evaluation and monitoring of be you - beyond blue

Evaluation and Monitoring of Be You

Request for Proposal

ISSUE DATE: Monday, 25 November 2019

CLOSING DATE: 5.00pm (AEDT), Monday, 23 December 2019

Please note that late responses will not be accepted

EMAIL ADDRESS: Proposals are to be lodged by email only to [email protected]

mailto:[email protected]

REQUEST FOR PROPOSAL Page 1 © Beyond Blue Limited Commercial-In-Confidence

1 About this Request for Proposal (RFP)

1.1 Aim

Beyond Blue is a national, independent, not-for-profit organisation working to increase awareness and understanding of depression, anxiety and suicide prevention in Australia and reduce associated stigma.

This Request for Proposal (RFP) is an invitation to service providers (Service Providers) to submit a proposal (Proposal Response) for the evaluation and monitoring of Be You (Project).

Be You is part of the Australian Government’s National Support for Child and Youth Mental Health Program. Be You supports pre-service and current educators in Early Learning Services and primary and secondary schools to promote child and adolescent wellbeing and mental health. It builds on the success of several previous initiatives including KidsMatter Early Childhood, KidsMatter Primary, MindMatters, Response Ability and headspace School Support and consolidates these into a single, integrated mental health program for children and young people aged 0-18. Beyond Blue is implementing Be You in collaboration with Early Childhood Australia (ECA) and headspace The National Youth Mental Health Foundation (headspace).

The aims of the Evaluation and Monitoring Project are to:

(a) evaluate the implementation, outcomes and impacts of Be You over the period from launch until June 2021

(b) develop tools, processes and systems that will allow Beyond Blue and participating early learning services and schools to successfully assess outcomes of Be You for the next 10 years and to enable continuous quality improvement of Be You.

Details of the services required are described in the proposal brief in Schedule One.

1.2 Communications

(a) The Service Provider must direct all enquiries in relation to this RFP, including any questions or requests for clarification, to Beyond Blue’s Procurement Manager, via email to [email protected]

(b) Unauthorised communication with other Beyond Blue employees or other Service Providers may lead to disqualification of the Service Provider from the RFP process.

(c) The Service Provider must register an intent to submit on the RFP by emailing [email protected] by 5.00pm (AEDT) Friday, 6 December 2019 to be eligible to submit a Proposal Submission. The sender of the email is assumed to be the key contact for communication during the procurement process. Recipients will receive a return email acknowledging intent has been registered.

(d) Service Providers that register an intent to submit a Proposal Response will be provided a briefing pack with previous evaluations which can be referred for further information.

1.3 Questions

(a) Prior to the closing date of the RFP, all questions received from a Service Provider, and the subsequent answers to such questions, may be shared amongst all registered Service Providers as addendums to this RFP.

(b) Beyond Blue may refuse to answer any question received after the due date (5.00pm (AEDT), Friday, 13 December 2019) for submission of questions.




2 The RFP process

2.1 RFP process timetable

The expected timetable for this RFP process, subject to change at Beyond Blue discretion is:

Activity Date

RFP issued Monday, 25 November 2019

Registration of intent Friday, 6 December 2019

Last date for Service Providers to submit enquiries and questions to Beyond Blue

Friday, 13 December 2019

Last date Beyond Blue may provide response to enquiries and questions

Monday, 16 December 2019

Closing date

Late responses will not be accepted

5.00pm (AEDT), Monday 23 December 2019

Evaluation and shortlisting of Service Providers Week commencing 20 January 2020

Shortlisted Service Providers notified Week commencing 27 January 2020

Interview with shortlisted Service Providers Week commencing 3 February 2020

Negotiations with preferred Service Provider, execution of contract

Week commencing 17 February 2020

Anticipated commencement of Project Week commencing 24 February 2020


2.2 Conduct of the RFP

Beyond Blue reserves the right, in its absolute discretion, to:

(a) at any time during the RFP process, accept or reject any conforming or non-conforming Proposal Response

(b) engage in discussions with any Service Provider for the purpose of clarifying the Proposal Response

(c) at any time amend the timetable (including the closing date) or any other requirements of this RFP

(d) at any time cease this RFP altogether, with or without awarding any contract to any Service Provider

(e) select the Service Provider to provide all or only part of the services

(f) refuse to accept a Proposal Response from any Service Providers

(g) provide any further information that it considers relevant in relation to the RFP

(h) issue a new RFP in the event it chooses not to proceed with this RFP for any reason

(i) at any time, amend the scope of the project brief outlined in Schedule One and reissue that part of the scope.

2.3 Submission of Proposal Response

In submitting a Proposal Response, the Service Provider acknowledges and agrees that:

(a) it accepts and will fully comply with the terms and conditions set out in this RFP

(b) the Proposal Response will become the property of Beyond Blue at the time of lodgement and will be treated as commercial-in-confidence

(c) Beyond Blue and its advisors may use and copy the Proposal Response as required for the purposes of the RFP process including evaluating the Proposal Response, negotiating and preparing contract documents and audit requirements.

The Service Provider must lodge an electronic copy of its Proposal Response to [email protected] by 5.00pm (AEDT) on Monday, 23 December 2019 (if the document is smaller than 5MB) or otherwise on a USB drive delivered to: Procurement Manager, Beyond Blue, Level 2, 290 Burwood Road, Hawthorn VIC 3122. Hard copy Proposal Responses will not be accepted.

Service Providers are required to prepare the Proposal Response in a direct, concise and relevant manner. The Proposal Response should not exceed more than 15 pages excluding Attachments.

Service Providers should address all of Beyond Blue’s stated requirements and preferences but are encouraged to propose differing approaches within their Proposal Response if they are able to demonstrate a clear rationale for doing so.

The Proposal Response constitutes an irrevocable offer by the Service Provider and must remain valid for acceptance for a period of 120 days from and inclusive of the closing date.

2.4 Costs and expenses

Beyond Blue will not be liable to any Service Provider for, and each Service Provider agrees that it must not claim against Beyond Blue, any costs or expenses incurred in connection with the preparation or submission of the Proposal Response. All such costs and expenses will be borne entirely and exclusively by the Service Provider, regardless of whether Beyond Blue executes a contract with any Service Provider, or otherwise alters, cancel or abandons this RFP process.

Beyond Blue is not liable for any loss, damage, claim, cost or expense incurred by the Service Provider or any other person if, for any reason, the Proposal Response or any other material or



communication relevant to this RFP is not received on time, is corrupted or altered or otherwise not received as sent, cannot be read or decrypted, or has its security or integrity compromised.

2.5 Confidentiality

All information included in this RFP is confidential and only for the Service Provider’s knowledge. No information included in this RFP or in discussions connected to it may be disclosed to any other party.

Each Service Provider must maintain the security and confidentiality of all information provided, or to be provided by Beyond Blue to the Service Provider in respect of this RFP.

2.6 Partnerships and/or Consortia

Due to the nature of this RFP, Service Providers may wish, and are permitted, to form partnerships and/or consortia to ensure they have the relevant multidisciplinary expertise required to undertake and deliver on the distinct components of the Project.

If this does occur, the Service Provider must indicate in their Proposal Response who the lead organisation will be (i.e. the main contact and contract holder), and the arrangements that will be put in place to manage partner providers and sub-contractors. It should be noted, Beyond Blue will only deal directly with the lead Service Provider. The lead Service Provider is responsible for contract deliverables, and for managing any sub-contractors.

Service Providers should disclose subcontracted collaborations in their Proposal Response and approval of sub-contractors is at Beyond Blue’s discretion.

Furthermore, in the selection process, Beyond Blue may recommend and introduce a subcontractor to a Service Provider for the best outcome of the Project. In any such arrangement, the lead organisation should be ready to commence the Project as per the timeline stated in section 2.1.

2.7 Provision of information

Service Providers should complete and submit the following attachments together with its Proposal Response:

(a) Attachment 1: Service Provider Response Form

(b) Attachment 2: Corporate Profile

(c) Attachment 3: Pricing

(d) Attachment 4: Insurance Policies.


3 Evaluation process

3.1 Evaluation of Proposal Responses

The information furnished by the Service Providers during the RFP process will be used to assess the Service Provider’s suitability to carry out the services required by Beyond Blue.

Proposal Responses will be assessed on the basis of best 'value for money' as a whole, through the application of the following evaluation criteria:

(a) The capability and capacity of the Service Provider to provide the services, in accordance with the requirements of the proposal brief in Schedule One.

(b) The extent to which the Service Provider has the relevant expertise and experience in evaluating early learning services and school-based mental health promotion and prevention initiatives, or other real-world mental health programs.

(c) The extent to which the Service Provider has conceptual and practical knowledge of government, particularly education sector operating data systems and experience of working and collaborating with stakeholders including state, territory and Commonwealth governments.

(d) The extent to which the proposed methodology meets the requirements for the provision of the services to Beyond Blue and demonstrates a valid, innovative, efficient and effective approach, as evidenced by a detailed plan for conducting all aspects of the services to Beyond Blue.

(e) The extent to which the Service Provider demonstrates it has the readiness, infrastructure, resource capacity and management approach to provide the services required by Beyond Blue.

(f) The Service Provider’s pricing structure including any itemised budget, proposed payment schedules, as well as any proposed pricing model or and any other pricing information provided.

(g) The extent which the Service Provider promotes mental health in the workplace. For more information, refer to www.headsup.org.au.

(h) The extent which the Service Provider contributes to reconciliation between Aboriginal and Torres Strait Islander people and non-Indigenous people, for example, a Reconciliation Action Plan (RAP). For more information, refer to www.beyondblue.org.au/about-us/procurement

To assist with the consideration of the Proposal Response, Beyond Blue advises that:

(a) Proposal Responses may be screened for completeness.

(b) Proposal Responses should be concise, easy to understand and demonstrate real project related value.

(c) No advantage is gained for the visual “wow” factor of a Proposal Response.

(d) Service Providers should avoid responses such as “To be provided after award of contract” as there may not be an opportunity to do so.

(e) Shortlisted Service Providers may be invited to an interview or presentation with the Evaluation Panel to discuss the Proposal Response in greater detail.

(f) Service Providers should not underestimate the importance of a comprehensive quality (technical) submission. Beyond Blue is looking for clear evidence of the Service Provider’s knowledge and understanding of the services required. The Service Provider should demonstrate its capability to complete the Project within time, on budget and to the technical standards required.

http://www.headsup.org.au/


Beyond Blue is not bound to accept the lowest priced, or any other Proposal Response.

3.2 Independent enquiries

(a) Beyond Blue may make independent enquiries about any of the matters that may be relevant to the evaluation of any Proposal Responses (including past performance of the Service Provider) and may take this into consideration when evaluating the Proposal Responses.

(b) Beyond Blue reserves the right to contact a Service Provider's referees, or any other person, directly and without notification.

4 Engagement of Service Provider

4.1 Formation of contract

This RFP does not represent a legally binding offer from Beyond Blue and is merely an invitation to Service Providers to submit a Proposal Response.

Despite submission of any Proposal Response, no Proposal Response will be deemed to have been accepted and no contract will arise between any Service Provider and Beyond Blue, until a written contract is executed between Beyond Blue and the successful Service Provider.

Any contract between Beyond Blue and the successful Service Provider will be in the form of the contract attached at Schedule Two.

All unsuccessful Service Providers will be notified once a contract is in place with the successful Service Provider.

4.2 Execution of contract

If Beyond Blue decides to proceed with the procurement of the services, Beyond Blue will issue a notice of acceptance to the successful Service Provider, followed by the execution of a contract.


ATTACHMENT 1 – SERVICE PROVIDER RESPONSE FORM

The Service Provider should complete and submit this Service Provider Response Form with its Proposal Response.

1 Service Provider name

If a company Company name

ACN

Name of director(s) and company secretary

If a partnership Trading name (if any)

Full names of partners

If any other type of organisation

Name of organisation

Type of organisation

2 ABN

3 Trust status

If the Service Provider is a trustee and is submitting a Proposal Response as trustee of the trust

Name of trust

4 Contact for liaison and notices

Name

Postal Address

Telephone

Facsimile

Email address

5 Disclosure and Conflict of interest

The Service Provider confirms that there are no circumstances or relationships which constitute or may constitute a conflict or potential conflict of interest in relation to this RFP or the Service Provider's obligations under any contract resulting from this RFP other than:

The Service Provider undertakes to advise Beyond Blue in writing of any additional actual or potential conflicts of interest immediately after becoming aware of it.


6 Location of Premises

The Service Provider confirms that, if successful, the Service Provider will perform the services at the following address:

7

Confirmation

7.1 The Service Provider confirms:

(a) offers to supply the services described in the RFP are at the prices specified in the Proposal Response

(b) the Proposal Response remains valid and open for acceptance by Beyond Blue for a period of 120 days from the closing date

(c) it is not insolvent, bankrupt, in liquidation, or under administration or receivership

(d) its capacity to enter into a contract and that there is no restriction under any relevant law to prevent it from providing a Proposal Response

(e) it gives Beyond Blue consent to undertaking checks in accordance with this RFP

(f) there is no past, current, pending or finalised litigation against the Service Provider, or an explanation of any such litigation.

7.2 The Service Provider warrants that neither the Service Provider not any of its officers, employees, agents, and subcontractors has, in relation to the preparation, lodgement or assessment of the Proposal Response:

(a) improperly obtained confidential information

(b) received improper assistance from employees or former employees of Beyond Blue

(c) engaged in collusive, anti-competitive conduct, unlawful, unethical or other similar conduct with any other Service Provider or other person

(d) attempted to improperly influence an officer or employee of Beyond Blue, violate any applicable laws regarding the offering of inducements or approached any officer or employee of Beyond Blue (other than as permitted by this RFP).

7.3 The Service Provider notes that giving false or misleading or deceptive information is a serious offence, and confirms that all information in its Proposal Response is true and correct in every material respect.


8 Signature on behalf of Service Provider

(Note: To be signed by the Service Provider personally, or if the Service Provider is not an individual, by someone authorised to sign on behalf of the Service Provider, e.g. managing director)

Signature

Name

Position

Signature of Witness

Name of witness __________________________________________________________________

Address of witness

Date / /2019


ATTACHMENT 2 – CORPORATE PROFILE

The Service Provider should provide a document including the information on the Service Provider's capability and capacity as required by this Attachment 2.

If forming a partnership, the corporate profile should be completed for the lead Service Provider and consortium member organisations.

Information required:

(a) Information on how the Service Provider promotes mental health in the workplace (refer to www.headsup.org.au for more information).

(b) Information on how the Service Provider contributes to reconciliation between Aboriginal and Torres Strait Islander people and non-Indigenous people, for example, a Reconciliation Action Plan (RAP) (refer to www.beyondblue.org.au/about-us/procurement for more information).

(c) Information on corporate and ownership structure, including information on related bodies corporate.

(d) Brief description on how the Service Provider’s corporate values align to Beyond Blue corporate value (refer to https://www.beyondblue.org.au/about-us/who-we-are-and-what-we-do/our-people).

(e) If a company, names of all shareholders holding 10% or more of any issues share capital.

(f) Name of ultimate holding entity (if applicable).

(g) Details of its enterprise profile, including the size, location of sites and principal locations for the provision of the Service.

(h) Copy of the Service Provider’s last audited annual financial statements.

(i) Brief history, including year established.

(j) Particulars of any petition, claim, action, judgement or decision which is likely to affect the Service Provider's performance.

(k) Contact details (email and telephone) for at least two referees for whom the Service Provider has provided similar services over the past three (3) years, including:

(i) purchaser, period and value

(ii) sample designs and case studies.

(l) If the Service Provider is a lodging the Proposal Response for a consortium, its Proposal Response should:

(i) provide full details of that legal entity, the consortium members and any proposed subcontractors

(ii) include the information sought in this RFP for each member of the consortium

(iii) describe in detail the relationship between each member of the consortium and the structure proposed for the management of the consortium

(iv) confirm that if a new entity is established to lead the consortium and contract with Beyond Blue, the consortium members will guarantee the performance of that new entity

(v) include such other information that Beyond Blue requires to undertake a risk assessment of the Proposal Response.


https://www.beyondblue.org.au/about-us/who-we-are-and-what-we-do/our-people

https://www.beyondblue.org.au/about-us/who-we-are-and-what-we-do/our-people


ATTACHMENT 3 – PRICING

2

The Service Provider should provide a document including the information on price as required by this Attachment 3.

Introduction

(a) All prices must be quoted in Australian dollars on a GST exclusive basis with any GST component separately identified.

(b) The pricing model should be inclusive of all contingencies.

Fees and Costs

The Service Provider should provide an itemised budget and/or proposed pricing model detailing all fees, prices and charges related to each component of the services.

Payment to the successful Service Provider will be based on fees for specific deliverables, and the budget should be broken down in separate stages with the following items detailed separately:

(c) any items over $10,000

(d) reimbursable expenses, such as travel and accommodation, participant incentives, etc.

Please note: a fee range may be quoted provided an explanation is provided as to the rationale behind determining the minimum and maximum within the range.

The following template is provided as an example only and the Service Provider can edit or add to the template as required.

No. Description Service Provider Team member title

Unit Price ($)

Number of days/ hours

Cost

($)

(ex GST)

Proposed Budget / Pricing Model

Planning stage- tasks

1 Desk review Eg. Team Lead

Senior Evaluator

2 Workshop with stakeholders

3 Preparation of the inception report

4

Data collection stage tasks

5 Tools preparation

(# of days * unit price * number of persons)

6 Data collection before the Interim Evaluation Report



7 Data collection after the Interim Evaluation Report

Data analysis and report preparation tasks

7 Interim Evaluation Report


8 Final Evaluation Report (# of days * unit price * number of persons)

Subtotal Service Delivery

Reimbursable Expenses

1 Travel & Accommodation, etc.

2

3

Subtotal Reimbursable Expenses

SUBTOTAL

GST

TOTAL

In addition, Service Providers should also provide an hourly rate for the calculation of any additional requirements or variations.

Payment terms

Service Providers should propose a payment schedule for the payment of all fees and costs in relation to the provision of the services on the understanding that all payments will be made by Beyond Blue upon completion of Service components, and within 30 days of receipt of a valid tax invoice.


ATTACHMENT 4 – INSURANCE POLICIES

3

The Service Provider must complete the following table:

Public Liability

Insurer

ABN

Policy No.

Insured Amount $

Expiry Date

Exclusions (if any)

Professional Indemnity

Insurer

ABN

Policy No.

Insured Amount $

Expiry Date

Exclusions (if any)

Workers' Compensation

State

Insurer

ABN

Policy No.

Insured Amount $

Expiry Date

Exclusions (if any)


SCHEDULE ONE – PROPOSAL BRIEF

1 Overview

1.1 Background Information

The National Support for Child and Youth Mental Health Program

The Commonwealth Government launched the National Support for Child and Youth Mental Health Program in 2017. The program aims to improve mental health outcomes for children and young people, commencing with the early years and going through to late adolescence. The Program comprises grant funding for two elements – Mental Health in Education (MHIE) and National Workforce Support in Child Mental Health (NWSCNH). The MHIE program focuses on pre-service and current educators in early learning services and primary, secondary schools. The NWSCNH program focuses on clinicians and non-clinicians outside the education space who work with children aged 0-12 years.

In June 2017, the Commonwealth Government announced Beyond Blue would receive the grant to implement the MHIE program. The new initiative has been named Be You and was launched in November 2018. It is being implemented by Beyond Blue in partnership with Early Childhood Australia (ECA) and headspace.

About Be You Be You supports pre-service and current educators in early learning services and primary and secondary schools to promote child and adolescent wellbeing and mental health. It builds on the success of several previous initiatives including KidsMatter Early Childhood, KidsMatter Primary, MindMatters, Response Ability and headspace School Support and consolidates these into a single, integrated mental health program for children and young people aged 0-18. Beyond Blue is implementing Be You in collaboration with Early Childhood Australia (ECA) and headspace.

Be You provides an evidence-based framework for taking action to foster a mentally healthy learning community. Be You empowers pre-service educators and educators working in early learning services and primary and secondary schools with the resources and support needed to increase their confidence, knowledge and skills to promote and protect the mental health of children and young people in their service settings, and to respond effectively to children and young people with an emerging or existing mental health condition or suicidality. Be You consultants across both ECA and headspace provide direct support to early learning services and schools registered for Be You. The objectives of the Be You initiative are to: (a) Increase the capacity of educators in early learning services, primary and secondary schools

to implement an approach to evidence-based mental health promotion, prevention and early intervention.

(b) Increase the inclusion and coverage of mental health and suicide prevention in pre-service education through the tertiary and Vocational Education Training sectors for teachers and early childhood staff).

(c) Design and deliver suicide postvention to respond to, and assist, secondary schools in supporting school communities in the event of a suicide.

https://beyou.edu.au/


The key audiences of Be You are:

• Pre-service and current educators working in early learning services and primary and secondary schools

• Action Team Leaders and members. Participating early learning services and primary and secondary schools are encouraged to create an Action Team that is responsible for developing, implementing and monitoring a whole-of-learning community approach to mental health promotion. The Action Team may potentially include early learning service/school leaders, educators, specialist and support staff, members of the school council, cultural or community leaders, Aboriginal or Torres Strait Islander elders, parents, and children and young people. The Action Team Leader might be appointed by the early learning service or school’s senior leadership team, be self-nominated or encouraged to take on the position by the learning community. The Action Team Leader is responsible for driving and motivating collective action in the learning community and ensuring that all learning community members feel part of the Be You journey.

The resources and services offered to preservice and current educators and Action Team Leaders include accredited online Professional Learning modules, Handbooks, Be You Fact Sheets, Tools and Guides such as a Programs Directory and events and webinars. Action Teams also have access to a wide range of Planning and Implementation Tools and consultant advice. ECA consultants support early learning services whereas headspace consultants support primary and secondary schools. Secondary schools can also access a suicide prevention and response service (the postvention service). Be You consultants across both organisations assist the Action Team Leaders implement and embed Be You in their service or school and facilitate online events designed to assist with initial goal-setting and planning for engaging with Be You.

Online professional learning aims to empower educators by supporting them to build their knowledge, skills and confidence to support children and young people’s wellbeing and mental health and look after their own mental health, while also providing guidance on how to apply this within a whole of learning community approach. The professional learning is organised into five key domains:

• Mentally Healthy Communities

• Family Partnerships

• Learning Resilience

• Early Support

• Responding Together. Each domain contains two or three learning modules. Each module delves deeper into the domain topics, helping educators and whole learning communities to increase their understanding of mental health and wellbeing and enact meaningful change in the ways they support and nurture children and young people. There are 13 modules in total. The Be You professional learning is non-linear, and educators and Action Team Leaders may engage with the Professional Learning content at the point that suits them best. The intended beneficiaries of Be You are children and young people, parents and carers, and society more broadly. Be You ultimately aims to achieve change at five levels: educator, Action Team, education setting, children and young people and parents and carers.


1.2 Project aims and objectives

The aims of the Project are to:

(a) evaluate the implementation, outcomes and impacts of Be You over the period from launch until June 2021.

(b) develop tools, processes and systems that will allow Beyond Blue and participating early learning services and schools to successfully assess outcomes of Be You for the next 10 years and to enable continuous quality improvement of Be You.

The Project objectives are provided below across two aims:

Aim 1: To evaluate the implementation, outcomes and impacts of Be You over the period from launch until June 2021.

Objective1Conduct a process evaluation of Be You which focuses on a broad range of early learning services and schools participating in Be You to assess:

i) awareness of Be You among its target audience ii) its reach among its target audience in relation to the number, characteristics and

location of preservice and current educators and education settings using Be You iii) its relevance, usefulness, inclusiveness, and quality as reported by its target audience iv) its approach to communication and collaboration as reported by its target audiences

and other key stakeholders v) the enablers, contextual factors and barriers that impact on successful implementation,

and how Be You can assist early learning services and schools to manage these vi) the essential ingredients for success of this whole-setting approach as perceived by its

target audience and other key stakeholders vii) the role of delivery partners, and intensity of support that schools and early learning

services require to effectively implement Be You as reported by its target audiences.

Objective 2: Conduct an outcome evaluation of Be You which focusses on the individual educator and whole setting approach across a broad range of early learning services, school communities and pre-service educators assessing its influence on:

i) level of mental health literacy and mental health competence of educators in early learning services and schools and pre-service educators

ii) extent of readiness of educators/pre-service educators to adopt, establish and embed a whole-setting approach to mental health promotion/prevention and the behaviours and practices that work towards creating a mentally healthy learning community

iii) educators’ confidence, knowledge and skills in key aspects of promotion, prevention, early intervention, suicide prevention and critical incident response

iv) Action Team members’ confidence, knowledge and skills in implementing a whole-of-learning community approach to promotion, prevention, early intervention, suicide prevention and critical incident response (i.e. team level change)

v) pre-service educators’ confidence, knowledge and skills in key aspects of promotion, prevention, early intervention, suicide prevention and critical incident response

vi) policies and practices within early learning services /schools in relation to promotion, prevention, early intervention, suicide prevention and critical incident response (i.e. setting level change)

vii) its overall effectiveness as reported by its target audience and other key stakeholders, including a comparison between participating and non-participating Be You early learning services and school


viii) the intensity of Be You and model of support required from consultants to effectively support a whole setting approach in early learning services, primary and secondary schools.

Objective 3: Conduct a process, outcome and impact evaluation of Be You which focusses on an in-depth analysis of a sample of early learning services and school communities using suitable quantitative and qualitative evaluation methods (and where possible determine the extent to which changes are attributable to the use of Be You, for example, through comparisons with non-participating early learning services and schools and measuring discernible impacts of Be You compared to other mental health and wellbeing initiatives/frameworks/programs) to assess the:

i) level of mental health literacy of educators in early learning services and schools ii) level of confidence of educators to apply their mental health literacy to behavioural

and practice changes in their early learning service and school contexts iii) extent of readiness of educators and learning communities to adopt, establish and

embed a whole-setting approach to mental health promotion/prevention and the behaviours and practices that work towards creating a mentally healthy learning community

iv) adoption of Be You by educators, schools and early learning services with a focus on the extent, manner and depth of its use at an individual and whole-of-early learning service/school level and its place within early learning services’ and schools’ approach to mental health promotion

v) enablers, contextual factors and barriers that impact on successful implementation in a whole-setting approach

vi) changes over time in children and young people’s school engagement, connectedness, attendance and education outcomes

vii) changes over time in children and young people’s levels of mental wellbeing and resilience

viii) changes over time in children and young people’s level of psychological distress, mental ill-health and suicidality

ix) changes over time in families’ level of engagement with early learning services and schools

x) impacts of Be You on key transition points for children and young people across the learning continuum (For example, transitioning from early learning services to primary school; primary school to secondary school)

xi) the intensity of Be You and model of support required from consultants to effectively support a whole setting approach in early learning services, primary and secondary schools.

Aim 2: To develop tools, processes and systems that will allow Beyond Blue and participating early learning services and schools to successfully assess the outcomes of Be You for the next 10 years and to enable continuous quality improvement of Be You

(The service provider may be required to work collaboratively with other external parties who may undertake a data mapping project to support objective 4 and 5).

Objective 4: Develop and test the tools, processes and systems for Beyond Blue to enable ongoing monitoring, data management and reporting of key outcomes around:

i) Be You reach, uptake, equity and implementation quality ii) changes in educators’ confidence, knowledge and skills in promotion, prevention, early

intervention, suicide prevention and critical incident response


iii) Action Team members’ confidence, knowledge and skills in implementing a whole-of-learning community approach to promotion, prevention, early intervention, suicide prevention and critical incident response (i.e. team level change)

iv) policies and practices within early learning services and schools in relation to promotion, prevention, early intervention, suicide prevention and critical incident response (i.e. setting level change)

v) Changes in children and young people’s mental health, wellbeing and educational outcomes.

Objective 5: Develop a strategy to build-up processes and systems for participating early learning services and schools to enable ongoing monitoring and reporting of key outcomes relating to:

i) their implementation of Be You within their early learning service and school ii) the impacts of Be You within their learning community

iii) changes in children and young people’s mental health, wellbeing and educational outcomes.

2 The Services

2.1 Overview

Beyond Blue is seeking a Proposal Response from Service Providers for the evaluation and monitoring of Be You. The Proposal Response should address the key issues described in the sections below. Intellectual Property

Commonwealth Government, Department of Health will be vested with exclusive ownership of all intellectual property created in relation to the Project including the raw data, all reports and electronic databases. The successful Service Provider needs to abide by Beyond Blue’s data governance practices in relation to data access, retrieval, storage, disposal, and backup of Beyond Blue data assets.

Beyond Blue may make the dataset generated available publicly, following completion of the Project. While not guaranteed, in consultation with the Be You project team and the Research and Evaluation Team in Beyond Blue it is expected that Beyond Blue will grant the successful Service Provider permission to publish findings arising from the Project in appropriate peer reviewed academic journals and to present the findings at relevant events, for the duration of the Project. Relevant Beyond Blue personnel are to be invited to co-author manuscripts and co-facilitate at conference, seminar and workshop presentations.

The successful Service Provider will not be able to publish materials, findings, scientific papers or any other reports during the Project without Beyond Blue’s prior written consent.

Ownership of all intellectual property arising from the Project will be non-negotiable with the successful Service Provider.


Governance

The Service Provider should implement a robust evaluation methodology in consultation with Beyond Blue to draw high quality findings and recommendations. Beyond Blue reserves the right to peer review and provide feedback on the evaluation design including the methodology, key evaluation questions and indicators prior to its implementation.

Beyond Blue will appoint a Project Manager to be a point of liaison and provide day-to-day oversight for the Project until the completion of the Project.

In addition, given the importance of the Project, Beyond Blue will establish an Advisory Group (Group), to provide Beyond Blue with strategic advice on the Project to ensure that it meets Beyond Blue objectives, the needs of the relevant agencies, and to ensure the successful translation of findings into improved practice within the education sector. The Group will include subject matter expert(s) in education-setting based mental health promotion initiatives and representatives. The Group will provide advice only and will have no decision-making authority. Secretariat for the Group will be provided by the Beyond Blue Be You Team. The successful Service Provider will form part of the Group and will be required to attend all meetings, report on progress and key Project milestones to the Group and comply with all governance arrangements as requested by Beyond Blue. Ethics

The successful Service Provider will be required to obtain formal ethics approval from a Human Research Ethics Committee and meet any other education-based ethics or approval processes required. Protocols such as informed consent, confidentiality of data, right to withdraw at any point, referral protocols in case of distress etc. should be outlined in the Proposal Response and they will be referenced in the Services Agreement with the successful Service Provider. Service Providers should consider the potential complexities associated with securing ethics approval for the Project and incorporate these considerations into their Proposal Response.

Working with Children/Police Checks

If a Service Provider proposes to involve children and young people or to use identifiable data related to children and young people in their evaluation design/methodology, the successful Service Provider will be required to ensure all staff working on the Project has cleared a Working with Children and Police Check.


2.2 Proposal Response

Service Providers are to provide a Proposal Response which demonstrates understanding of the work required and addresses the following points:

(a) Approach to project management

i) an outline of the proposed approach to managing the Project, including details of proposed

project team structure, project administration and risk management procedures

ii) information on ability to meet the timeline or milestones nominated by Beyond Blue for

these services, or if these cannot be met, the proposed timelines for provision of these

services

iii) details of existing network and relationships with relevant stakeholders.

(b) Key personnel including qualifications, skills and experience

An outline of the capability and capacity of individual members of the project team including:

i) Demonstrated capacity and expertise of the project team identified to deliver on the services and key personnel such as the chief researchers/investigators, knowledge translation experts, copy editors and project manager/s. Beyond Blue will look favourably on multi-disciplinary project teams that are composed of a range of personnel with expertise in mental health promotion, prevention and early intervention in education settings (across early learning services, primary and secondary schools) and knowledge and experience working with Aboriginal and Torres Strait Islander communities.

ii) Details of how the various project team members and organisations (if applicable) will

interact, including effective coordination and management iii) Provide a brief biography or CV for each member of the project team.

(c) Evaluation design/methodology

When the methodology is formulated for the proposal, the following information and guidance should be considered.

Service Providers should provide a detailed description of their evaluation methodology in their Proposal Response including their key evaluation questions and indicators across the objectives of the project. Indicators should be: Specific, Measurable, Attributable, Realistic and Time-bound.

Given there is a wide range of mental health and wellbeing initiatives, programs and frameworks, it is crucial the evaluation considers how to measure the discernible outcomes and impacts of Be You and uses a robust, multifaceted methodology.

Beyond Blue anticipates that the evaluation will apply a mixed methods approach.

It is also a requirement to outline a robust multifaceted method in assessing medium/ long term outcomes and impacts of a sample of Be You learning communities using in-depth qualitative and quantitative methods such as case study analysis and Knowledge, Attitude and Practice (KAP) surveys for objective 2.

The successful Service Provider should use standard/ validated methods and techniques to assess outcomes and impacts across Be You learning communities, particularly in relation to outcomes for children and young people. Therefore, it is required to indicate in the proposal how the standard and validated methods and techniques will be identified and used in this Project.


Be You is an evolving initiative. Therefore, the evaluation methodology needs to be flexible in design to accommodate changes to the content and the implementation of Be You.

Service Providers should also provide a detailed description of how they propose to develop the tools, processes and systems for Beyond Blue, participating early learning services and schools to monitor and assess outcomes and to inform continuous quality improvement.

d) Data collection, analysis and reporting

The successful Service Provider will be required to collect a range of data and information using various data collection methods and techniques to assess the outcomes of Be You and make robust recommendations. Therefore, the application should outline strong approaches to data collection mechanisms, and data analysis techniques of all primary and secondary as well as qualitative and quantitative data.

While Beyond Blue will seek to assist the Service Provider in the recruitment of the evaluation project participants, the Service Provider is ultimately responsible for achieving a sufficient and representative sample of proposed participants. The application should also outline how the proposed methodology could adopt possible lessons learnt from previous evaluations conducted across Be You. Service Providers that register an intent to submit a Proposal Response will be provided a briefing pack with previous evaluations which can be referred for further information.

The application should also outline the proposed approach to assisting Beyond Blue, early learning services and schools to set and monitor key performance indicators moving forward.

e) Ethics consideration

The Service Provider will need to be aware of and outline a plan for how they will comply with the ethics requirements of early learning services, Government, Catholic and Independent schools, and their governing bodies, in each of the jurisdictions they propose to undertake data collection.

f) Timelines

The Service Provider should provide a detailed project timeline, including an estimate of the likely time required to obtain ethics approvals.

g) Previous experience in this type of project.

The Service Provider should outline their organisation’s experience in evaluation with specific reference to programs relating to early learning services and school based mental health promotion, prevention and early intervention and/or child and adolescent mental health.

2.3 Service Requirements

The successful Service Provider must ensure that all components necessary to deliver the services are provided. Services include, but are not limited to, the provision of the following:

(a) Collaborate with the Beyond Blue Project Team and Research and Evaluation Team.

(b) Review background information provided by Beyond Blue.

(c) A detailed Evaluation Framework including the evaluation plan, , the proposed approach to project management, the design for evaluations (including details of the proposed participants, sampling and recruitment, ethics applications, and data collection and analysis for the process and impact evaluation), timelines, budget, risk management and key personnel and their respective expertise and experience; the Evaluation Framework will be finalised following the proposed start up meeting.

(d) Conduct the evaluation in accordance with the Evaluation Framework.


(e) Development of a robust monitoring system for Beyond Blue, early learning services and schools to support the measurement of outcomes and continuous quality improvement moving forward.

(f) Project management reporting as follows:

i) Appoint a project manager/account manager to liaise on a day-to-day basis with Beyond Blue’s Liaison Officer for the duration of the project.

ii) Required to provide weekly verbal updates to Beyond Blue’s Liaison Officer by phone. The Service Provider will highlight emerging concerns or risks to the Project, and work with Beyond Blue to resolve these, while maintaining their position as an independent, external evaluator.

iii) Required to attend meetings of the Advisory Group and provide a formal presentation at each meeting that outlines the overarching project design, progress against the deliverables and milestones, and key issues they would like the expert advisors to address.

(g) Quarterly written progress reports, an Interim Evaluation Report and a Final Report, in the format outlined below.

(h) Meaningful and targeted communication material (e.g. summaries and infographics) for internal and external audiences.

(i) Knowledge translation: Develop a Knowledge Translation Strategy to disseminate key learnings and findings to stakeholders including a proposed publications agenda including peer-reviewed literature

2.4 Project Delivery

It is anticipated that the services will be completed as follows:

Milestones Due dates

Start-up meeting Week commencing 2 March 2020

Desk review and preliminary consultations Week commencing 2 March 2020

Submission of finalised Evaluation Framework Week commencing 6 April 2020

Presenting the progress of the evaluation and preliminary evaluation findings

(first workshop)

Week commencing 27 July 2020

Draft Interim Evaluation Report Week commencing 21 September 2020

Final Interim Evaluation Report Week commencing 26t October 2020

Presenting the progress of the evaluation Week commencing 15 November 2020


(second workshop)

Week commencing 15 February 2021



(third evaluation workshop)

Week commencing 27 July 2021

First Draft Final Evaluation Report Week commencing 6 September 2021

Second Draft Final Evaluation Report Week commencing 27 September 2021

Final Evaluation Report Week commencing 25 October 2021

Project closure Week commencing 25 October 2021

2.5 Budget

The budget range for this evaluation is $500,000 - $700,000 excluding GST.

Proposal responses will be assessed by Beyond Blue on value for money. The Service Provider is invited to provide a reasonable and market competitive costing and budget (ex GST) to complete this piece of work and outline the itemised budget using the Attachment 3 – Pricing template.

2.6 Reporting Requirements

The Service Provider will be required to provide the following reports from project start to the closure:

(a) Project management reporting - a verbal update on the progress of the Project to the Beyond Blue on a weekly basis and to highlight emerging concerns or risks to the project, and work with Beyond Blue to resolve these.

(b) Quarterly brief written progress reports.

(c) Evaluation Reports - The successful Service Provider is expected to provide two detailed evaluation reports. They are:

1) Interim Evaluation Report: The Service Provider is required to share a draft report with Beyond Blue for their comments/feedback. Based on the comments/suggestions received from Beyond Blue, the draft report will be updated to incorporate suggestions. The final Interim Evaluation report will be submitted to Beyond Blue by week commencing 26 October 2020.

2) Final Evaluation Report: by week commencing 25 October 2021. The Service Provider is expected to provide two draft versions followed up by a Final Evaluation Report (page limit 50 pages excluding annexes). These reports should include the following:

(i) a Key Highlights Summary

(ii) an Executive Summary

(iii) the context of the Project (i.e. overview of child and adolescent mental health and early learning services /school based mental health promotion)

(iv) the aims and objectives of the Project

(v) the methodology (participants, sampling, ethics, data collection, analysis)


(vi) results (all quantitative and qualitative results should be presented across evaluation objectives and core evaluation questions. This section might need five chapters across all evaluation objectives)

(vii) lessons learnt

(viii) strengths and limitations of the evaluation

(ix) conclusions and recommendations linked to findings of the evaluation.

2.6 Any Other Matters

Please detail any matters which have not been covered in previous sections, which the Service Provider believes need to be taken into consideration when their Proposal Response is being evaluated, e.g. any areas of non-conformity with the RFP, any value-add services.

500 word limit.


SCHEDULE TWO – SERVICES AGREEMENT

BEYOND BLUE LIMITED

and

[insert name of Service Provider]

SERVICES AGREEMENT

Project Title: [insert]

Beyond Blue Ref: [insert]

TABLE OF CONTENTS

1 Definitions and interpretation ............................................................................................... 1

2 Term .................................................................................................................................... 5

3 Service Provider's obligations ................................................................................................ 5

4 Specified Personnel .............................................................................................................. 8

5 Obligations of Beyond Blue ................................................................................................... 9

6 Fees ..................................................................................................................................... 9

7 Conditions for payment ...................................................................................................... 10

8 Ethics Approval ................................................................................................................... 11

9 IP Rights and Moral Rights .................................................................................................. 11

10 Reports .............................................................................................................................. 13

11 Disclosure of information .................................................................................................... 14

12 Indemnity by the Service Provider ....................................................................................... 14

13 Limitation of liability ........................................................................................................... 15

14 Insurance ........................................................................................................................... 15

15 Termination ....................................................................................................................... 15

16 Notices ............................................................................................................................... 16

17 Dispute Resolution ............................................................................................................. 17

18 General .............................................................................................................................. 17

Schedule One - General ..................................................................................................................... 20

Schedule Two - Services ..................................................................................................................... 21

Schedule Three - Financials ................................................................................................................ 22

This AGREEMENT is made on the …..…….……… day of ……………………….………….…….. 2019 BETWEEN: BEYOND BLUE LIMITED (ABN 87 093 865 840) of Level 2, 290 Burwood Road, Hawthorn, Victoria, 3122 (Beyond Blue) and [INSERT SERVICE PROVIDER] (ABN [insert]) [insert address] (Service Provider) BACKGROUND:

A. Beyond Blue is a national, independent, not-for-profit organisation working to increase awareness and understanding of depression, anxiety and suicide prevention in Australia and reduce associated stigma.

B. [insert short description of the Services].

C. Beyond Blue has requested, and the Service Provider has agreed, to perform the Services in consideration for the Fees on the terms and conditions of this Agreement.

OPERATIVE PART:

5 Definitions and interpretation

5.1 Definitions

In this Agreement:

"Agreement" means this document including the Schedules.

"Budget" means the expenditure approved by Beyond Blue for the Services, as specified in Item 1 of Schedule Three.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in Melbourne, Victoria.

"Claim" means any claim, action, demand, reasonable costs, loss and damage (including reasonable legal fees and disbursements on a full indemnity basis) (excluding costs, loss and damage relating to third party claims).

"Commencement Date" means [specify date / the date of the Agreement.]

"Completion Date" means [insert date].

"Confidential Information" means information (regardless of its form, whether tangible, intangible, recorded or communicated orally or visually disclosed) provided by the Disclosing Party to the Recipient that by its nature is confidential or is marked as confidential or is known to be confidential (or which a Party ought to have known was confidential), but does not include information that:

(a) is or becomes public knowledge other than by breach of this Agreement or by any other unlawful means; or

(b) is in the possession of the Recipient prior to disclosure by the Disclosing Party, without any breach of an obligation of confidence; or

(c) has been independently developed or acquired by the Recipient; or

(d) is permitted in writing by the Disclosing Party to be disclosed by the Recipient.

"Conflict of Interest" means an actual, perceived or potential conflict between a person's duties in relation to the Services and their personal, professional or financial interests or affairs.

"Contract Material" means all Material created, developed or generated by, on behalf of, or under licence from, Service Provider or its Personnel in the course of, arising out of or incidental to, delivering the Services or otherwise performing work contemplated by this Agreement (including the production of the Reports).

"Culturally Safe" means for Aboriginal and Torres Strait Islander peoples, a culturally safe practice is one where a person’s cultural identity, culture and community is respected in addition to being spiritually, socially and emotionally safe, as well as physically safe. In the context of a mainstream service or organisation, it is the delivery of services or engagement that is culturally competent (understanding and respecting cultural protocols, expectations and needs).

"Disclosing Party" means the Party disclosing its Confidential Information.

"Engagement Plan" means a document delivered in the format suitable to the Services which contains at a minimum:

(a) which communities and individuals will be engaged with for the purposes of the Services;

(b) the strategies by which the Services will draw on existing relationships to make connections with communities;

(c) an outline of how the Services will be co-designed with the relevant communities;

(d) a description of the mechanisms by which the communities and individuals will be engaged with (for example surveys, community forums, yarning circles, service visits, community events);

(e) how the Services will ensure appropriate representation of Indigenous diversity will be represented in the Project (Aboriginal and Torres Strait Islander peoples and rural and remote representation);

(f) a description of the strategies the Services will use to ensure reciprocity (how the engagement benefits the communities, including how the communities will benefit from any data collected) and relationship management (how the Project learnings and outcomes will be shared with the communities, how the Services will contribute to building Indigenous capacities); and

(g) a description of the strategies the Services will or have implemented to ensure their staff and subcontractors engage with Aboriginal and Torres Strait Islander peoples in a way that is Culturally Safe.

"Ethics Approval" has the meaning given in clause 12.1.

"Existing Material" means any Material:

(a) in existence prior to the Commencement Date; or

(b) created, developed or generated after the Commencement Date other than in the course of delivering the Services or otherwise performing work contemplated by this Agreement.

"Fees" means the amount set out in Item 2 of Schedule Three.

"GST" has the meaning given in the GST Act.

"GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"Health Information" means:

(a) 'health information' as defined in the Health Records Act 2001 (Vic); or

(b) information in the nature of 'health information' to which any other Privacy Law applies.

"HREC" has the meaning given in clause 12.1(a).

"Human Research" has the meaning given in clause 12.1(a).

"Insolvency Event" includes, without limitation, an arrangement, compromise, winding up, dissolution, official management, appointment of administrator, liquidator, provisional liquidator or controller, assignment for the benefit of a creditor, scheme of arrangement with creditors, insolvency, bankruptcy or, if it applies, a merger, amalgamation, reconstruction or change in the constitution of an entity for the purpose or having the effect of altering a Party's rights with its creditors, or anything having a substantially similar effect to any of the events specified under the law of any relevant jurisdiction.

"IP Rights" means any and all intellectual property rights throughout the world, whether subsisting now or in the future, including rights of any kind in inventions (including patent rights), copyright, rights in circuit layouts, registered designs, registered and unregistered trade marks (including service marks), trade secrets, know-how and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields or any application or right to apply for registration of any of those rights, but does not include Moral Rights.

"Item" means an item in the Schedule.

"Liaison Officer" means:

(a) with respect to Beyond Blue, the person named in Item 3 of Schedule One (or such other person nominated by Beyond Blue from time to time); or

(b) with respect to the Service Provider, the person named in Item 4 of Schedule One as the Service Provider's lead manager for the delivery of the Services (or any replacement person approved by Beyond Blue in accordance with clause 8.3).

"Material" means documents (whether in paper, digital, electronic or any other form), equipment, software, goods, information, knowledge, inventions, methods, systems and data or any other material or thing (whether in paper, digital, electronic or any other form), whether in draft, prototype, final or any other form.

"Milestone" means each milestone or key deliverable described in the Timeline.

"Moral Rights" has the same meaning as in the Copyright Act 1968 (Cth).

"NHMRC Codes" means each of the National Health and Medical Research Council’s:

(a) National Statement on Ethical Conduct in Human Research (2007), or as updated from time to time; and

(b) Australian Code for the Responsible Conduct of Research (2000), or as updated from time to time.

"Parties" means the parties to this Agreement (and "Party" means each of them).

"Personal Information" means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, about a natural person whose identity is apparent, or can reasonably be ascertained, from the information or opinion (or any other definition as may be adopted under the Commonwealth privacy regime from time to time during the Term).

"Personnel" means, in relation to a Party, any natural person who is an employee, officer, agent or professional advisor of that Party.

"Privacy Law" means:

(a) the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in that Act; and

(b) the Health Records Act 2001 (Vic) and the Health Privacy Principles contained in that Act (and any similar legislation applying in any other State or Territory of Australia in which the Services are being delivered).

"Project" means [insert description].

"Recipient" means the Party receiving the Disclosing Party's Confidential Information.

"Reimbursable Expenses" means:

(a) travel related expenses incurred by the Service Provider that have been pre-approved by Beyond Blue; or

(b) other allowances, costs or expenses that Beyond Blue may agree to pay to the Service Provider (prior to such expenses being incurred) in connection with the delivery of the Services.

"Report" means each of the reports Beyond Blue requires the Service Provider to provide under Schedule Two.

"Services" means the services to be provided by the Service Provider under this Agreement, as detailed in Item 1 of Schedule Two.

"Schedule" means the schedule to this Agreement.

"Specified Acts" has the meaning given in clause 13.7.

"Specified Personnel" means a person involved in the delivery of the Services as specified in Item 3 of Schedule One.

"Standards and Best Practice" means any relevant standards or best practice, including any Beyond Blue or industry standards or guidelines.

"Taxes" has the meaning given in clause 10.3.

"Term" has the meaning given in clause 6.

"Timeline" means the timeline for Milestones and other events, as set out in Item 3 of Schedule Two.

"Use" means (in relation to IP Rights) to disclose, reproduce, copy, adapt, publish, perform, exhibit, transmit, communicate, rent or make other use of, the Material in which IP Rights subsist, or any adaptation (or part thereof) of such Materials.

"Workplace Health and Safety Legislation" means all workplace, health and safety law, codes of practice, other compliance codes, directions on safety or notices issued by any relevant authority and standards. For the avoidance of doubt, this includes the Work Health and Safety Act 2011 (Cth), the Occupational Health and Safety Act 2004 (Vic) and the Occupational Health and Safety Regulation 2017 (Vic), in addition to other legislation.

5.2 Interpretation

In this Agreement:

(a) headings are for convenience only and have no effect on interpretation;

(b) where a word or phrase has a defined meaning, any grammatical form of that word has a corresponding meaning;

(c) a reference to legislation or a legislative provision includes a reference to any amendment, substitution or re-enactment of that legislation or provision; and

(d) a term of inclusion must not be interpreted to be a term of limitation.

5.3 Inconsistency

If any conflict or inconsistency between any part of:

(a) the terms and conditions of the clauses of this Agreement; or

(b) the Schedule,

then the document mentioned in the order of paragraphs (a) to (b) above will take precedence over document mentioned in a subsequent paragraph to the extent of any conflict or inconsistency.

6 Term

This Agreement will commence on the Commencement Date and will expire on the Completion Date unless terminated earlier in accordance with this Agreement.

7 Service Provider's obligations

7.1 General obligations

The Service Provider agrees:

(a) to provide the Services to Beyond Blue in accordance with this Agreement;

(b) to comply with the Timeline and Budget;

(c) to provide the Contract Material to Beyond Blue during the Term;

(d) to comply with the Standards and Best Practice in the performance of the Services;

(e) to submit invoices for Fees and Reimbursable Expenses (as applicable) in the manner specified in Schedule Three;

(f) to ensure that the Service Provider’s Liaison Officer is available to liaise with the Beyond Blue Liaison Officer as often as is necessary to enable both Parties to fulfil their respective obligations under this Agreement;

(g) to create and promote a mentally healthy workplace by implementing an action plan in the Service Provider’s workplace which engages and informs the Service Provider’s Personnel about their role in promoting workplace mental health as outlined in www.headsup.org.au; and

(h) to notify the Beyond Blue Liaison Officer as soon as practicable if any of the Service Provider’s Personnel has been, or is convicted of an offence against the law of the Commonwealth, or of a State or Territory, and provide information regarding the seriousness of the offence.

7.2 Methodology

The Service Provider will ensure that:

(a) the Specified Personnel personally performs, or personally manages the performance of, all work in relation to the Services;

(b) the Services are delivered to a standard of quality deemed acceptable by Beyond Blue;

(c) timely and corrective action is taken where the Services are not being performed in accordance with the requirements of this Agreement;

(d) action taken to correct any deficiencies in the Services is recorded and discussed with Beyond Blue as soon as practicable;

(e) the Services comply with any agreed service levels or other performance measures specified by Beyond Blue; and

(f) the Service Provider’s Personnel involved in the delivery of the Services is a fit and proper person both professionally and reputationally.


7.3 Skills, resources and experience

The Service Provider represents and warrants to Beyond Blue that it has the necessary skills, resources and experience to successfully perform the Services in a proper, skilful, careful and diligent manner.

7.4 Responsibilities

The Service Provider is fully responsible for the performance of the Services and for ensuring compliance with the requirements of this Agreement and will not be relieved of that responsibility because of any:

(a) involvement by Beyond Blue in the performance of this Agreement, except to the extent that:

(i) the Service Provider is acting in accordance with any specific direction given by Beyond Blue to the Service Provider; or

(ii) Beyond Blue's performance of any action is a necessary pre-requisite to the Service Provider delivering the Services and Beyond Blue defaults in its obligation under this Agreement to perform any such action;

(b) payment made by Beyond Blue to the Service Provider on account of the provision of Services;

(c) acts or omissions of any Specified Personnel; or

(d) acceptance by Beyond Blue of the subcontracting of all or part of the Services.

7.5 Sub-contracting

(a) The Service Provider must not subcontract the performance of any part of the Services without obtaining Beyond Blue's prior written approval.

(b) Beyond Blue may in its absolute discretion refuse to approve without giving reasons, or impose any terms and conditions it considers appropriate if it gives approval under clause 7.5(a).

(c) The Service Provider shall identify subcontracting opportunities for Indigenous businesses. When requesting Beyond Blue’s prior written approval to subcontract the performance of any part of the Services, the Service Provider must provide details of steps taken by the Service Provider to identify subcontracting opportunities for Indigenous businesses including details of the Service Provider’s discussions with Indigenous businesses.

(d) The Service Provider must only engage subcontractors who are reputable and safe, environmentally responsible, skilled, experienced and competent in their respective disciplines and who have sufficient expertise and ability to perform their obligations to the standards required under this Agreement.

(e) The Service Provider must ensure no subcontractor is engaged by it (either directly or indirectly) without the relevant subcontractor having taken out workers compensation insurance, and being insured for public liability insurance and professional indemnity insurance (where they provide professional services) for the insured amounts specified in clause 18 of this Agreement.

(f) Subcontracting does not relieve the Service Provider from any of its liabilities or obligations under this Agreement. The Service Provider is liable to Beyond Blue for the acts and omissions of its subcontractors as if they were acts or omissions of the Service Provider and must procure that all obligations under any subcontract are performed.

(g) The Service Provider agrees to immediately remove a subcontractor from the performance of any part of the Services at the request of Beyond Blue and at no additional cost to Beyond Blue.

(h) Where the Project involves services to be performed by other Beyond Blue service providers, the Service Provider shall cooperate with Beyond Blue’s other service providers and give them any information or data reasonably necessary or expedient to ensure proper performance of their respective work.

7.6 Conflicts of Interest

(a) The Service Provider warrants that, to the best of its actual knowledge and belief after reasonable enquiries and investigations, that it has, and the Specified Personnel have no Conflicts of Interest which have the potential to influence, or appear to influence, the delivery of the Services.

(b) If, during the Term, the Service Provider or any Specified Personnel become aware of any Conflict of Interest relating to it or any of its Personnel, the Service Provider must notify Beyond Blue in writing as soon as practicable.

(c) The Service Provider must take such steps as Beyond Blue reasonably requires to resolve or otherwise deal with a Conflict of Interest notified in accordance with clause 7.6(b).

(d) If the Service Provider fails to disclose a Conflict of Interest, or is unable or unwilling to resolve or deal with a Conflict of Interest notified in accordance with clause 7.6(b) so as to eliminate the Conflict of Interest, Beyond Blue may do any of the things provided for in clause 11.2.

7.7 Workplace health and safety

(a) The Service Provider warrants that it is familiar with and has the capability and resources to comply with the Workplace Health and Safety Legislation applicable or relevant to the performance of the Services.

(b) The Service Provider must comply with, and ensure that any and all its Personnel or other persons engaged in the provision of the Services comply with all Workplace Health and Safety Legislation. The Service Provider will, when requested by or on behalf of Beyond Blue, demonstrate compliance with such requirements including providing evidence of measures taken to achieve such compliance.

(c) The Service Provider will cooperate with Beyond Blue to enable Beyond Blue to comply with its obligations under all relevant Workplace Health and Safety Legislation.

(d) The Service Provider will immediately notify Beyond Blue in writing of any act, fact or circumstance associated with the activities of the Service Provider that may impact the Service Provider’s ability to provide the Services in a manner that is safe and without risks to health.

(e) The Service Provider must ensure that all equipment supplied by the Service Provider for the performance of the Services is used and maintained in a condition that is safe and without risks to any person.

(f) Any breach by the Service Provider of Workplace Health and Safety Legislation which:

(i) gives rise to circumstances which present actual or potential risk to life or serious injury; or

(ii) is otherwise required to be notified under Workplace Health and Safety Legislation,

entitles Beyond Blue to do any of the things provided for in clause 11.2.

7.8 Engagement with Indigenous Communities

(a) Beyond Blue has a supplier diversity action plan which includes the procurement of services from Aboriginal and Torres Strait Islander businesses from time to time.

(b) If the performance of the Services involves Indigenous communities, the Service Provider must ensure that:

(i) Culturally Safe consultation processes with appropriate cultural authorities, communities and participants are followed;

(ii) approvals and permissions are obtained from appropriate cultural authorities, communities and participants in Culturally Safe method;

(iii) consultations are thorough and accessible using culturally appropriate language(s);

(iv) appropriate attribution clauses are used when developing resources or content, including obtaining prior approval from cultural authorities, communities and/or participants for the wording of the acknowledgment or attribution;

(v) Materials published do not depict or expose confidential, personal and or sensitive information or reinforce negative stereotypes and where possible, ensure that the Material empowers Aboriginal and Torres Strait Islander peoples and reflects their cultural identity;

(vi) secret and sacred material under customary law will not be published or incorporated in the Contract Material without express permission from the appropriate persons;

(vii) images and names of people who have since passed away include a culturally appropriate warning;

(viii) publications that reproduce traditional ritual knowledge must include the traditional custodian notice of the relevant community;

(ix) all photographers, video makers, recordists involved in the performance of the Services are thoroughly briefed about working according to Aboriginal and Torres Straits Islander cultural protocols;

(x) at all times, respect Aboriginal and Torres Straits Islander cultural protocols in the performance of the Services;

(xi) adhere to the United Nations Declaration for Indigenous Peoples (2007) to recognise and respect Aboriginal and Torres Strait Islander peoples to maintain, control, protect and develop their intellectual property over cultural heritage, traditional knowledge, and traditional cultural expressions; and

(xii) where the Services involve Indigenous communities, the Service Provider must provide Beyond Blue with an Engagement Plan outlining how the Service Provider intends to comply with this clause 7.8(b).

8 Specified Personnel

8.1 Role of Specified Personnel

The Service Provider must ensure that the Specified Personnel provide their services to, and are the primary Personnel engaged by the Service Provider in, the delivery of the Services.

8.2 Required notice regarding Specified Personnel

The Service Provider must notify the Beyond Blue Liaison Officer as soon as practicable if any Specified Personnel:

(a) transfers from, or otherwise leaves, the Service Provider; or

(b) is unable to continue with the delivery of the Services to the extent required by this Agreement.

8.3 Changes to Specified Personnel

The Service Provider may, in giving notification pursuant to clause 8.2, request a change to this Agreement by nominating a replacement Specified Personnel.

8.4 Outcomes of variation requests regarding Specified Personnel

Beyond Blue will assess each notification submitted in accordance with clause 8.3 and:

(a) if the proposed change is acceptable to Beyond Blue, a variation to this Agreement will be prepared for signature by both Parties; or

(b) if the proposed change is not acceptable to Beyond Blue (acting reasonably), the Services may be terminated by Beyond Blue by notice in writing to the Service Provider and any unspent Fees recovered by Beyond Blue.

9 Obligations of Beyond Blue

Beyond Blue agrees:

(a) to provide a dedicated Liaison Officer to liaise with the Service Provider; and

(b) to facilitate access to relevant third parties if this is reasonably required for the delivery of the Services by the Service Provider.

10 Fees

10.1 Payment to the Service Provider

Subject to the Service Provider's compliance with the terms of this Agreement, Beyond Blue will pay the Fees and reimburse the Reimbursable Expenses to the Service Provider at the times specified in Schedule Three.

10.2 Over expenditure by the Service Provider

Any expenditure incurred by the Service Provider additional to the Budget or outside of the Reimbursable Expenses is the responsibility of the Service Provider. Beyond Blue will not reimburse the Service Provider for such costs in any circumstances.

10.3 Taxes, duties and government charges

Except as specified in clause 10.4, the Service Provider must pay or reimburse to Beyond Blue (as the case requires) all taxes, duties and government charges imposed or levied in connection with the performance of this Agreement (Taxes) and will indemnify, and keep indemnified and held harmless, Beyond Blue in respect of all such Taxes.

10.4 GST

(a) Words or expressions used in this clause that are defined in the GST Act have the same meaning given to them in the GST Act. To the extent that any taxable supply occurs under this Agreement then:

(i) the Party who is the supplier will be entitled to increase the consideration for the taxable supply identified in this Agreement by the applicable amount of GST; and

(ii) the recipient will pay that increased consideration subject to, and conditional upon, the supplier providing to the recipient a valid tax invoice in accordance with the GST Act.

(b) For the avoidance of doubt, this clause does not apply to amounts which are specified as being inclusive of GST.

(c) Each Party agrees to do all things, including providing valid tax invoices and other documentation that may be necessary or desirable to enable or assist the other Party to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with this Agreement.

(d) If Beyond Blue is required to reimburse any expense incurred by the Service Provider, the amount reimbursed will be the amount of the expense net of any input tax credits which the Service Provider is entitled in respect of the Reimbursable Expense.

11 Conditions for payment

11.1 Payment conditional

The payment of Fees in relation to the Services is subject to and conditional upon the following:

(a) that all information contained in any Report is complete, accurate and not misleading;

(b) that the Specified Personnel leads and co-ordinates the delivery of the Services at all times, including by having direct responsibility for the strategic decisions and communication of the interim outcomes of the Services;

(c) that Beyond Blue is advised as soon as practicable of any matter that would cause the Service Provider to reasonably believe that the Services are not progressing or may not progress substantially in accordance with the Milestone due dates;

(d) that Beyond Blue is advised as soon as practicable of any Conflict of Interest on the part of the Service Provider or in respect of any Personnel;

(e) that there is no serious concern relating to the Service Provider, or the compliance of the terms of this Agreement that requires investigation by Beyond Blue;

(f) the Service Provider complying with all its workplace health and safety obligations detailed in clause 3.7;

(g) that Beyond Blue is advised as soon as practicable of any proposed variation to the Agreement in accordance with clause 8.3; and

(h) that any Ethics Approval that is required is sought and obtained in accordance with clause 8.

11.2 Consequences

Without limiting any other right or remedy of Beyond Blue, if the Service Provider fails, or ceases, to comply with any one or more of the conditions detailed in clause 11.1 in respect of the delivery of the Services, or clause 7.6(d) applies, Beyond Blue may by notice, in its absolute discretion, do any or all of the following:

(a) withhold, suspend or reduce the Fees payable pursuant to this Agreement;

(b) not pay the Service Provider any further Fees for the Services; or

(c) by written notice to the Service Provider, recover all or some of the Fees paid under this Agreement (limited to unspent Fees or Fees not spent in accordance with this Agreement).

11.3 Notice

If Beyond Blue determines to exercise its rights pursuant to clause 11.2, it must inform the Service Provider in writing of that determination as soon as practicable.

12 Ethics Approval

12.1 Requirement for Ethics Approval

(a) Unless otherwise agreed, if the Services require research with human subjects or their data (Human Research), the Service Provider must obtain approval from a human research ethics committee (HREC) that is registered with the National Health and Medical Research Council or otherwise provide evidence of compliance with appropriate ethical guidelines (satisfactory to, and approved by, Beyond Blue) for the conduct of such research (Ethics Approval).

(b) If Ethics Approval is required, it must be obtained by the Service Provider prior to the commencement of any Human Research.

(c) The Service Provider must provide a copy of the Ethics Approval (or the relevant notification if approval is denied) to Beyond Blue within seven days of receipt.

(d) The Service Provider must ensure that an Ethics Approval is maintained for the duration of the Services unless the relevant HREC determines that the Human Research portion of the Project is complete and that the Ethics Approval is no longer necessary.

(e) The Service Provider must ensure that an additional Ethics Approval is obtained if a variation to the methodology or scope of the Project is approved unless the relevant HREC determines that the Human Research portion of the Project is complete and that the Ethics Approval is no longer necessary.

12.2 Ethics guidelines and principles

The Service Provider must ensure that:

(a) the Services are conducted in accordance with any conditions contained in any Ethics Approval;

(b) the Services conform to the principles contained in the NHMRC Codes; and

(c) no person will become the subject of Human Research without his or her competent, informed, voluntary and written consent.

13 IP Rights and Moral Rights

13.1 Ownership of Existing IP

Each Party acknowledges and agrees that the IP Rights in any Existing Material which is provided by a Party for the purpose of delivering the Services or otherwise connected with this Agreement (including that Party's trade marks) is either:

(a) owned absolutely by it; or

(b) if the relevant Party does not own the IP Rights, that the Party has the right to use and exploit those IP Rights and to grant the rights set out in this Agreement.

13.2 Licence to use Existing Material

(a) The Service Provider grants Beyond Blue a perpetual, irrevocable, worldwide royalty-free and non-exclusive licence to use, copy and sub-licence the Service Provider's Existing Material to allow Beyond Blue to fully exercise its rights under clause 13.3 in relation to the Contract Material. The licence granted to Beyond Blue under this clause 13.2(a) does not extend to commercialisation of the Service Provider's Existing Material.

(b) Beyond Blue grants the Service Provider a perpetual, irrevocable, worldwide royalty-free and non-exclusive licence to use, copy and sub-licence Beyond Blue's Existing Material to the extent necessary for the Service Provider to complete its obligations under this Agreement.

13.3 Ownership and use of Contract Material

The Service Provider agrees that the IP Rights in all Contract Material will vest in Beyond Blue immediately upon the creation, development or generation of that Contract Material for the purpose of Beyond Blue obtaining the benefit of the Contract Material. The Service Provider will take all necessary steps to ensure that any IP Rights in the Contract Material that do not automatically vest in Beyond Blue transfer to Beyond Blue. For the avoidance of any doubt, if this Agreement is terminated prior to the completion of the Services, this clause will apply to all Contract Material in existence as at the date of termination provided that the Fees for Services up to the date of termination have been paid to the Service Provider.

13.4 Licence to use Contract Material

(a) Subject to clause 13.4(b), Beyond Blue grants to the Service Provider a perpetual, worldwide, royalty-free and non-exclusive licence to Use the Contract Material for the purposes of delivering the Services only.

(b) If the Service Provider requires the use of the Contract Materials for a purpose beyond the scope of the licence granted in clause 13.4(a), it must seek and obtain Beyond Blue's written agreement.

(c) Beyond Blue may revoke the licence referred to in clause 13.2(b) or clause 13.4(a) if, in the reasonable opinion of Beyond Blue the use of the relevant Material;

(i) is inconsistent with the purposes, mission or philosophy of Beyond Blue;

(ii) may harm the reputation of Beyond Blue; or

(iii) breaches the IP Rights of any other person.

13.5 Acknowledgements relating to Contract Material

The Service Provider acknowledges and agrees that:

(a) it must disclose all IP Rights arising out of or in connection with the delivery of the Services to Beyond Blue;

(b) during the Term, at the end of the Term, or upon the earlier termination of this Agreement, it must deliver a copy of all Contract Material to Beyond Blue; and

(c) it must do all things and execute all documents and cause its officers, employees (including the Specified Personnel), agents and Service Providers to do all things and execute all documents which are required by Beyond Blue to give effect to clause 13.3.

13.6 Warranties

(a) Each Party warrants that it is entitled, or will be entitled at the relevant time, to deal with the Existing Material in the manner provided for in this clause 13.

(b) The Service Provider warrants that where any Contract Materials contain IP Rights belonging to a third party, it has all necessary consents in place, sufficient to allow it to deal with the Contract Material in the manner required by the Agreement.

13.7 Moral Rights

The Service Provider agrees to obtain from each author of the Service Provider's Existing Material or any Contract Material a written consent which extends directly or indirectly to the performance of any of the following acts or omissions by or on behalf of Beyond Blue (whether occurring before or after the consent is given):

(a) using, reproducing, adapting or exploiting all or any part of the Contract Material, with or without attribution of authorship (but Beyond Blue must not falsely attribute authorship);

(b) supplementing the Contract Material with any other Material; and

(c) using the Contract Material in a different context to that originally envisaged under this Agreement (together, the Specified Acts),

however those acts or omissions must not result in the Contract Material being altered or edited in a way which would, or would be likely to, diminish the relevant author's reputation or standing.

13.8 Provision of consent

On request, the Service Provider agrees to provide the executed original of each such consent referred to in clause 13.7 to Beyond Blue. If despite its best endeavours, the Service Provider is unable to obtain a consent referred to in clause 13.7, it must notify Beyond Blue as soon as the Service Provider becomes aware of that inability.

13.9 Announcements

(a) The Service Provider agrees not to make any public announcement, including by social media, in connection with this Agreement without Beyond Blue’s prior written approval.

(b) The Service Provider agrees to acknowledge Beyond Blue’s support in all Material, publications and promotional and advertising materials published in connection with this Agreement. Beyond Blue shall notify the Service Provider of the form of acknowledgement that the Service Provider is to use.

14 Reports

14.1 Delivery of Reports

The Service Provider must ensure that Reports are delivered in accordance with the requirements of this Agreement.

14.2 Adequacy of Reports

(a) If Beyond Blue considers that a Report is inadequate, Beyond Blue may seek further information (including a more detailed, complete and accurate Report) from the Service Provider.

(b) If Beyond Blue requires that the Service Provider provide a more detailed, complete and accurate Report by a specified date and the Service Provider fails to do so, Beyond Blue may exercise any of its rights under clause 11.2.

14.3 Acknowledgements by the Service Provider

The Service Provider acknowledges and agrees that:

(a) Beyond Blue may reproduce, publish or otherwise disseminate (in whole or in part) each Report as soon as practicable after it is accepted by Beyond Blue;

(b) if it considers that all of the information contained in a Report is Confidential Information or its publication should be restricted under Privacy Laws or otherwise, it must advise Beyond Blue at the time of submission of the relevant Report; and

(c) if it has advised Beyond Blue in accordance with clause 14.3(b), it must do all things reasonably required, including obtaining all necessary consents or, if such consents are unavailable, providing an amended version of the Report excluding the relevant information and must further advise Beyond Blue as soon as practicable once the Report no longer contains, is no longer subject to restrictions due to Privacy Laws or its publication is no longer otherwise restricted (and Beyond Blue will then disseminate the Report in accordance with clause 14.3(a)).

14.4 Non-publication

If Beyond Blue is advised in accordance with clause 14.3(b), Beyond Blue agrees not to disseminate the Report until advised in accordance with clause 14.3(c).

15 Disclosure of information

15.1 Confidentiality

Each Party must:

(a) keep the other Party's Confidential Information confidential;

(b) not directly or indirectly disclose or communicate the other Party's Confidential Information to any other person or allow unauthorised persons to have access to that Confidential Information;

(c) take all reasonable steps to secure and maintain the security of all Confidential Information in its possession or control; and

(d) immediately notify the other Party of any:

(i) disclosure of the other Party's Confidential Information that is required by law; or

(ii) unauthorised possession, disclosure, use or knowledge of the other Party's Confidential Information and take all steps necessary to prevent the recurrence of such possession, disclosure, use or knowledge.

15.2 Privacy, personal and health information

(a) Each Party must comply with all applicable Privacy Laws.

(b) The Service Provider agrees, in delivering the Services, that it:

(i) will ensure that any person under the control of the Service Provider is made aware of, and complies with all applicable Privacy Laws, particularly in relation to the release of any Personal Information or Health Information which is collected, held, managed, used, disclosed or transferred by one Party to the other in connection with the Services;

(ii) must not transfer any Personal Information or Health Information held in connection with the Services to third parties or allow parties outside Australia to have access to it;

(iii) will comply with any policy guidelines laid down by the Office of the Australian Information Commissioner from time to time relating to the handling of Personal Information or Health Information, or Human Research generally; and

(iv) will immediately notify Beyond Blue if the Service Provider becomes aware of an actual or possible breach of this clause by the Service Provider or any of the Service Provider’s Personnel or subcontractors.

15.3 Disclosure required by law

The obligations on either Party under this clause 15 will not be taken to have been breached where the information referred to is required by law to be disclosed.

16 Indemnity by the Service Provider

Subject to clause 17, the Service Provider must indemnify Beyond Blue against any Claim directly arising as a result of:

(a) a material breach of this Agreement by the Service Provider;

(b) a breach by the Service Provider of any warranty given pursuant to this Agreement; or

(c) any negligent act or omission by the Service Provider in relation to the delivery of the Services.

17 Limitation of liability

17.1 Service Provider's liability

The Service Provider's liability under or in connection with this Agreement, whether arising from breach of contract, tort (including negligence) or otherwise, is limited to 10 times the Fees.

17.2 Beyond Blue's liability

(a) Beyond Blue will not be liable to the Service Provider for any indirect or consequential loss arising (directly or indirectly) from or in connection with this Agreement.

(b) To the extent permitted by law, Beyond Blue excludes all liability, direct or indirect, and whether or not arising from the negligence or default of Beyond Blue, arising out of or in connection with any use or reliance on Beyond Blue's Existing Material or Confidential Information by the Service Provider.

(c) The maximum sum for which Beyond Blue may be liable to the Service Provider under this Agreement is limited to the aggregate of the Fees paid by Beyond Blue under this Agreement.

18 Insurance

18.1 Requirement for insurance

The Service Provider must effect and maintain the following types of insurance for so long as any obligations remain in connection with this Agreement:

(a) workers' compensation insurance in the amount required by relevant State or Territory legislation;

(b) public liability insurance of at least $20 million per Claim; and

(c) professional indemnity insurance of at least $10 million per Claim.

18.2 Maintenance of cover

The Service Provider must maintain those policies specified in clauses 18.1(b) and 18.1(c) or obtain run-off cover with respect to those insurances for at least seven years after termination of this Agreement.

18.3 Certificates of currency

Upon request, the Service Provider must promptly provide to Beyond Blue any relevant insurance certificates of currency for inspection.

19 Termination

19.1 Beyond Blue's rights

(a) Beyond Blue may terminate this Agreement at any time for any reason by giving ten Business Days prior written notice to the Service Provider.

(b) In addition to Beyond Blue's rights under clauses 7.6(d), 8.4(b) and 11.2, if:

(i) the Service Provider fails to fulfil, or is in breach of any of its obligations under this Agreement, and does not rectify the omission or breach after receiving 10 Business Days written notice from Beyond Blue to do so;

(ii) the Service Provider is in breach of a warranty it gives under this Agreement; or

(iii) an Insolvency Event occurs in respect of the Service Provider,

then Beyond Blue may (whether or not such an event is continuing):

(iv) immediately terminate this Agreement by giving written notice to the Service Provider of the termination;

(v) take any of the actions referred to in clauses 11.2(a), 11.2(b) and 11.2(c); or

(vi) without limiting the rights of Beyond Blue pursuant to clauses 19.1(b)(iv) and 19.1(b)(v), require that the Service Provider show why Beyond Blue ought not to exercise its right pursuant to clause 19.1(b)(iv) within such period of time as is specified by Beyond Blue.

19.2 The Service Provider's rights

If:

(a) Beyond Blue fails to fulfil, or is in breach of any of its obligations under this Agreement and does not rectify the omission or breach after receiving 10 Business Days written notice from the Service Provider to do so; or

(b) an Insolvency Event occurs in respect of Beyond Blue,

then the Service Provider may immediately terminate this Agreement by giving written notice to Beyond Blue of the termination. Upon such termination, Beyond Blue's only obligation shall be to pay to the Service Provider such unpaid portion of the Fees as it relates to expenditure properly and reasonably incurred by the Service Provider up to the date of such termination.

19.3 Documents required on termination

(a) Where this Agreement is terminated under this clause 19:

(i) upon receipt of such notice, the Service Provider must immediately stop providing any Services; and

(ii) Beyond Blue will pay to the Service Provider such unpaid Fees as relate to expenditure properly and reasonably incurred by the Service Provider up to the date of termination.

(b) Termination of this Agreement will not affect any Claim which has accrued to the Party which terminates the Agreement at or prior to the date of termination.

(c) Clauses 13 (IP Rights and Moral Rights), 15 (Disclosure of information), 16 (Indemnity), 17 (Limitation of liability), 18 (Insurance) and 20 (Notices) survive the termination or expiry of this Agreement.

20 Notices

20.1 A notice under this Agreement is ineffective unless it is in writing.

20.2 A notice may be given by hand delivery or prepaid post or by electronic transmission, including by email or by facsimile.

20.3 A notice is treated as having been given:

(a) if delivered by hand - on delivery to the relevant address;

(b) if sent by post - on delivery to the relevant address, or five Business Days after it was posted, whichever is earlier;

(c) if transmitted electronically - when received by the addressee.

21 Dispute Resolution

21.1 The Parties agree to follow the following procedure provided in this clause 21, prior to the commencement of any legal proceedings (except for legal proceedings for urgent interlocutory relief) in respect of any dispute arising under this Agreement.

21.2 The Parties agree that the following procedure will be used in an expeditious manner to resolve a dispute:

(a) A Party claiming there is a dispute will notify the other Party in writing, setting out the nature of the dispute.

(b) The Parties will attempt to resolve the dispute through direct negotiation, including by referring the matter to each Party's respective Chief Executive Officers, or another representative of a similar level of seniority.

(c) If the dispute cannot be settled by the Parties within 10 Business Days from the date of the notice referred to above in clause 21.2(b) the Parties will refer the dispute to mediation by a person appointed for that purpose by agreement between the Parties, or failing agreement, a person appointed by the President of the Law Institute of Victoria. The cost of mediation entered into under this clause 21.2(c) will be borne equally by the Parties.

(d) Any determination to a dispute referred to a mediator appointed under clause 21.2(c) above will be binding on the Parties.

21.3 Despite the existence of a dispute, the Service Provider must (unless requested in writing by Beyond Blue not to do so) continue to perform its obligations under this Agreement.

22 General

22.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all communications, negotiations, arrangements and agreements, whether oral or written, between the Parties with respect to the subject matter of this Agreement.

22.2 Conduct of Service Provider

The Service Provider must do all things incidental or reasonably necessary to give effect to this Agreement, including procuring any the Specified Personnel to do such incidental or reasonably necessary things.

22.3 Negation of employment, partnership and agency

(a) The Service Provider and the Specified Personnel must not represent themselves as being employees, partners or agents of Beyond Blue, or as otherwise able to bind or represent Beyond Blue.

(b) The Service Provider and the Specified Personnel are not, by virtue of this Agreement, or for any purpose deemed to be employees, partners or agents of Beyond Blue, or vested with any power or authority to bind or represent Beyond Blue.

22.4 Non derogation of Beyond Blue's rights

Nothing in this Agreement derogates from, limits or otherwise excludes Beyond Blue's rights at law or in equity, to recover any or all of the Fees from the Service Provider, including after termination of this Agreement.

22.5 Compliance with law

The Parties must, in carrying out this Agreement, comply with the provisions of all relevant statutes, regulations, by-laws, and the requirements of any relevant Commonwealth, State, Territory or local authority.

22.6 Governing law and jurisdiction

This Agreement is governed by and must be construed according to the laws applying in Victoria and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria.

22.7 Variation

This Agreement may only be varied in writing, signed by both Parties.

22.8 Severance

Any reading down or severance of a particular provision does not affect the other provisions of this Agreement.

22.9 Waiver

(a) Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this Agreement by a Party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Agreement.

(b) A waiver or consent given by a Party under this Agreement is only effective and binding on that Party if it is given or confirmed in writing by that Party.

(c) No waiver of a breach of a term of this Agreement operates as a waiver of another breach of that term or of a breach of any other term of this Agreement.

22.10 Further acts and documents

Each Party must promptly do all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that Party) required by law or reasonably requested by another Party to give effect to this Agreement.

22.11 Assignment

A Party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of the other Party. Such consent is not to be unreasonably withheld or delayed.

22.12 No representation or reliance

(a) Each Party acknowledges that no Party (nor any person acting on a Party's behalf) has made any representation or other inducement to it to enter into this Agreement, except for the representations or inducements expressly set out in this Agreement.

(b) Each Party acknowledges and confirms that it does not enter into this Agreement in reliance on any representation or other inducement by or on behalf of any other Party, except for representations or inducements expressly set out in this Agreement.

22.13 Counterparts

This Agreement may be executed by facsimile or electronic mail and/or in counterparts which will be taken together to constitute one document. The Parties agree that execution of this Agreement will occur when each Party holds a copy of this Agreement signed by the other Party (including a signed copy in electronic format).

22.14 Expenses

Except as otherwise agreed, each Party must pay its own costs and expenses in connection with the negotiation, preparation, execution and performance of this Agreement.

22.15 Time is of the essence

Time is of the essence in relation to the performance of the obligations by the Service Provider under this Agreement.

22.16 Force majeure

A Party is excused from performing its obligations to the extent that it is prevented from doing so by circumstances that, despite its reasonable effort and without its fault or negligence, a Party is unable to control and includes, without limitation, any act of God, war and other hostilities, fire, flood, strikes, lock-outs, delays in transport, breakdowns in machinery, or restrictions or prohibitions or any other acts by any government or semi-government authority.

SCHEDULE ONE - GENERAL

3 Beyond Blue Liaison Officer

[insert name] [insert position title] Beyond Blue PO Box 6100 Hawthorn West VIC 3122 Phone: 03 9810 6100 Email: [insert]

4 Service Provider Liaison Officer

[insert]

5 Specified Personnel

[insert]

SCHEDULE TWO - SERVICES

1 Services

1.1 Overview

[insert]

1.2 Objectives

[insert] 1.3 Methodology

[insert] 1.4 Services

[insert]

2 Reporting

The Service Provider will submit the following reports to Beyond Blue:

2.1 Detailed Project Plan

[insert]

2.2 Reports

[insert] Reports must be submitted electronically to Beyond Blue's Liaison Officer and must be in a format and contain the information required by Beyond Blue.

2.3 Ad hoc Reports

The Service Provider must provide information to Beyond Blue regularly, at times to be agreed between the Parties.

3 Timeline

MILESTONE Deliverables Timing

SCHEDULE THREE - FINANCIALS

1 Budget

Expenditure Item Cost ($)

excluding GST

TOTAL

2 Fees

2.1 Total Fees

The maximum amount of Fees payable by Beyond Blue under this Agreement is $[insert] (exclusive of GST).

2.2 Payment of Fees

The Fees are payable as follows:

Event Estimated Billing Date

Payment ($) excluding GST

TOTAL

2.3 Reimbursable Expenses

Reimbursable expenses are capped at $[insert] (ex GST) for the Term.

Claims for Reimbursable Expenses must be submitted during the month the expenditure is incurred. Each amount must be itemised and be accompanied, where appropriate, by supporting documentation (for example, invoices issued by the Service Provider's suppliers).

2.4 Invoices

The Service Provider must provide a valid tax invoice to Beyond Blue for the payment of each instalment of the Fees by email to [email protected].

2.5 Manner of payment

Once the Fees become due, payments will be made by Beyond Blue within 30 days of receipt of a valid tax invoice.


EXECUTED as an AGREEMENT:

SIGNED by BEYOND BLUE LIMITED

(ABN 87 093 865 840) in accordance with section 127 of the Corporations Act 2011 (Cth):

) ) )

Signature of Director

Signature of Director / Company Secretary

Full name of Director Full name of Director / Company Secretary

SIGNED by insert (ABN insert) in accordance with section 127 of the Corporations Act 2011 (Cth):

) ) )

Signature of Director

Signature of Director / Company Secretary

Full name of Director Full name of Director / Company Secretary