Material and information
14. Intellectual Property Rights
14.1 You own the Intellectual Property Rights in all Agreement Material subject to clause 14.2.
14.2 We own all Commonwealth Material, including Intellectual Property Rights in that Material.
14.3 You grant us a licence to use, reproduce, publish, adapt and exploit the Intellectual Property Rights in Agreement Material and Existing Material, excluding Secret and Sacred Material for any Commonwealth purpose. This licence is permanent, irrevocable, free, worldwide, non-exclusive and includes a right of sublicence.
14.4 We license you to use the Commonwealth Material (including copying it and supplying it to others), but only for the purposes of this Agreement.
14.5 You must ensure that you have the right, or will have the right at the relevant time, to deal with the Intellectual Property Rights in the Agreement Material and any Existing Material under this clause 14.
14.6 If we require, you must bring into existence, sign or otherwise deal with any document which we consider is necessary or desirable to give effect to this clause 14.
14.7 You must obtain, from each author of any Agreement Material or Existing Material, a written consent to the Specified Acts. The consent must cover Specified Acts done before or after the date of the consent, and whether done by us or by someone claiming under or through us. If we ask, you must give us the original of the consent.
15. Safekeeping and return of Commonwealth Material
15.1 You must keep safe and maintain all Commonwealth Material. You accept all risk relating to that Material.
15.2 Unless we otherwise direct, you must promptly return all Commonwealth Material when this Agreement ends or is terminated.
16. Privacy issues
16.1 In this clause 16, 'Information Privacy Principle' and 'Personal Information' have the same meaning as in the Privacy Act 1988 (Cth).
16.2 You agree:
- not to do anything which, if done by the Commonwealth, would breach an Information Privacy Principle; and
- to comply with any directions from us, to the extent that they are consistent with the Information Privacy Principles or a Commonwealth, State or Territory public interest determination or privacy determination.
16.3 If you become aware of any breach or possible breach of this clause 16, you must notify us immediately.
16.4 You acknowledge that we or the Commonwealth including us may disclose or publish details about this Agreement or the Activity. The details may include (but are not limited to) your name, the value of the Funding, and the location of where the Activity is being delivered or performed.
16.5 You must obtain any subcontractor’s express consent for the disclosure to us of the subcontractor’s identity (and their Personal Information if the subcontractor is an individual) to us. The consent obtained must extend to allowing us to disclose for reporting purposes the subcontractor’s identity, and the existence and nature of the subcontract.
17. Confidential Information
17.1 In this clause 17, “Confidential Information” means information that:
- the parties know, or ought to know is confidential; or
- is described in Item K of the Schedule; or
- information that the parties agree in writing after the date of this Agreement is confidential information for the purposes of this Agreement; or
- Secret and Sacred Material.
17.2 Subject to clause 17.3, a party must not disclose Confidential Information to anyone, without the prior written consent of the other party.
17.3 A party can disclose Confidential Information to the extent that it:
- is disclosed to its internal management personnel, solely to enable effective management or auditing of Agreement-related activities;
- is disclosed by us to the responsible Minister;
- is disclosed by us, in response to a request by a House or a Committee of the Parliament of the Commonwealth of Australia;
- is shared within a party, or with another agency, where this serves the Commonwealth’s legitimate interests;
- is authorised or required by law to be disclosed; or
- is in the public domain otherwise than due to a breach of this clause 17.
17.4 Where a party discloses Confidential Information to another person under clause 17.3 they must:
- notify the receiving party that the information is confidential; and
- not provide the information unless the receiving person agrees to keep the information confidential.
17.5 You agree to secure all of our Confidential Information against loss and unauthorised access, use, modification or disclosure.
18. Confidentiality deeds
18.1 If we ask, you must promptly arrange for any of your subcontractors, employees, and volunteers to promptly give us a signed confidentiality deed relating to the use and non-disclosure of our Confidential Information.
18.2 You must use the form of confidentiality deed we provide.