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Transformation Services Agreement - NSW Department of Education ...

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Related Entity, <strong>of</strong> an entity, means any present or future corporation, institute, body or other<br />

entity:<br />

(a)<br />

controlled by, controlling or under common control with the first mentioned entity<br />

(and for this purpose control means:<br />

(i) an ownership interest <strong>of</strong> at least 50%;<br />

(ii)<br />

(iii)<br />

(iv)<br />

(v)<br />

the right to control the composition <strong>of</strong> the Board <strong>of</strong> Directors;<br />

the right to cast or control the casting <strong>of</strong> at least 50% <strong>of</strong> the maximum<br />

number <strong>of</strong> votes at a general meeting;<br />

the right to at least 50% <strong>of</strong> the dividends or income; or<br />

the right to exercise reserve powers <strong>of</strong> direction or control in relation to<br />

conduct or activity); or<br />

(b)<br />

which the first mentioned entity is consolidated or amalgamated with or<br />

corporatised or merged into or to which all or substantially all <strong>of</strong> its assets or<br />

functions are transferred.<br />

Relationship Executive in relation to a party, means the person specified as such in Schedule<br />

1, or any other person notified as such by the party to the other party.<br />

[Omitted.]<br />

Review has the meaning given to it under clause 23.6(a).<br />

[Omitted.]<br />

RFP has the meaning given to it under paragraph D <strong>of</strong> the Background section.<br />

[Omitted.]<br />

Senior Executive in relation to a party, means the person specified as such in Schedule 1, or<br />

any other person notified as such by the party to the other party.<br />

[Omitted.]<br />

Service Levels means the service levels set out in the Specifications.<br />

<strong>Services</strong> means the services referred to in clause 4.1 or elsewhere in this agreement, as varied<br />

from time to time under this agreement.<br />

[Omitted.]<br />

[Omitted.]<br />

[Omitted.]<br />

[Omitted.]<br />

[Omitted.]<br />

S<strong>of</strong>tware Lock has the meaning given to it under clause 25.3.<br />

Solution means the fully integrated solution comprising people, process and technology<br />

conforming with the requirements in the Specifications. It includes:<br />

Legal\305532610.12 Commercial-in-confidence 11

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