Transformation Services Agreement - NSW Department of Education ...

Deliverable means anything required to be delivered by the Contractor under this agreement,
including the Solution (or a Release), Contract Material and the deliverables specified in the
Specifications.
[Omitted.]
Developed Software means software that is to be developed under this agreement and
includes developed data conversion software and customisations, modifications, enhancements
and extensions to the Core Application Software. For clarity, Developed Software does not
include customisations, modifications, enhancements or extensions to DEC Resources where
they are made by or on behalf of the relevant third party vendor under the relevant Managed
Third Party Contract.
Discloser has the meaning given to it under clause 20.11(a).
[Omitted.]
Documentation means documentation (in any format) required to be developed or supplied
under this agreement by the Contractor or required to enable the Solution to be used by DEC in
accordance with this agreement.
[Omitted.]
Effective Date means the date specified in Schedule 1.
Electronic Incident means any unauthorised action by a known or unknown person which, if
successfully completed, attempted, or threatened, is reasonably considered by the Contractor to
be one of the following: an attack, penetration, denial of service, disclosure of proprietary
information, misuse of system access, unauthorised access or intrusion (hacking), virus
intrusion, scan of the System, systems, networks, technology, content or websites of the NSW
Government Bodies or the Contractor (or its subcontractors).
Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title
retention, preferential right, trust arrangement, contractual right of set-off, or any other security
agreement or arrangement in favour of any person.
Equipment means any hardware, equipment and plant forming part of the Solution or used by
the Contractor to provide the Services.
ERP Software means the ERP software as specified in section 2.1 of Schedule 7.
[Omitted.]
Event of Insolvency means:
(a)
(b)
(c)
a controller (as defined in section 9 of the Corporations Act 2001 (Cth)),
administrator or similar officer is appointed in respect of a person or any asset of a
person;
a liquidator or provisional liquidator is appointed in respect of a person;
any application (not withdrawn or dismissed within 5 Business Days) is made to a
court for an order, an order is made, a meeting is convened or a resolution is passed,
for the purpose of:
(i)
(ii)
appointing a person referred to in paragraph (a) or (b) of this definition;
winding up or deregistering a person; or
Legal\305532610.12 Commercial-in-confidence 7