specified in the applicable Contract Specifications. The term Machine Code excludes source code and the operating system and any software applications. Managed Services has the meaning given in clause 2 of the Services Terms. Material means any document or other thing in which Intellectual Property Rights subsist. Material Adverse Event means any matter that: substantially and adversely affects the Supplier’s ability to perform any of its material obligations under this Agreement or a Supply Contract, which may result from: any material litigation or proceeding against the Supplier; the existence of any material breach or default of any agreement, or of any or award that is binding on the Supplier; matters relating to the commercial, technical or financial capacity of the Supplier or in the knowledge of the Supplier, any Approved Agent or subcontractor proposed to be engaged in respect of this Agreement or a Supply Contract; or any obligation under another contract the compliance with which may place the Supplier in material breach of this Agreement or a Supply Contract; or the Supplier knows, or should reasonably know, will, or has the potential to, cause material reputational damage to the Purchasing Authority or the Customer as a result of the Purchasing Authority and/or the Customer’s association with the Supplier. Rights means a person’s moral rights as defined in the (Cth). Copyright Act 1968 New Material means any Material that is: newly created by or on behalf of the Supplier during the performance of its obligations under the Supply Contract; incorporated into a Deliverable; and delivered to the Customer in accordance with the requirements of the Supply Contract, except for any Material that is Existing Material or any adaptation, translation or derivative of that Existing Material. Notice in Writing means a notice signed by a Party’s authorised representative or his/her delegate or agent which must not be an email, or a document scanned and sent by email. NSW Government Body means: any Division of the Government Service as defined under the Public Sector Employment (NSW); and Management Act 2002 a NSW Public Sector Service, whether in whole or in part (as defined under the Public (NSW)), being: Sector Employment and Management Act 2002 the Teaching Service (including any public school or TAFE in NSW); the NSW Police Force; the NSW Health Service; the service of either House of Parliament, or the President or Speaker, or the President and the Speaker jointly; any service of the Crown;
specified in the applicable Contract Specifications. The term Machine Code excludes source code and the operating system and any software applications. Managed Services has the meaning given in clause 2 of the Services Terms. Material means any document or other thing in which Intellectual Property Rights subsist. Material Adverse Event means any matter that: substantially and adversely affects the Supplier’s ability to perform any of its material obligations under this Agreement or a Supply Contract, which may result from: any material litigation or proceeding against the Supplier; the existence of any material breach or default of any agreement, or of any or award that is binding on the Supplier; matters relating to the commercial, technical or financial capacity of the Supplier or in the knowledge of the Supplier, any Approved Agent or subcontractor proposed to be engaged in respect of this Agreement or a Supply Contract; or any obligation under another contract the compliance with which may place the Supplier in material breach of this Agreement or a Supply Contract; or the Supplier knows, or should reasonably know, will, or has the potential to, cause material reputational damage to the Purchasing Authority or the Customer as a result of the Purchasing Authority and/or the Customer’s association with the Supplier. Rights means a person’s moral rights as defined in the Copyright Act 1968 (Cth). New Material means any Material that is: newly created by or on behalf of the Supplier during the performance of its obligations under the Supply Contract; incorporated into a Deliverable; and delivered to the Customer in accordance with the requirements of the Supply Contract, except for any Material that is Existing Material or any adaptation, translation or derivative of that Existing Material. Notice in Writing means a notice signed by a Party’s authorised representative or his/her delegate or agent which must not be an email, or a document scanned and sent by email. NSW Government Body means: any Division of the Government Service as defined under the Public Sector Employment and Management Act 2002 (NSW); a NSW Public Sector Service, whether in whole or in part (as defined under the Public Sector Employment and Management Act 2002 (NSW)), being: the Teaching Service (including any public school or TAFE in NSW); the NSW Police Force; the NSW Health Service; the service of either House of Parliament, or the President or Speaker, or the President and the Speaker jointly; any service of the Crown;
its_2573_prequalified_master_supply_agreement.docx