Assessor warrants that it will abide by any instructions given by AIPM on the use and display of AIPM Logos associated with the RegPM certification system. 18. INSURANCES 18.1 Required insurances The Company or the Assessor must hold and keep current, at the Company or the Assessor s own cost, with a level of coverage specified by AIPM, the following insurances: public liability insurance in respect of the Assessor who is connected with the provision of the Services under this Agreement, with cover up to the amount specified in Schedule I; Professional Indemnity Insurance with the Assessor listed as an insured person with cover up to the amount specified in Schedule I; and any other insurances required by law. 18.2 Evidence of insurances The Assessor must, on request, provide satisfactory evidence to the AIPM of the existence and currency of the insurance policies referred to in this clause. Such evidence includes, but is not limited to, a certificate of currency. If the Assessor fails to provide such evidence, AIPM may withhold payment of the Assessor Payment until the evidence is provided. Page 15
19. DISPUTE RESOLUTION 19.1 Dispute resolution procedure If a dispute arises out of or relates to this Agreement, a party must not commence any court or other proceedings relating to the dispute unless it has first complied with the following procedure: the party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute; on receipt of that notice by that other party, the parties must endeavour in good faith to resolve the dispute using informal dispute resolution techniques such as mediation, expert evaluation, arbitration or similar methods agreed by them; and if the parties do not agree within 10 days of receipt of the notice (or such further period as the parties agree in writing) as to: (iii) the dispute resolution method and procedures to be adopted; the timetable for all steps in those procedures; and the selection and compensation of the independent person required for such method, 19.2 Other proceedings the parties must mediate the dispute in accordance with the Mediation Rules of the Law Society of New South Wales. Nothing in this Agreement will prejudice the right of a party to initiate proceedings to enforce payment due under this Agreement or to seek urgent injunctive or declaratory relief in respect of a dispute or any matter arising under this Agreement. 20. EFFECT OF WARRANTIES The Assessor and the Company jointly and severally warrant and agree that: prior to entering into this Agreement, the Assessor and the Company have had sufficient time to consider the terms of this Agreement, its implications and the advice given to them in respect of it; and AIPM is relying upon this warranty in executing this Agreement. 21. INDEMNITIES The Assessor and the Company jointly and severally indemnify AIPM and keep AIPM indemnified (on a full indemnity basis) against any loss, cost, expense or damage suffered or incurred by AIPM arising directly or indirectly out of: a breach by the Assessor of this Agreement; and Page 16
the claim by a third party against AIPM arising out of or related to any act or omission on the part of the Assessor. 22. NOTICES 22.1 Address for service All notices, consents, approvals, demands and other instruments required or permitted to be served under this Agreement must, unless otherwise in this Agreement expressly provided, be in writing, signed by or on behalf of the party serving the same or by that party s solicitor and may be served upon the party at the address specified in Schedule H or such alternate address as notified by one party to the other. 22.2 Service Service will be sufficient if any such notice is: delivered personally to the party to be served; sent by ordinary post to either the above address or to a registered office. If a notice is posted, it is deemed to have been duly served on the second Business Day after postage, or if service of the notice is to an address outside Australia, on the fifth Business Day after postage; or sent electronically to the last known electronic number of the party to be served, and will be deemed to be served at the time a facsimile or email is sent, and in the case of a facsimile, a satisfactory transmission report is received, and in the case of an email, there is no bounce back, but if the notice is sent after 5:00pm in the place of receipt or on a non-business Day, the notice is taken to have been received at 9:00am on the next Business Day. 23. GENERAL 23.1 Entire Agreement This Agreement constitutes the sole and entire agreement between the parties and a warranty, representation, guarantee or other term or condition of any nature not contained or recorded in this Agreement is of no force or effect. 23.2 Legal advice Each of the parties acknowledges that they have obtained independent legal advice about the nature and effect of this Agreement and understands the full purport and effect of this Agreement. 23.3 Amendment No variation or waiver of, or any consent to any departure by a party from, a provision of this Agreement is of any force or effect unless it is confirmed in writing signed by the parties and then that variation, waiver or consent is effective only to the extent for which it is made or given. Page 17
23.4 Assignment No party may assign its rights under this Agreement without the consent of the other party. 23.5 No Reliance The parties warrant that they have made their own enquiries in respect of the matters contained in this Agreement and do not rely on any representation by any party or any other person whatsoever. 23.6 No Merger Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any right, power or remedy that a party may have against another party or any other person at any time. No provision of this Agreement which requires action by a party after completion shall merge on completion. 23.7 Waiver The failure, delay, relaxation or indulgence on the part of any party in exercising any power or right conferred upon that party by this Agreement does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right under this Agreement. 23.8 Severance If any provision of this Agreement is invalid and not enforceable in accordance with its terms, other provisions which are self-sustaining and capable of separate enforcement without regard to the invalid provision, are and continue to be valid and enforceable in accordance with their terms. 23.9 Further Assurance Each party must do, sign, execute and deliver all deeds, documents, instruments and acts reasonably required of it or them by notice from another party effectively to carry out and give full effect to this Agreement. 23.10 Attorneys Where this Agreement is executed on behalf of a party by an attorney, that attorney by executing declares that the attorney has no notice of the revocation of the power of attorney under the authority of which the attorney executes this Agreement on behalf of that party. Page 18
23.11 Counterparts This Agreement may be executed by any number of counterparts and all of those counterparts taken together constitute one and the same instrument. 23.12 Remedies Cumulative The rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of any other rights, powers or remedies provided by law. 23.13 Confidentiality The parties must maintain absolute confidentiality concerning the existence and terms of this Agreement and the business or affairs of any of the released parties and no announcement or communication relating to such business affairs or the negotiations of the parties or existence, subject matter or terms of this Agreement may be made or authorised by or on behalf of a party without the prior written approval of the other parties except that a party may make such disclosures in relation to this Agreement as may be reasonably necessary: to its professional advisers, bankers, financial advisers and financiers or to any person whose consent is required under this Agreement or for a transaction contemplated by it upon those persons undertaking to keep confidential any information so disclosed; or to comply with any applicable law or the requirement of any regulatory body. 23.14 Liability of parties If any party to this Agreement consists of more than one person then the liability of those persons in all respects under this Agreement is a joint liability of all those persons and a separate liability of each of those persons. If any covenant or agreement given by any party to this Agreement is given jointly with any one or more other parties to this Agreement then such covenant or agreement shall also be a separate obligation of each party. 23.15 Governing law and jurisdiction This Agreement is governed by, and is to be construed in accordance with, the laws of New South wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any court hearing appeals from those courts. 23.16 Relationship of the parties Nothing in this Agreement will constitute or be construed to constitute a party as the partner, agent, employee or representative of any other party or to create any trust relationship between them. Page 19
23.17 Legal Fees Each party shall bear its own legal fees in respect of preparation and negotiation of the Agreement. Page 20
SCHEDULES The below schedules form part of the AIPM / Assessor Service Agreement. The below schedules will be reviewed on annually on 31 March in each year thereafter. SCHEDULE A - Assessor details Assessor: [NAME] [ABN] of [Address] <list levels approved for assessor> Assessor Level: authorised to assess certification levels: Certified Practising Project Executive (CPPE) Certified Practising Project Director (CPPD) Certified Practising Senior Project Manager (CPSPM) Certified Practising Project Manager (CPPM) Certified Practising Project Practitioner (CPPP) SCHEDULE B - Company details Company: [NAME] [ABN] of [Address] SCHEDULE C - Commencement Date: 1 April 2016 SCHEDULE D - Expiry Date: 31 March 2019 SCHEDULE E - Assessor Payments: The review of schedule E on the aforementioned review dates does not indicate or promise any alteration to the included fees as set out in this schedule. Any changes to this schedule arising from a review are at the discretion of AIPM. Assessor Payments The below table Assessor Payments depicts the fixed honorarium payable to the Assessor per candidate for each assessment completed. The fees below are GST exclusive. Level Certified Practising Project Participant (CPPP) Certified Practising Project Manager (CPPM) Assessor Payment $900 + GST $1,200 + GST Page 21
Certified Practising Senior Project Manager (CPSPM) Certified Practising Project Director (CPPD) Certified Practising Project Executive (CPPE) $1,300 + GST $1,400 + GST $1,550 + GST SCHEDULE F - Assessor Licence Fees From 1 April 2016 to 31 March 2017 Assessor Licence Fees will be: $990 + GST per annum. These may be reviewed in future years at the discretion of AIPM. SCHEDULE G - Description of Services: The Assessor will carry out services under the rules and regulations as set out in the service agreement and as prescribed by the policies and procedures of AIPM as determined by AIPM from time to time. SCHEDULE H - Address for Notices: AIPM National Manager Professional Advancement Address: Level 9, 139 Macquarie Street, Sydney, NSW, 2000; Facsimile: + 61 2 8288 8711; and Email: info@aipm.com.au Assessor Address: Email: Company Address: Email: SCHEDULE I - Required Insurance: Public Liability $5 Million Professional Indemnity $2 Million Page 22
APPENDIX A: LOGO Logos are supplied for the Licensed Purpose use in accordance with this Agreement Page 23
EXECUTED as an Agreement Executed by Australian Institute of Project Management (ACN 001 443 303) by its authorised representative in the presence of: ) ) ) Signature of Authorised Representative Name: Signature of Witness Name of Witness: Signed by the said Assessor in the presence of: ) ) ) Signature of Assessor Name of Assessor: Signature of Witness Name of Witness: Executed by the Company [Insert Name and ACN] by its authorised representative in the presence of: ) ) ) Signature of Authorised Representative Name: Signature of Witness Name of Witness: Page 24