This document has been proactively released. Redactions have been made consistent with
sections 9(2)(a) and 9(2)(b)(ii) of the Official Information Act 1982.

  

 

- Deliver course material to Ministry employees when requesled.

The will be held at any ofthe following locations:

Auldhouse 
Level 8, Lumley House
11 Hunter st,
Wellingum 6011

Auckland
Three Lamps

338 Ponsonhy Rnad
PO BOX 214
Auckland 1140

Auldhcuse Christchurch
13 Stanley Street
Sydenham

PO BOX 2253

Christchu 8023

 

I Capped rates for Services

The total Charges for the Services under this Agreemem are capped ai
$112,000 plus 

The Charges will be applied in accordance with Appendix 1 to Section B.

 

 

 

       

 

Completion Date 31 March 1011
(clause 7.1, Section 5)
Address for Notices 
{clause 21.5, Section E) . ., 77
Ministry of Business, Innovation zx Security limited
and Employment 5 Karena Street
15 Stout Street Brooklyn
Po Box 1473 WELLINGTON 6021
WELLINGTON
Email: 
Email: --
Attentlon: Simon Howard
Attenllon: 

 

 

 

mater Ago-mm Farm-mad Sod-I Mada Sum Training

 

SIGNED

Signed by Shayne Gray, GM Service Quality Branch
the authorised delegate of the Chief Executive of
the Ministry of Business Innovation and
Employment:



Signature 
Date: k/L If

 

Signed for and on behalf of ZX Security Limited by: 

Signature

S5 Mow 2M0 wad/

Print Full Name
DJ re 0749??,

Print Title

Date: /2i/ 20/?

Master Agreement For Advanced Social Media Search Training

SECTION 
TERMS AND CONDITIONS

De?nitions

In this Agreement, the following terms have the stated
meanings:

Agreement means Section A (Agreement and Details,
including the cover page and signature clauses), Section
B, Section C, and any Statement of Work;

Business Day means any day not being a Saturday or Sunday
or public holiday within the meaning of section 44 of the
Holidays Act 2003;

Charges means the charges set out in the relevant sow or,
where none are stated, the rates set out in the Details;

Completion Date means the date set out in the Details (if
any);

Con?dential Information means the terms and conditions 1-2
of this Agreement, the Deliverables and all information and

data (in any form) produced or acquired by the Provider or

its Personnel in connection with this Agreement orthe

performance of the Services, and the Ministry Data; 13

Deliverables means the deliverables (if any) described

generally in the Details and more particularly in a Statement 1 4
of Work and any other documents, reports or other 
materials produced by the Provider in the course of 1.5
providing the Services; 1 6

Delivery Date means the delivery date set out in the

relevant SOW (if any); 1 7

Details means the agreement-speci?c details set out in

ct' 
Se ion 1.8

Exit Services has the meaning given in clause 8.7;

Goods means the goods described generally in the Details 1.9
and more particularly in a Statement of Work;

GST means goods and services tax within the meaning of
the Goods and Services Tax Act 1985;

Intellectual Property Rights includes copyright and all rights
conferred under statute, common law or equity in relation
to inventions (including patents), registered or unregistered
trade marks and designs, circuit layouts, data and
databases, confidential information, know-how, and all
other rights resulting from intellectual activity, and
Intellectual Property has a corresponding meaning;

Key Personnel has the meaning given in clause 9.1;

Milestone means an event or task under this Agreement to
be performed at or by a particular date and time, as set out
in the relevant SOW (if any);

Ministry Data means all information and data (in any form)
belonging to the Ministry that is acquired by the Provider or
its Personnel in connection with this Agreement, the supply
of the Goods and the performance of the Services and 3.1
includes the Ministry's information systems and processing

facilities, all data relating to the operations and

clients and all data or business knowledge about the

Ministry, its Personnel, customers and suppliers;

Parties means the Ministry and the Provider, including their
permitted assigns;

Personnel means all employees, contractors, agents and
of?cers and includes, to avoid doubt, Key Personnel (if any);

Services means the services described generally in the
Details and more particularly in a Statement of Work
together with all other work to be performed by the
Provider to supply the Deliverables and perform its other
obligations under this Agreement; and

Statement of Work means a statement of work for the
supply of Goods and provision of Services and Delivera bles,
in a form the same as or similar to the form set out in
Section and which is governed by the terms of this
Agreement; and SOW has a corresponding meaning.

References to clauses and Sections are to clauses and
Sections of this Agreement and references to persons include
bodies corporate, unincorporated associations or
partnerships.

The headings in this Agreement are for convenience only and
have no legal effect.

The singular includes the plural and vice versa.
"Including? and similar words do not imply any limitation.

References to a statute include references to that statute as
amended or replaced from time to time.

References to or are to New Zealand currency,
except where expressly stated othemrise.

The rule of construction known as contra proferentem does
not apply to the interpretation of this Agreement.

if there is any con?ict of meaning between a Statement of
Work, the Details and Section B, the following order of
precedence applies in descending order:

a. Section 
b. the Details in Section and
c. the sow,

except where the relevant SOW expressly states
otherwise.

Statements of Work

This Agreement incorporates each SOW which is:

a. attached to this Agreement on signing; and

h. each SOW stated to be subject to this Agreement;
and

c. signed by the Parties.

Goods, Services and Deliverables

The Provider must provide the Goods, Services and
Deliverables efficiently, with reasonable skill and
care and using suitably skilled, experienced and qualified
Personnel, in accordance with:

Master Agreement For Advanced Social Media Search Training 4

3this Agreement, including the standards and
Milestones and other timeframes (if any) set out in
the relevant SOW (and if no timeframe is set out in
the relevant SOW, within a timeframe that is
reasonable in the circumstances);

b. the best currently accepted principles and practices
applicable to the Goods, Services and Deliverables;

c. all applicable-laws, regulations, rules and
professional codes of conduct or practice, including
the Employment Relations Act 2000, the
Immigration Act 2009 and the Health and Safety at
Work Act 2015;

d. the Ministry?s security and health and safety
policies and requirements where the Provider is
providing any of the Goods, Services and
Deiiverables on the Ministry?s premises; and

e. the reasonable directions of the Ministry.

The Provider must ensure that the Goods, Services and
Deliverables are fit for the purpose set out in the relevant
SOW (if any).

The Provider must obtain all third party consents,
licences, authorisations and approvals required for it to
provide the Goods, Services and Delivera bles under this
Agreement.

If the Goods, Services and Deliverables are not, in the
Ministry's reasonable opinion, provided in accordance
with this Agreement (including in accordance with any
Milestone due dates set out in the relevant 50W) or are
not otherwise in accordance with the Ministry?s
requirements, the Ministry may (without limiting its other
remedies):

a. require the Provider to remedy the deficiency
immediately at the Provider?s cost, including (if
applicable) by replacing the Goods;

b. withhold any payment due to the Provider until the
deficiency is remedied to the Ministry?s satisfaction;

c. deduct a reasonable amount from any payment due
to the Provider to reflect the deficiency; and/or

d. reject any or all of the Goods.

The Provider must provide any Deliverable in such format,
and on such medium, as is reasonably required by the
Ministry.

The Provider?s engagement under this Agreement is non-
exclusive. The Ministry is:

a. free to obtain services, goods or deliverables of
the same or similar type from any other person or
to supply those services, goods or deliverables
itself; and

b. not required to obtain any particular volume or
dollar value of Goods, Services and Deliverable-s
from the Provider.

The Provider acknowledges that the Ministry may engage
other suppliers to provide goods or services that relate to
or are used by the Ministry in conjunction with the
Goods, Services and Deliverables. The Provider agrees to
co-operate fully and collaborate in good faith with the

4.

5.2

5.3

5.4

5.5

Ministry and any external suppliers in a timely manner,
including:

a. providing information reasonably required to
ensure that the Ministry and any external supplier
is able to perform their relevant responsibilities
and functions; and

b. to the extent that it is within the Provider's control
achieving efficiency and reliability of services,
goods and deliverables provided to the Ministry
and to ensure efficient change control processes
across all suppliers.

I

Ministry inputs

The Ministry must use reasonable efforts to provide the
inputs set out in the relevant Statement of Work (if any) to
the Provider in accordance with any timeframes set out in
that Statement of Work (and if no timefra me is set out in the
relevant Statement of Work, within a timeframe that is
reasonable in the circumstances).

Goods

This clause 5 applies where the Provider supplies Goods to
the Ministry under this Agreement.

The Provider must provide the Goods on or before the
Delivery Date to the address set out in the relevant 50W and
at a time approved in advance by the Ministry.

Where the Goods are being supplied in batches, the Provider
must not enter into any commitments, arrangements or
agreements in respect of a second or successive batches until
the first batch has been delivered to the Ministry and the
Ministry has approved in writing those Goods.

The Provider warrants:
a. that at the time of the passing of the title in the Goods:
i. the Provider has the right to sell the Goods;

ii. the Goods are new, unless otherwise agreed by the
Ministry in writing;

the Goods are free from any charge or
encumbrance in favour of the Provider or any third

party;

iv. the Goods correspond with the description of the
Goods set out in the Details and the sow, and
meet the Ministry/s requirements as set out in the
Details and the 

v. the Goods are ?t for the purpose set out in the
sow, if any;

vi. the Goods are free from all defects, whether in
design, engineering, workmanship or otherwise;

vii. the Goods are supported by a manufacturer?s
warranty; and

the Goods are of merchantable quality; and
b. the additional warranties set out in the SOW, if any.

The Provider must transfer to the Ministry all third party
warranties relating to the Goods or, ifthe transfer is not
possible, the Provider will hold those warranties for the
benefit of the Ministry.

Master Agreement For Advanced Social Media Search Training 5

5.6

6.2

6.3

6.4

5.5

6.6

7.2

Unless otherwise provided in the relevant 50W: 7.3

a. title in any Goods provided to the Ministry underthis
Agreement will pass to the Ministry on the earlier of
payment by the Ministry of the Charges for those 8.
Goods or delivery of the Goods to the Ministry in
accordance with this Agreement; and

b. risk in the Goods will pass to the Ministry upon
delivery of the Goods to the Ministry, provided that
the delivery is received and signed for by an
authorised representative of the Ministry.

Charges and invoicing 8.2

Subject to clauses 3.4, 6.3, 6.4 and 6.5, the Ministry must
pay the Charges at the rates set out in the relevant SOW for
the provision of the Goods, Services and Deliverables,
provided that those rates must not exceed the capped rates
(if any) set out in the Details. The Charges are the total
amount payable by the Ministry for the provision of Goods,
Services and Deliverables under this Agreement.

The Provider must provide a valid invoice to the
Ministry for all Charges due in the manner set out in the
sow. The invoice must include:

3. details of the Goods, Services and Deliverables to
which the invoice relates; and

b. sufficient information to enable the Ministry to
validate the claim for payment.

The Ministry is not obliged to make any payment under this
Agreement until an invoice which complies with clause 6.2
has been received by it from the Provider.

The Charges are inclusive of all taxation except GST. The

Ministry shall be entitled to deduct any withholding tax 8.3
required to be withheld by law from payments made to the

Service Provider and shall not be required to gross-up or

increase any such payments in respect of such amounts

withheld.

Without limiting the Ministry? 5 rights under clause 3.4, the

Ministry may (acting reasonably) withhold any disputed

amount until the dispute is resolved. The Ministry must pay 8.4
any undisputed portion of the sum set out in each invoice by

the 20th of the month following the mo of receipt of the

invoice. 8 5

The Ministry must reimburse the Provider for delivery
costs or other expenses incurred by the Provider in
providing the Goods, Services and Deliverables only if,
and to the extent, set out in the relevant SOW.

Term

Subject to clauses 8.1, 8.2 and 20.2, this Agreement will
commence on the date it is signed and will continue until
the Completion Date set out in the Details. If any SOW is in
force on the Completion Date, this Agreement will continue
in respect of that SOW until provision of the relevant Goods,
Services and Deliverables in accordance with this
Agreement.

Each 50W commences on the date it is signed and
continues for the term stated in it (if any) unless terminated
earlier in accordance with that sow or this Section B,
provided that any 50W in force on the termination date of
this Agreement terminates on that same date.

The provisions of this Agreement apply to Goods, Services
and Deliverables provided prior to the date of this
Agreement, but subsequently referred to in a sow.

Termination

The Ministry may terminate this Agreement at any time by
giving 10 Business Days notice to the Provider, regardless of
whether there is a current SOW in force. To avoid doubt but
subject to clause 8.3, the effect of this is that any 50W in
force at the effective date of termination of this Agreement
terminates on that date.

The Ministry may terminate this Agreement immediately by
giving notice to the Provider, if the Provider:

a. is in breach of any of its obligations under this
Agreement and that breach is not capable of being
remedied;

b. fails to remedy any breach of its obligations under this
Agreement within 5 Business Days of receipt of notice
of the breach from th? Ministry;

c. does or omits to do something, or any matter
concerning the Provider comes to the Ministry's
attention, which in the Ministry?s opinion may cause
damage to the business or reputation of the Ministry or
of the Government of New Zealand;

d. has given or gives any information to the Ministry
which is misleading or inaccurate in any material
respect; or

e. becomes, or in the Ministry?s reasonable opinion, is
likely to become insolvent, bankrupt or subject to any
form of insolvency action or administration.

Where the Ministry has the right to terminate this
Agreement, it may at its discretion and to the extent
practicable instead of terminating the Agreement, terminate
any affected SOW and any SOW the Ministry considers to be
associated with that affected 50W, in whole or in part.
Clauses 8.4 to 8.9 apply, with all necessary amendments, to
the termination of all or part of a sow.

Termination or expiry of this Agreement does not affect the
rights and obligations of the Parties accrued up to and
including the date of termination.

Within 10 Business Days of termination of this Agreement:

a. where that termination was under clause 8.1, the
Ministry must pay the Provider for:

i. Goods, Services and Deliverables provided in
accordance with this Agreement up to the date of
termination; and

ii. any Goods provided in accordance with this
Agreement after the date of termination, where
the Provider had ordered those Goods prior to
receiving the notice of termination and,
despite using reasonable endeavours, is unable to
ca ncel that order,

(provided the Provider has provided an invoice which
complies with clause and

b. the Provider must refund to the Ministry all amounts
paid by the Ministry for Goods, Services and
Deliverables not provided. if the Ministry has paid a

Master Agreement For Advanced Social Media Search Training 6

8.6

8.7

8.8

8.9

9.2

9.3

10.

?xed Charge for any Goods, Services and Deliverables,
the Provider must refund to the Ministry a portion of
the ?xed Charge which, in the Ministry?s reasonable
opinion, relates to the Goods, Services and

Delivera bles not provided. 11'

Except to the extent the Provider is legally required to retain 11?1
any Con?dential Information, the Provider must, within 5
Business Days of termination or expiry of this Agreement:

a. return to the Ministry:

i. all Confidential Information in the Provider?s
possession or control; and

ii. all other property of the Ministry relating in any 11'2

way to this Agreement (including documents,
data, work-in-progress and materials in which the
Intellectual Property Rights of the Ministry are
vested and back-up copies) which is in the
possession or control of the Provider or its
Personnel; and/or

b. if requested by the Ministry, destroy or erase all
copies in any form of the Con?dential Information or
Ministry Intellectual Property and any other
documents prepared by or for the Provider which
contain or re?ect any Confidential Information or
Ministry Intellectual Property.

The Provider must, if requested by the Ministry, provide the
exit services set out in the relevant 50W, if any (Exit
Services) before or from the termination or expiry of that
50W.

The Ministry must, except where the Ministry has 12.
terminated under cla use 8.2, pay for the Exit Services at the

relevant rates set out in the SOW, up to the total maximum

cap set out in that sow for the Exit Services. To avoid

doubt, the terms of this Agreement continue to apply to the

Exit Services, with all necessary modification.

The provisions of this Agreement which, by their nature, are

intended to survive termination or expiry, including those 13-
provisions relating to remedying deficiencies (clause 3.4), 13.1
warranties (clauses 5.4 and 5.5), termination (clause 8)

intellectual property (clause 13), confidentiality (clause 14),

and liability and insurance (clause 16) will continue after the

expiry or termination of this Agreement.

Key Personnel

The Provider must ensure that the Key personnel set out in
the relevant sow (if a ny) (Key Personnel) provide the
relevant Services and Deliverables.

If, at any time during the term of this Agreement, any
member of the Key Personnel is not available to provide the
Services and Deliverables, the Provider must:

a. notify the Ministry of the non-availability of

any Key Personnel; and 13.2

b. consult with the Ministry when appointing a
replacement.

Where the Provider appoints a new person to a Key
Personnel role, it must ensure that a full and proper
handover occurs between each appointee to a Key
Personnel role.

Good Employer

The Provider must ensure that it operates policies and
systems that pro mote fair and proper treatment of
employees in all aspects of their employment.

Reporting Requirements

The Provider must report on the progress of the Services
and Deiiverables (including, if requested, providing copies
of current versions of any Deliverables) to the Ministry:

a. as set out in_the relegnt s'ow; and
b. in any format and on any medium reasonably
required by the Ministry.

The Provider must:

a. respond accurately and adequately to any
request for information made by the Ministry in
relation to this Agreement, including for the purpose
of enabling the Ministry to comply:

i. with its obligations under the Official information
Act 1982 and the Privacy Act 1993;

ii. with its obligations to relevant Ministers of the
Crown and Select Committees; and

othenvise for the purpose of enabling the
Ministry to comply with its internal and external
reporting and accountability obligations; and

b. ensure that all information provided to the Ministry
contains sufficient content and detail to enable the
Ministry to make use of the information for the
purpose for which it was requested.

Warranty

Each Party warrants to the other Party that it has full
power and authority to enter into and perform its
obligations under this Agreement which, when executed,
will constitute binding obligations on it in accordance with
this Agreement?s terms.

Intellectual Property

The following Intellectual Property (including any
modification, enhancement or derivative work of that
Intellectual Property) remains the property of the current
owner, regardless of its use in the Deliverables:

a. Intellectual Property that existed prior to the date of
this Agreement; and

b. Intellectual Property that was developed
independently of this Agreement.

To avoid doubt, all Intellectual Property Rights in the
Ministry Data (including in any modification, enhancement
or derivative work of that Ministry Data) remain the
property of the Ministry, regardless of its use in any
Deliverables.

Subject to clauses 13.1 and 13.4 and unless stated
otherwise in the relevant 50W, all new Intellectual Property
Rights in the Confidential Information (including any
enhancement, modification or derivative work of that
Confidential Information) and any other Intellectual
Property created or developed by the Provider or its
Personnel in performing the Services will be owned by the
Ministry from the date the Intellectual Property is created
or developed. Subject to clauses 13.1 and 13.4 the Ministry

Master Agreement For Advanced Social Media Search Training 7

13.3

13 .4

13.5

13.6

13.7

13.8

13.9

gra the Provider a revocable, transferable, royalty-free
licence to use, modify, licence, market and disseminate
the relevant Intellectual Property to its clients.

The Provider must not develop, create, use or provide in
the course of performing this Agreement any Deliverable
or other material which infringes or is likely to infringe the
Intellectual Property Rights of any person.

The Provider must not incorporate any Intellectual
Property owned by it or a party into the Confidential
Information or any Intellectual Property created or
developed in providing the Services unless:

a. the Provider?s (and any third party's) Intellectual
Property Rights are listed in the applicable 
and

b. the Provider grants or obtains for the Ministry an
irrevocable, transferable, perpetual, royalty-free
licence to use, modify, licence, market and
disseminate the relevant Intellectual Property for
the purpose set out in the relevant 50W or, if there
is no purpose set out, for the Ministry?s general
purposes, including any purpose reasonably
contemplated when the Services and Deliverables
were provided.

The Provider must indemnify and keep indemni?ed the
Ministry from and against all claims, proceedings,
damages, liability, loss, costs or expense (including legal
costs on a solicitor own client basis) in connection with
the infringement or alleged infringement of any third
party?s Intellectual Property Rights (IP Claim) arising out
of or in connection with any Services or Deliverables
provided under this Agreement, or the supply to or the
possession or use by the Ministry (or its Personnel) of the
Deliverables as contemplated by this Agreement.

The Provider's obligations under clause 13.5 are
conditional upon the Ministry:

3. notifying the Provider in writing of any
allegation of infringement; and

b. making no admission of liability without the
Provider?s consent (consent not to be unreasonably
withheld).

The Ministry must, at the Provider?s request, allow the
Provider to conduct and/or settle all negotiations and
litigation and give the Provider all assistance reasonably
requested by the Provider. The Provider must consult
with the Ministry on the settlement or defence of IP
Claims and reimburse the Ministry?s reasonable costs
associated with providing assistance under this clause.
The costs incurred or recovered in such negotiations and
litigations are for the Provider?s account.

The Provider is not required to indemnify the Ministry
under clause 13.5 to the extent that an IP Claim arlses as
a result of:

a. the Ministry?s breach of this Agreement; or

b. modi?cation or alteration of the Delivera bles by a
person other than the Provider (but only to the
extent of the modification or alteration).

Without limiting the indemnity in clause 13.5 or any other
rights of the Ministry under this Agreement, if at any time

13.10

14.
14.1

14.2

14.3

an IP Claim is made, or in the Provider's reasonable
opinion is likely to be made, then in defence or settlement
of the IP Claim, at the Ministry's request the Provider must
(at the Provider?s cost and option):

a. obtain for the Ministry the right to continue using
the items which are the subject of the IP Claim; or

b. modify, replace or re-perform the items which are
the subject of the IP Claim so they become non-
infringing, provided that this does not detract from
the performance of the Services or Deliverables.

Without limiting the Ministry?s other rights and remedies,
if the remedies in clause 13.9 are exhausted without
remedying or settling, to the Ministry's satisfaction, the IP
Claim, the Ministry may terminate this Agreement for
breach under clause 8.2a.

Con?dentiality

The Provider must, unless it has the prior written consent of
the Ministry:

3. keep the Con?dential Information confidential at all
times;

b. not disclose any Con?dential Information to any person
other than its Personnel to whom disclosure is
necessary for the purposes of providing the Goods,
Services and Deliverables;

c. ensure that it has in place adequate security measures
to safeguard the Con?dential Information from access
or use by unauthorised persons including, as a
minimum, complying with the Retention and
Disposal Schedules and all relevant requirements
imposed from time to time by the New Zealand
Government on the holding, access, use, retention and
disposal of government information;

(1. upon request by the Ministry, provide the Ministry with
independent verification of its compliance with clause
14.1c; and

e. ensure that any Personnel to whom it discloses
Con?dential information are aware of, and comply
with, the provisions of this clause 14.

The obligations of confidentiality in clause 14.1 do not apply
to any disclosure of Confidential Information:

a. required by law (including under the Official
Information Act 1982 and the Privacy Act 1993 or
required in accordance with Parliamentary practice);

b. to the extent that such disclosure is necessary for the
purposes of providing the Goods, Services and
Deliverables or exercising rights under this Agreement;
or

c. where such information has become public other than
through a breach of the obligation of confidentiality in
this clause 14 by the Provider, or its Personnel, or was
disclosed to the Provider on a non-con?dential basis by
a third party who is not in breach of any obligation of
confidentiality to the Ministry.

The Provider must not, without the Ministry? 3 prior written
approval:

Master Agreement For Advanced Social Media Search Training 8

15.
15.1

15.2

15.3

16.
16.1

16.2

16.3

16.4

16.5

a. make any public statement in relation to this
Agreement or the provision of the Goods, Services
and Deliverables to the Ministry, including making
press releases or naming the Ministry on any
customer list; or

b. offer any customer reference in relation to this
Agreement.

Conflict of'lnterest

The Provider must maintain a high standard of honesty and
integrity at all times in the performance of this Agreement
and must avoid conflicts of interest. Conflicts of interest
include: 

a. situations which could give rise to a conflict of interest 17'

or compromise the Provider?s or the Ministry? 5
integrity; or

17.1

b. any financial or other interest or undertaking that
could interfere with or compromise the performance
of the Provider?s obligations under this Agreement, or

the integrity or standing of the Ministry. 17.2

Unless othenivise stated in the relevant Statement Of Work,
the Provider warrants that it has no con?icts of interest at
the date of each Statement of Work.

The Provider must advise the Ministry in writing of any
actual or potential conflict of interest that might arise in the
provision of the Goods, Services and Deliverables as soon
as the Provider becomes aware of it, and must assist the
Ministry to address or avoid or mitigate that conflict of
interest.

17.3

Liability and Insurance

Except for the Ministry?s liability to pay the Charges,
neither Party is liable for any loss of profit, revenue, data,
savings, business and/or goodwill or any other indirect,
consequential or incidental loss or damage, regardless of
whether the other Party had been advised of the
possibility of such loss or damage.

17.4

Clause 16.1 does not apply to limit the Provider?s liability: 18.

a. under the Intellectual Property indemnity in clause
13.5;

18.1

b. in connection with a breach of clause 14; or
c. under clause 16.4

To the maximum extent permitted by law, the maximum
liability of the Ministry under or in connection with a SOW
whether arising in contract, tort (including negligence) or
otherwise is the total amount which would be payable
under that SOW if all Goods, Services and Deliverables
had been provided in accordance with the sow.

The Provider indemnifies the Ministry against any claim,
liability, loss or expense, including legal fees on a solicitor
own client basis (together, loss), brought or threatened
against, or incurred by the Ministry, arising from fraud or
wilful misconduct by the Provider or its Personnel or
personal injury or death as a result of, or in connection
with, an act or omission of the Provider or its Personnel in
breach of this Agreement, except to the extent that loss
arises out of an act or omission by the Ministry.

18.2

19.
The Provider must:

a. at its own expense, ensure that it has in place for the
term of this Agreement:

i. adequate insurance to cover standard commercial
risks and the indemnities under this Agreement;

ii. adequate insurance to cover any loss or damage of
the Goods in transit from the Provider to the
Ministry; and

other insurance reasonably required by the
Ministry; and

b. upon request by the Ministry, provide the Ministry with
evidence of its compliance with this clause.

Audit

At the Ministry's request, where the Provider is providing
Services and Deliverables under this Agreement, the
Provider must allow the Ministry (or an independent
auditor nominated by the Ministry) to conduct audits of
the Provide?s compliance with this Agreement.

If an audit reveals any material non-compliance with this
Agreement, the Provider must bear all of the Ministry?s
costs in carrying out that audit, in addition to any other
rights or remedies the Ministry may have in respect of the
non-compliance.

Without limiting clause 17.1, the Provider must co-operate
in a timely manner in relation to any audit undertaken in
accordance with this clause 17, including 
providing the Ministry or the auditor (as the case may be)
with reasonable access and assistance in respect of any
audit, including reasonable access to the Provider, its
Personnel, and the facilities, records and resources which
are owned by the Provider and used in the provision of the
Services and Deliverables.

The Ministry or the auditor (as the case may be) may make
copies of any records or other information acquired by it
for the purposes of any audit undertaken in accordance
with this clause 15.

independent Contractor

The Provlder is engaged to provide the Goods, Services and
Deliverables as an independent contractor. The Provider
(including its Personnel, if any) is not an employee of the
Ministry or of the Chief Executive of the Ministry. At no
time will the Ministry have any liability to pay to the
Provider:

a. holiday pay, sick pay or any other payment under the
Holidays Act 2003; or

b. redundancy or any other form of severance pay; or

c. taxes or levies, including any levies under the injury
Accident Compensation Act 2001.

The Provider indemnifies the Ministry against any taxes,
levies, penalties, damages or compensation which the
Ministry may be liable to deduct, withhold or pay by
reason of the Provider, or any person used by the Provider
to provide the Goods, Services and Deliverables, being held
to be an employee of the Ministry or of the Chief Executive
of the Ministry.

Dispute Resolution

Master Agreement For Advanced Social Media Search Training 9

19.1

19.2

19.3

19.4

19.5

20.
20.1

20.2

21.
21.1

The Parties will attempt to resolve any dispute or
difference that may arise under or in connection with this
Agreement amicably and in good faith, referring the
dispute to the Parties' senior managers for resolution if
necessary.

If the Parties' senior managers are unable to resolve the 21.2
dispute within 10 Business Days of it being referred to
them, the Parties will refer the dispute to mediation or
another form of alternative dispute resolution agreed

between the Parties.

If a dispute is referred to mediation, the mediation will be
conducted by a single mediator appointed by the Parties
(or if they cannot agree, appointed by the Chair of the
Resolution institute and on the terms of the Resolution
Institute?s standard mediation agreement (unless the
Parties agree otherwise). The Parties will pay their own
costs relating to any mediation or other form of
alternative dispute resolution (unless they agree
otherwise).

The Parties must continue to perform their obligations
under this Agreement as far as possible as if no dispute
had arisen pending final resolution of the dispute.

21.3

Nothing in this clause 19 precludes either Party from 21'4

ta king immediate steps to seek urgent relief before a New
Zealand court.

Force Majeure

Neither Party will be liable to the other for any failure to
perform its obligations under this Agreement by reason of
any cause or circumstance beyond the Party?s reasonable
control including acts of God, communication line failures,
power failures, riots, strikes, lock-outs, fires, war, flood,
earthquake or other disaster, or governmental action
after the date of this Agreement (Force Majeure Event).
To avoid doubt, a Party cannot rely on this clause 20.1 to
the extent that it could have avoided the effects of the
Force Majeure Event by taking reasonable steps. The
Party affected must:

21.5

a. notify the other Party as soon as practicable after
the Force Majeure Event occurs and provide full
information concerning the Force Majeure Event
including an estimate of the time likely to be
required to overcome it;

b. use its best endeavours to overcome the Force
Majeure Event and minimise the loss to the other
Party; and

c. continue to perform its obligations as far as
practicable.

If by reason of a Force Majeure Event 3 Party has been 21.5
unable to perform any material obligation under this
Agreement for a period of one month, the other Party
may, after consulting with the Party affected by the Force
Majeure Event, immediately terminate this Agreement by

giving notice to that Party. 21.7

General

A waiver by either Party of any rights arising from any
breach of any term of this Agreement will not be a
continuing waiver of any other rights arising from any other
breaches of the same or other terms or conditions of this

21.8

Agreement. No failure or delay on the part of either Party in
the exercise of any right or remedy in this Agreement will
operate as a waiver. No single or partial exercise of any such
right or remedy will preclude any other or further exercise of
that or any other right or remedy.

Assignment:

a. The rights and obligations of the Provider under this
Agreement are personal to the Provider and may only
be assigned, delegated or subcontracted with the prior
approval in writing of the Ministry (which may not be
unreasonably withheld or delayed). The Provider
remains liable for performance of its obligations under
this Agreement despite any approved assignment,
subcontracting or delegation.

b. If the Provider is a company, any transfer of shares, or
any other arrangement affecting, the Provider or its
holding company which results in a change in the
effective control of the Provider is deemed to be an
assignment subject to clause 

This Agreement may only be varied by agreement in writing
signed by the Parties.

If any part or provision of this Agreement is invalid,
unenforceable or in conflict with the law, the invalid or
unenforceable part or provision will be replaced with a
provision which, as far as possible, accomplishes the
original purpose of the part or provision. The remainder of
the Agreement will be binding on the Parties.

Any notice to be given under this Agreement must be in
writing and hand delivered or sent by email or facsimile or
registered post to the Parties' respective email address,
postal address or facsimile number as set out in the Details.
A notice is deemed to be received:

a. if personally delivered when delivered;
b. if posted, three Business Days after posting;
c. if sent by facsimile, upon production of a

transmission report by the machine from which
the facsimile was sent which indicates the
facsimile was sent in its entirety to the facsimile
number of the recipient; or

d. if sent by email, at the time the email enters the
recipient's information system as evidenced by a
delivery receipt requested by the sender and it is
not returned undelivered or as an error,

provided that any notice received after 5pm or on a day
which is not a Business Day shall be deemed not to have
been received until the next Business Day.

This Agreement sets out the entire agreement and
understanding of the Parties and supersedes all prior oral or
written agreements, understandings or arrangements
relating to its subject matter.

This Agreement may be signed in any number of
counterparts (including facsimile copies) and provided that
each Party has signed a counterpart, the counterparts,
when taken together, will constitute a binding and
enforceable agreement between the Parties.

This Agreement will be governed by and construed in
accordance with New Zealand law. Subject to clause 19, each

Master Agreement For Advanced Social Media Search Training 10

Party submits to the non-exclusive jurisdiction of the New
Zealand courts in relation to any dispute connected with this
Agreement.

Master Agreement For Advanced Social Media Search Training

11

MINISTRY OF BUSINESS,
INNOVATION EMPLOYMENT
HIKINA WHAKATUTUKI

   

..
-. 47.17 


 

Appendix 1: Charges

The Charges have been priced on a per course basis. Pricing and Ministry-specific discounts are based on a
classroom size of 10 students. All quotes exclude GST and disbursements. Should the project scope change, the
Provider will work with the Ministry to ensure an appropriate resolution can be reached.

Advanced Course

For a full class of students the following Charges will be applied. 

    

SOCMINT Course Delivery .20 $6,400.00
Training Room Hire $990.00 .50 5 495.00
Total $6,895.00

Optional Modules - Advanced SOCMINT Course

       

Iii-swim?" I.

Iter?n students-
SOCMINT Course Delivery .20 $6,400.00
Training Room Hire 599000 .50 $495.00
Total $6,895.00

Ad-hoc course delivery

 

The minimum class size is there is no discount for the room hire for this number of people.

   

       

. .I-teim Rate Mt 
SOCMINT Course Delivery .10 $2,880.00
Training Room Hire $990.00 5 990.00

Total $3,870.00

Fixed Price Costs for Training Outside of Wellington

For courses delivered outside of Wellington, the Provider will charge the following fixed costs. 7

 
   



 

Return flights to Auckland or Christchurch

Accommodation (1 night) $100

Return taxis to Wellington Airport 5100

Return taxis to Auckland Airport $200

Food Refreshments $40
340.00

Master Agreement For Advanced Social Media Search Training 12

SECTION 
FORM OF STATEMENT OF WORK

 

 

. does- no; needitounclude a~completed 5Q Wbeforg?rs Signed however aISOI/Iitmust be7
completed before the Prijd'er starts prowdmg, jg, goods, serwces rind deliverables once

indicatestthEEfori?tafgaszm?- 

   

foreman; IbezAgt?em?Eht.



 

signed? each. SOW becomes a binding. part of the Agreement

 

DATE:

STATEMENT OF WORK [insert number]

This SOW is subject to, and forms part of, the Agreement between the parties Terms used in
this SOW have the meaning (if any) given to them in the Agreement.

1.

Context and Purpose (clause 3.2, 5.4a. v, Section B)

In order to assist Ministry staff in performing their duties using social media more effectively, the Ministry
has requested that training material be developed to cover tools and techniques used for gathering
information from social media sources.

The objectives of the Services are to:
- Ensure Ministry staff are kept safe when using social media for work.
0 Increase the knowledge of Ministry staff in respect to Social Media Intelligence (SOCMINT).

- Introduce team members to the latest open-source tools and techniques used to extract data from
SOCMINT sources to support their day-to-day work activities.

Term of SOW (clause 7.2, Section 3)
Unless terminated earlier in accordance with this Agreement, this SOW will continue until the later of:
a. the date set out in clause 3 of this SOW for providing the Goods, Services and Deliverables; and

b. the Provider providing the Goods, Services and Deliverables in accordance with this Agreement to the
Ministry?s reasonable satisfaction.

Services and Deliverables (clause 3, Section B)

The Provider will deliver an advanced social media training course to Ministry workers using false personas
on social media for veri?cation and investigation purposes.

Master Agreement For Advanced Social Media Search Training 13

In providing the Services the Provider will:

0 Research topics and prepare slide deck material.

0 Prepare workshop material including software and module tasks.
0 Deliver course material to Ministry employees when requested.

The Provider will deliver a 1-day course on social media intelligence gathering techniques delivered as a
PowerPoint presentation. The course will run from 09:00-17:00 (8 hours). All work will be conducted during
normal business hours. Refreshments, snacks and lunch will be provided by the Provider for all course
attendees.

The course will be run in accordance with the following table.
[Delete the table that is not applicable to the course you are requesting]

Advanced SOCMINT Course

flit"?

  

'Module? . . . 4:1 Description


.

 

Social Media Intelligence Gathering

 

Details of the social media sources that can be used to
build a profile on an individual

A detailed guide as to how investigators effectively search
and gather information from key social media platforms,

SOCMINT information sources

 

"How Search SOCMINT information '"C'Ud'ngi

sources 1) Facebook
2) Twitter
3) Linkedln

4) lnstagram

 

Emerging Social Networks

 

Emerging Network Discovery Sources for identifying new and emerging social networks

 

Analysis and overview of new social networks (ask.fm, kik,
Investigation of new social networks secret, shots, snapchat, wechat, we heart it, tinder,
medium, vine, bubblews, whisper, etc.)

 

Natural Language Processing

 

An introduction to the ?eld of NLP. A look at how it can be
used to identify people, along the with current state of the
available tools

Identifying people by their usage of
language

 

The Future of SOCMINT

 

Review what the SOCMINT landscape will look like in 10
years time. What challenges will the intelligence analyst or
investigator face? What tools will they have at their
disposal in order to assist in their investigations?

Future of SOCMINT

 

 

 

 

[0r]

Optional Module - Advanced SOCMINT Course

Master Agreement For Advanced Social Media Search Training 14

Description

 

Automated Harvesting of Content

 

Techniques for harvesting information from
Methods for Automated Harvesting social networks and other sources with

- - minimal programmingknowle?ge
Tools and techniques for identifying patterns
in data collected from Social Media.
issues to watch out for when automating
Pitfalls and Considerations information harvesting and solutions to these
problems.

 

Trending and Pattern Analysis

 

 

Maintaining multiple covert identities
Detecting fake pro?les Techniques used to identify a fake profile.

 

 

How to maintain multiple identities across

Cross- ostin rofile mana ement 
various sacral networks

 

Techniques for creating a backstOp (history)

Profile for your online personas

 

Systems and processes for sending and
Anonymous cell phone numbers and email addresses receiving anonymous messages (SMS and
Email).

 

Social Media Intelligence Gathering

 

Details on how to extract meta-data from
images including GPS coordinates and device
information mobile phone/camera
model)

Image metadata analysis

 

Workshop

 

During this workshop the attendees will use
Creating a Dossier the skills gained during the course to create a
detailed dossier on a group or individual

 

 

 

 

The Provider will provide a location to hold the training course which has the necessary seating to
accommodate the numbers and a projector to display the training material.

The Provider will provide each course attendee with a computer to run the workshops on.
The minimum class size will be

Standards for Services (clause 3.1.0, Section 3)

Master Agreement For Advanced Social Media Search Training 15

Timeframes and Milestones for Services (clause 3.1.0, Section -..- 

 

The date for Fees as set out

Delivery of each separate Delivery of the course
Advanced Social Media to the standards as set each course to at Appendix 1 -
Training Course out at Clause 3.1 be agreed in Charges
advance with
the Ministry

 

 

 

 

 

 

Ministry registrants who are unable to attend the course may choose to have another person attend in
their place.

Cancellation by the Ministry

The Ministry may cancel or reschedule a con?rmed training by submitting an email request to
@zxsecu rity.co.nz.

All cancellation requests must be submitted within 30 calendar days of registration and no later than 15
days prior to the scheduled course date.

The Ministry will be required to pay the Charges in full if Ministry staff fail to attend the course without
sending a cancellation request in accordance with the above terms.

Cancellation by the Provider

The Provider reserves the right to cancel any training course if the minimum class size is not reached at
least 30 calendar days in advance of the scheduled course date. Notice will be provided with the option to
reschedule for a future course date or to receive a full refund of registration fees.

The Provider is not responsible for any expenses incurred by the customer if a training course is cancelled in
accordance with this SOW.

If a training class is cancelled due to any Force Majeure Event such as weather or natural disaster, the
Ministry is entitled to reschedule for a future training course at no additional cost.

Charges for Services (clause 6.1, Section B)
Fixed Charge of plus GST (if any). To be calculated based on Appendix 1 to Section b]
Invoice Terms (clause 6.2, Section B)

The Provider will provide an invoice to the Ministry on completion of the Services and supply of the
Deliverables to the Ministry? 5 satisfaction.

Expenses incurred in providing Services and Deliverables (clause 6.6, Section B)

For courses delivered outside of Wellington the Ministry will reimburse the following expenses up to the
limits set out for each matter in the Agreement:

Master Agreement For Advanced Social Media Search Training 16

Accommodation
Airfares
Food/refreshments
Taxis - Wellington

Taxis u-Auckland

- 
- 
- 
- 
- 

The Ministry is not obliged to pay for any expense item once the applicable expense limit is exceeded.

9. Reporting Requirements (clause 11.1, Section B)

Following each course, within two weeks of the course, a report setting out attendance, engagement by
participants and the Provider?s estimation of the level of understanding of the participants plus any
refinement to the content or scope of the course recommended by the Provider.

10. Provider's and/or Third Parties? Pro-existing Intellectual Property Rights (clause 13.4, Section B)

Training course slide decks have already been developed and remain the Intellectual Property of ZX

 

Security.
11. Key Personnel (clause 9, Section B)
Name

Role

 

Security Consultant

Simon Howard

ZX Security Limited

 

 

Security Consultant

 

David Robinson

 

ZX Security Limited

 

SIGNED

Signed for and on behalf of HER MAJESTY THE QUEEN
in right of New Zealand by Shayne Gray, General
Manager, Service Quality Branch, Market Service
Group, Ministry of Business, Innovation and

Employment:

Signed for and on behalf of ZX Security Limited by: 

Signature 
Date: 1 2 

Signature

37' 

Print Full Name

f) 

Print Title

Date: 

Master Agreement For Advanced Social Media Search Training 17