Improvement Foundation Head Agreement
PART F: MEANINGS IN THIS AGREEMENT
In the online head agreement, unless the context otherwise requires:
Agreement means each agreement for the provision of Services formed and each such agreement will be on the terms specified.
Bankruptcy Event means a party (a) becomes an externally-administered body corporate or an insolvent under administration or has a controller appointed over its property (all within the meaning of section 9 of the Corporations Act 2001 (Act)), (b) has a resolution passed for its winding up or liquidation, (c) becomes insolvent or bankrupt, or cannot pay its debts as and when they fall due.
Business Day means a day that is not a Saturday or Sunday or a public holiday in the place where the Services (or majority of the Services) are being performed.
Client means a client of IF who has a Head Agreement with IF.
Commencement Date means (a) in respect of these Conditions the date the Head Agreement is approved, and (b) in respect of each Proposal the date specified in the Proposal or as directed by IF.
Confidential Information means any confidential or proprietary information (in any form, including copies) obtained by the Health Service in its dealings with IF, including commercial or financial information about IF, IF’s business, Programs, Client or Head Agreements or about any customer or person associated with IF.
Consultant means any person who takes part in the provision of the Services whether as an officer, employee, agent or independent contractor of the Health Service.
Existing Intellectual Property means any Intellectual Property of the Health Service that is created by the Health Service at any time other than as a result of performing the Services.
GST means any tax imposed on the supply of goods or services under GST Law and GST Law means A New Tax System (Goods and Services Tax) Act1999.
Head Agreement means any agreement between IF and a Client under which IF and/or its subcontractors are to make supplies to the Client in respect of a Program and of which the Services do or will form part of such supplies as specified in a Proposal.
IF Web Portal means that part of IF’s web portal, which IF makes available to the Health Service to assist the Health Service in performing the Services under an Agreement and, if applicable, means being the portion of the IF Web Portal designated and used for the Program.
Intellectual Property means all copyright and all rights in relation to inventions (including patents and patent rights), registered and unregistered trademarks, registered and unregistered designs, confidential information, trade secrets and know-how, circuit layout rights and any other rights resulting from intellectual activity in the industrial, scientific, literary and artistic fields.
New Intellectual Property means any Intellectual Property that is created by the Health Service as a result of performing the Services.
Program means an improvement program, project, initiative or activity being carried out by IF including under a Head Agreement to which the Services relate as specified in the Proposal.
Proposal means any offer which IF makes to the Health Service or the Health Service makes to IF from time to time (by formal letter, by email or any other written form including prepared using the form of the proposal template attached as a Schedule to these Conditions) in respect of Services (and includes details of the Services (if any) attached or referenced in the same).
Services means all services to be made by the Health Service as specified in the Proposal or as otherwise mutually agreed in writing between the parties from time to time.
Term means the period that the Health Service is to commence and complete the Service for IF as specified in a Proposal or as otherwise mutually agreed in writing between the parties from time to time.