Standing Offer Arrangement (SOA) Details · {00106062.DOC} Standing Offer Arrangement (SOA) Details Whole of Government Legal Services Panel The State of Queensland acting through

{00106062.DOC}

Standing Offer Arrangement (SOA)

Details

Whole of Government Legal Services Panel

The State of Queensland acting through the Department of Housing and Public

Works

<Supplier to insert supplier name and ABN>

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PTD000814 whole of Government Legal Services

Table of contents

1. Introduction .............................................................................................................................. 3

2. General SOA information ........................................................................................................... 4

3. Terms and conditions of the SOA and Contract ........................................................................... 7

3.1. Definitions and interpretation 7

3.2. SOA Conditions 7

3.3. Conditions that apply to the purchase of the Services by the Customer (i.e. Contract) 7

3.4. Contract departures - Principal’s changes to the SOA Conditions or Contract 7

Changes to the SOA Conditions (i.e. between the Principal and Supplier): 7

Changes to the General Contract Conditions (i.e. between the Customer and Supplier): 9

4. Forming the SOA and Contracts ................................................................................................ 12

4.1. Agreement by Supplier 12

4.2. Agreement by Principal 12

Schedule 1. Requirement for Services ................................................................................................... 13

Annexure A to Schedule 1 .................................................................................................................... 19

Panel Structure 23

Definitions for categories of legal services 23

Annexure B to Schedule 1 ..................................................................................................................... 24

Service requirements for medico legal claims 24

Annexure C to Schedule 1 ..................................................................................................................... 28

Supplier Key Personnel 28

Annexure D to Schedule 1 .................................................................................................................... 29

Supplier relationship managers 29

Schedule 2 – Price and Payment Terms ................................................................................................. 30

Schedule 3 – Performance Measurement .............................................................................................. 33

Schedule 4 – SOA Governance .............................................................................................................. 37

1. SOA reporting requirements 37

2. SOA meeting requirements 37

2.1. Annual review meeting with the Panel Manager 37

2.2. Ad hoc meetings with the Panel Manager 38

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2.3. Ad hoc meetings with the Customers or Supplier Relationship Managers 38

3. Escalation of SOA issues 38

3.1. Governance framework 38

3.2. Resolution of disputes 38

Annexure A to Schedule 4 Governance framework ................................................................................ 40

1. Governance model 40

2. Roles and responsibilities 40

Panel Manager 41

Expert advisory group 41

Customers 42

Suppliers 42

Annexure B to Schedule 4 Reporting template ...................................................................................... 43

Schedule 5 – SOA Order Form ............................................................................................................... 44

1. Introduction

This SOA is for the supply of legal services to eligible Customers.

This whole document forms part of the SOA with the Principal. Contracts made under the SOA will

incorporate the terms agreed by the Principal and the Supplier in the SOA. The Supplier and the

eligible Customer may not make any changes to this document or agree any additional terms in a

Contract, except as set out in section 3.4 (Contract departures - Principal’s changes). Changes

which do not comply with these requirements do not form part of the SOA.

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2. General SOA information

This section sets out details which apply to the SOA and to every Contract agreed under the SOA.

The Customer and Supplier must not amend this section in a Contract.

No. Topic Details

1 Principal

Name: The State of Queensland acting through the Department of

Housing and Public Works

ABN: 72 799 122 178

2 Principal contact details

Contact person: Director, Legal Services Coordination Unit,

Department of Justice and Attorney-

General

Position: Panel Manager

Street address: 50 Ann Street BRISBANE QLD 4000

Postal address: <<insert>>

Email: <<insert>>

All notices and other communications relating to the SOA are to

be sent to the Principal at the details set out in this item, or any

updated details that the Principal provides to the Supplier in

writing.

3 Supplier The Supplier must complete these details.

Name:

ABN or ACN:

4 Supplier contact details The Supplier must complete these details.

Contact person:

Position:

Street address:

Postal address:

Email:

All notices and other communications relating to the SOA or a

Contract are to be sent to the Supplier at the details set out in this

item, or any updated details that the Supplier provides to the

Principal or Customer in writing.

5 Subcontractor/s Subcontracting of services is not permitted under the SOA.

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No. Topic Details

6 SOA term

This is the period of the standing offer, when Customers can enter

into Customer Contracts:

Start date: 1 April 2015

End date: 31 March 2018

Extension Options: 2 x 1 years. Extension options are

exercised at the Principal’s sole

discretion.

7 Cap on liability The cap on liability of the Customer and Supplier in relation to a

Customer Contract is $10 million or as limited by law or binding

scheme (specified below) but the Customer may require a higher

cap on liability for certain engagements.

If the Supplier seeks to limit its liability in accordance with a

binding scheme under the Professional Standards Act 2004

(Qld) then specify the scheme below and the limits of liability

that apply:

Binding Scheme applicable: <<insert>>

Summary of liability cap: <<insert>>

8 Insurance

The Supplier is to insert details of its policies as specified

below (repeat as required) and provide a copy of a certificate

of currency for each policy.

Workers compensation insurance as required by law

Public liability insurance:

The Suppler must hold public liability insurance for a

minimum sum of $20 million per occurrence.

Amount:

Expiry date:

Insurance provider:

Named insured:

Professional indemnity insurance:

The Supplier must hold professional indemnity insurance as

required by the Queensland Law Society. The amount of

insurance must be at least as much as the applicable cap on

liability but the Customer may require a higher amount for

certain engagements.

Amount:

Expiry date:

Insurance provider:

Named insured:

Other insurances:

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No. Topic Details

9 Authorisations Not applicable.

10 Conflict of Interest Supplier to insert details of any conflict of interest it is

required to declare in accordance with the ‘Conflict of

interest’ clause in the SOA Conditions. If no conflict of

interest exists, insert “Nil”.

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3. Terms and conditions of the SOA and Contract

3.1. Definitions and interpretation

The definitions and rules of interpretation applicable to the SOA and Contracts are attached.

3.2. SOA Conditions

The SOA Conditions are attached.

3.3. Conditions that apply to the purchase of the Services by the

Customer (i.e. Contract)

The General Contract Conditions that apply to the supply of the Services to a Customer under this SOA

(i.e. the Contract) are attached.

3.4. Contract departures - Principal’s changes to the SOA

Conditions or Contract

Changes to the SOA Conditions (i.e. between the Principal and Supplier):

a) Clause 5 Eligible Customers

Delete clause 5 and insert the following:

“All of the following entities are eligible Customers under the SOA:

(a) Queensland Government departments;

(b) Queensland Government agencies accepted by the Panel Manager to opt in to

the whole of government legal services panel;

(c) Queensland Government Bodies accepted by the Panel Manager to opt in to the

whole of government legal services panel;

(d) Any entity which is directly or indirectly, partially or entirely funded by the State

of Queensland, and/or a community based, non-profit making organisation

performing community services, and/or another entity, accepted by the Panel

Manager to opt in to the whole of government legal services panel.

The Supplier acknowledges that provisions of these SOA Conditions are intended

for the benefit of eligible Customers and may be enforced by the Principal on behalf

of all eligible Customers. The Supplier acknowledges that eligible Customers do not

have any obligations to the Supplier under this SOA.”

b) Clause 9(j) (insurance)

Delete the words “authorised and licensed to operate in Australia,”.

c) Clause 9(l) (security requirements)

Delete clause 9(l) entirely.

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d) Clause 9.2 Restrictions on acting against the Principal or Customer

Insert the following new clause 9.2:

“9.2 Restrictions on acting against the Principal or Customer

The Supplier must not accept instructions to:

(a) commence or act in proceedings against the Principal or Customer during

the SOA term; or

(b) act where there is a professional conflict of interest,

without the prior consent of the Principal (where proceedings are taken against the

State of Queensland) or the relevant Customer (where proceedings are taken

against a Customer), as applicable. The Principal and relevant Customer will act

reasonably and expeditiously in determining their consent. For the purposes of this

clause only, a professional conflict of interest occurs where the Supplier or its

Personnel is not acting or is perceived to be not acting in accordance with the

conflict of interest and conflict of duty principles imposed by the Australian Solicitors

Conduct Rules and the Legal Profession Act 2007 (Qld).”

e) Clause 14 Indemnity

i. Delete clauses 14(b) and (c) and replace with the following:

“(b) Wilful Default or Wilful Misconduct by the Supplier or its Personnel;

(c) claim of Intellectual Property Rights or Moral Rights infringement

relating to the SOA by materials provided by the Supplier; or”

ii. Delete clause 14(e) and the word “or” at the end of clause 14(d).

f) Clause 16.2 New Intellectual Property Rights

Delete clause 16.2 and replace it with the following:

“New Intellectual Property Rights created or developed in performing the SOA are

owned by the Customer unless the parties agree otherwise in the Details. The

Supplier must ensure that during the term of the SOA, the new Intellectual Property

Rights are used or supplied only for the purposes of the SOA.”

g) Clause 20.2 Conflict of Interest

Insert the words “To the best of the Supplier’s knowledge,” at the beginning of

clause 20.2.

h) Clause 20.3 Criminal organisation


clause 20.3.

Changes to the definitions and rules of interpretation:

a) Insert the following definitions in alphabetical order:

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“Category Relationship Manager means an employee or principal of the Supplier

appointed as category relationship manager from time to time. As at the start date of

the SOA, the person appointed as Category Relationship Manager is set out in

Schedule 1 of the SOA Details.

Consumer Price Index means the “All Groups CPI for Queensland” (or relevant

successor index) measuring the rate of inflation in Queensland, expressed as an

index and published by the Australian Bureau of Statistics.

Model Litigant Principles means the Model Litigant Principles issued by the

Queensland Government (available at

http://www.justice.qld.gov.au/corporate/model-litigant-principles) as amended from

time to time.

Panel Manager means the employee or delegate of the Principal appointed as the

Principal’s contact in the SOA Details and the person responsible for the centralised

management of the panel.

Panel Relationship Manager means an employee or principal of the Supplier

appointed as the panel relationship manager from time to time. As at the start date

of the SOA, the person appointed as Panel Relationship Manager is set out in

Schedule 1 of the SOA Details.

PQE means post qualification experience.

Supplier Relationship Manager means an employee or delegate of an eligible

Customer appointed as the supplier relationship manager from time to time.

b) Amend the definition of “Deliverables” to delete the words “, and all incidental and

ancillary goods, services and documentation”.

Changes to the General Contract Conditions (i.e. between the Customer and Supplier):

a) Clause 6(e) (standards)

Delete the words “and fit for their usual purpose and any other purpose disclosed by

the Customer”.

b) Clause 6(f) (protection)

Delete clause 6(f) entirely.

c) Clause 6(g) (policies)

Delete clause 6(g) and insert the following:

“(g) (policies) must comply with all Customer policies, codes of conduct, rules,

standards and procedures listed in the Requirements or as otherwise

communicated by the Customer to the Supplier;”

d) Clause 6(n) (insurance)

Delete the words “authorised and licensed to operate in Australia,”.

e) Clause 6(p) (security requirements)

http://www.justice.qld.gov.au/corporate/model-litigant-principles

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Delete clause 6(p) entirely.

f) Clause 7 Terms and conditions specific to Goods and Deliverables

Delete clause 7 entirely.

g) Clause 8.1 Subcontracting

Insert the words “to deliver the Services” after the word “obligations” in the first

sentence of clause 8.1.

h) Clause 13 Indemnity

i. Delete clauses 13(b) and (c) and replace with the following:

“(b) Wilful Default or Wilful Misconduct by the Supplier or its Personnel;

(c) claim of Intellectual Property Rights or Moral Rights infringement

relating to this Contract or the Deliverables by materials provided by

the Supplier;”

ii. Insert the words “where the Supplier has acknowledged that services are

rendered to third parties in addition to the Customer” at the end of clause

13(e).

i) Clause 15.2 New Intellectual Property Rights

Delete clause 15.2 and replace it with the following:

“New Intellectual Property Rights created or developed in performing the Contract

are owned by the Customer unless the parties agree otherwise in the Details. The

Supplier must ensure that during the term of the Contract, the new Intellectual

Property Rights are used or supplied only for the purposes of the Contract.”

j) Clause 19.2 Conflict of Interest


clause 19.2.

k) Clause 19.3 Criminal organisation


clause 19.3.

l) Clause 20

Delete the last sentence of clause 20 entirely.

m) Clause 21.1

i. Insert the following paragraph in clause 21.1:

“(f) a Supplier’s Key Personnel is no longer available to perform the roles

allocated to them in the Details and no replacement Key Personnel has been

accepted by the Customer.”

And delete the full-stop at the end of clause 21.1(e) and insert the word “or”.

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ii. Delete the last sentence of clause 21.1 entirely.

n) Clause 22

Replace the word “Contractor” with ”Supplier” wherever it occurs in the clause.

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4. Forming the SOA and Contracts

4.1. Agreement by Supplier

The Supplier will sign in this section. By signing, the Supplier is offering to enter the SOA and

Contracts on the terms set out in this document. If the Principal requests, the Supplier must

provide evidence that the signatory is properly authorised to execute this document.

If the parties agree any changes to this document after the date of the Supplier’s signature, the

Supplier and Principal will prepare a new version of the document incorporating the agreed

changes, which will replace this document. The Supplier will sign the new document, offering to

enter the SOA and Contracts on the amended terms.

Date …………………………………….. EXECUTED for and on behalf of: ............................................................... Name of Supplier by its authorised representative, in the presence of: ............................................................... Signature of witness ............................................................... Name of witness (block letters) ............................................................... Address

) ) ) ) ) ) ) ) ) ) ) ) ) )

............................................................... Signature of authorised representative By executing this agreement the signatory warrants that the signatory is duly authorised to execute this agreement on behalf of the Supplier ............................................................... Name of authorised representative (block letters) ............................................................... Position of authorised representative

4.2. Agreement by Principal

The Principal may accept the Supplier’s offer either by signing in this section, or separately

confirming to the Supplier in writing that the Principal accepts the Supplier’s offer.

Date ...................................................... EXECUTED for and on behalf of: The State of Queensland acting through the Department of Housing and Public Works ............................................................... Name of Principal by its authorised representative, in the presence of: ............................................................... Signature of witness ............................................................... Name of witness (block letters) ............................................................... Address

) ) ) ) ) ) ) ) ) ) ) ) ) )

............................................................... Signature of authorised representative By executing this offer the signatory warrants that the signatory is duly authorised to submit this offer on behalf of the Principal ............................................................... Name of authorised representative (block letters) ............................................................... Position of authorised representative

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Schedule 1. Requirement for Services

The Supplier must provide the Services specified below to Customers, in accordance with the

Requirements described in this Schedule.

Description of Services

The Customer and Supplier may agree additional Requirements for Services in the Contract.

The Supplier has been appointed to the panel to provide the legal services in the practice of law to

Customers in the categories listed below:

Category: [Insert name of category or categories to which the Supplier has been appointed]

The Supplier has been appointed to the supplementary list to provide the legal services in the

practice of law to Customers in the categories listed below:

Category: [Insert name of category or categories (supplementary list) to which the Supplier has

been appointed]

The structure of the panel and a description of the categories is included in Annexure A to this schedule.

The Principal reserves the right to change the structure and composition of the panel at any time during

the SOA term. In the event that an additional Supplier is required for a category, the supplementary

list will be used as the first option to source the additional Supplier.

The purpose of the supplementary list is to establish a reserve list of Suppliers to provide the

flexibility to meet the legal services needs of Customers.

The Customer may at any time elect to reclassify a matter from one category to another category. The

Customer may approve the Supplier continuing to provide the Services on that matter even if the

Supplier has not been appointed to the category to which the matter has been reclassified. Alternatively,

the Customer may elect to engage a new Supplier in the category to which the matter has been

reclassified to provide the Services in the matter. The existing Supplier must then immediately transfer

all Customer information held by that Supplier to the new Supplier and provide all such transitional

assistance as may be reasonably necessary or requested by the Principal or the Customer.

At the end of the SOA term, where the SOA is terminated in accordance with the SOA Conditions or

where the Contract is terminated in accordance with the General Contract Conditions, Suppliers

must provide all such transitional assistance as may be reasonably necessary or requested by the

Principal to facilitate the smooth transition of any relevant information, knowledge, systems or assets

from the Supplier to the Principal or the Customer.

Value add services

The Supplier will provide the value add services listed below:

[Insert value add services offered to be provided by the Supplier in Schedule A – Response

Schedule].

Scope of Services to be specified in the SOA Order

The Services provided by the Supplier will be specified by the Customer in the SOA Order as set

out in Schedule 5.

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Performance standards

In providing the Services, Suppliers agree to comply with the Model Litigant Principles and any

other directives or guidelines in relation to legal services issued by the Queensland Government or

the Attorney-General as communicated to the Supplier from time to time.

The Services provided by the Supplier must meet the general standards and performance

requirements set out in Schedule 3. These will be measured by monthly reports provided by

Suppliers to the Panel Manager, post matter surveys by Customers, quarterly reports prepared by

the Panel Manager and an annual review meeting as set out in Schedules 3 and 4.

[The Services provided by the Supplier in connection with medico legal claims in category 17

Health Law must also comply with the service requirements set out in Annexure B to this

schedule.]

Customer’s may require additional performance requirements in relation to the Services from time

to time. Where those additional performance requirements apply to a category to which a Supplier

has been appointed, the Panel Manager will inform the relevant Suppliers.

Quotes

The Customer may, in its sole discretion, request a quote on a lump sum, fixed price, maximum

fee, retainer or any other basis from one or more Suppliers in connection with the Services. The

Supplier will provide quotes in the SOA Order. The Supplier must indicate how the quote has been

calculated in the SOA Order. These may or may not be based on the maximum rates set out in the

table in Schedule 2. All quotes must be provided at no cost to the Customer.

If price exceeds the quote

If during the course of providing the Services under an SOA Order the Supplier becomes aware

that the total price is likely to exceed the quote given, the Supplier must give written notice to the

Customer in accordance with the timelines set out below. The notice that the total price is likely to

exceed the quote must specify a revised quote for the Services and include the reason the total

price will exceed the original quote. The Customer has sole discretion, acting reasonably, whether

to approve a revised quote. When a revised quote is approved, the Customer must provide written

notice of the approval to the Supplier. If a Supplier has provided a quote to a Customer for

Services, the Customer is not liable to pay the Supplier any amount exceeding the quote unless

the Customer has approved a revised quote.

Requirements and timelines

The Supplier must meet the following timelines in the performance of the Services:

Requirement Description Timeframe

Conflict of Interest upon

instructions

The Supplier must make

diligent inquiry as to whether it

has any Conflicts of Interest if

it were to provide the Services

specified in the SOA Order

and either confirm no Conflict

of Interest or provide details of

any Conflict of Interest to the

Immediately upon receipt of

SOA Order but no later than

one Business Day following

receipt of SOA Order.

If the Customer requests

urgent assistance prior to

issuing an SOA Order, a

Conflict of Interest

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Customer.

The Supplier must not

commence performing the

Services until approved by the

Customer.

confirmation must be provided

within one Business Day of

receiving an urgent

assistance request.

Conflict of Interest during

engagement

The Supplier must monitor

Conflicts of Interest during the

engagement and report to the

Customer if a Conflict of

Interest arises during the

engagement and the steps

taken to resolve the Conflict of

Interest. The Supplier must

not continue to perform the

Services until approved by the

Customer.

Immediately upon becoming

aware of a Conflict of Interest.

Acknowledge receipt of

SOA Order

The Supplier must

acknowledge receipt of an

SOA Order by email to the

Customer contact person.

Within one Business Day of

receipt of the SOA Order

request.

Quotes

The Supplier must provide an

initial quote including the

approach to the matter, Key

Personnel and cost

management strategy.

Within three Business Days of

receipt of an SOA Order or

the timeframe requested by

the Customer.

The Supplier must provide a

detailed project management

plan for major projects and

complex matters (if requested

by the Customer).

Within 10 Business Days of

receipt of the Contract or the

timeframe requested by the

Customer.

The Supplier must notify the

Customer in writing if it

becomes aware that the total

price is likely to exceed the

quote given in the SOA Order

(or as otherwise varied with

the consent of the Customer).

The notice must be given as

soon as the Supplier becomes

aware, but no later than the

time the costs accrued or

incurred reach 80% of the

quote provided.

Responses to email and

telephone communication

Urgent requests for telephone

advice.

Must be responded to

promptly.

Final report The Supplier must provide a

final matter report (if

Within five Business Days of

the conclusion of the matter

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requested by the Customer) to

the Customer.

the subject of the Contract.

Invoices

The Supplier must render an

itemised tax invoice for each

Contract to the Customer. The

invoice will specify the

personnel, their hourly rate

and the hours billed (if

applicable), how much of the

quote has been used, a brief

description of the Services

provided during that month

and any other information the

Customer reasonably

requests.

Within five Business Days of

the end of each month for all

the Services performed during

the month in accordance with

a Contract or as otherwise

agreed with the Customer.

Third party invoices

The Supplier must request

that all barristers, external

experts and specialists

engaged to provide the

Services in conjunction with

the Supplier render tax

invoices monthly or as

otherwise agreed with the

Customer.

On engagement of the

barrister, external expert or

specialist.

Reporting

The Supplier must provide

monthly reports to the Panel

Manager in the form required

by the Panel Manager (as at

the start of the SOA term, this

form is as set out in Annexure

B of Schedule 4).

Within 10 Business Days of

the end of each month.

The Supplier must provide ad

hoc reports as requested from

time to time by the Panel

Manager in a form requested

by the Panel Manager.

Within the timeframe

requested by the Panel

Manager.

The Supplier must provide ad

hoc reports on matters as

requested from time to time by

the Customer in a form

requested by the Customer.

Within the timeframe

requested by the Customer.

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Panel meetings

The Supplier must attend an

annual review meeting with

the Panel Manager.

The Panel Manager is

required to provide at least 10

Business Days’ written notice

to the Supplier.

The Supplier must attend ad

hoc meetings with the Panel

Manager.

The Panel Manager is

required to provide at least

five Business Days’ written

notice to the Supplier.

The Supplier must attend ad

hoc meetings with Customers.

The Customer is required to

provide at least five Business

Days’ written notice to the

Supplier.

Records

The Supplier will, at all times,

maintain, store and archive

true, up to date, accurate and

complete records of all

invoices, SOA Orders

received and executed,

documentation supplied to

any Customer and other

records relating to its

performance under this SOA

and any SOA Order.

The Supplier will ensure that

the records provide sufficient

detail to enable the Panel

Manager and Customers to

reconcile those records with:

the contents of the

monthly reports provided

by the Supplier to the

Panel Manager; and

the invoices that the

Supplier renders to the

Customer.

For the duration of the SOA

term.

Key Personnel

The Supplier’s Key Personnel are listed in Annexure C of this schedule. Key Personnel may be

replaced from time to time in accordance with the table below. The Panel Manager may request

that an updated résumé of any Key Personnel be provided to it at any time during the SOA term.

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In addition to any requirements set out in the SOA Conditions, the following requirements apply to

Key Personnel during the SOA term:


Change of Key Personnel

The Supplier must not remove

or replace the Key Personnel

unless:

the proposed replacement

has equal or superior skills,

training, experience and

knowledge;

the Supplier provides the

Panel Manager with a

résumé, and other

information about the

proposed replacement

reasonably requested by

the Panel Manager; and

the Panel Manager gives

written consent to the

replacement.

If the above requirements are

not met:

the Supplier may be

suspended from the panel

until the Supplier is able to

demonstrate capability in

the areas of expertise for

which the Supplier was

selected; or

the SOA may be terminated

in accordance with the SOA

Conditions.

Demonstrated equal or

superior skills, training,

experience and knowledge of

replacement Personnel must

be provided within five

Business Days of the Supplier

removing or replacing Key

Personnel.

Relationship manager

The Supplier’s relationship managers are set out in Annexure D of this schedule. The relationship

managers are responsible for the delivery of the Services in accordance with the requirements of

the SOA. The relationship managers must perform the governance roles set out in Schedule 4 and

will act as contact points between the Customer and the Supplier.

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Annexure A to Schedule 1

Panel Structure

Suppliers will provide legal services to Customers in one or more of the categories shown below.

Definitions for categories of legal services

Description of categories

Category 1 – Major Projects

This category covers legal services in relation to infrastructure projects, major projects and

construction which include at least two of the following areas - transport, water, health and other

social infrastructure, major projects, building and civil projects and property development or

alternatively have a whole of project budget in excess of $20 million or other special complexities

as determined by the Customer. The category includes the following areas:

project agreements and structures (including project delivery vehicles such as public private

partnerships, project financing arrangements, design and construct contracts and other

forms of contract applicable to construction projects);

procurement and offer processes;

contractual claims, disputes, defaults, insolvencies and terminations;

planning and environmental approvals;

land acquisition and property law issues;

intellectual property, insurance, taxation and competition law issues; and

native title and cultural heritage issues.

Types of projects could include:

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transport, water, health and other social infrastructure projects;

property development;

waste handling and management;

building and construction projects;

energy and resources projects; and

mineral processing projects.

Category 2 – General Property

This category includes all areas of real property law including:

tenure and titles matters;

property development and redevelopment (including the subdivision of lands); and

property management.

Category 3 – Transactional Property

This category covers legal services in relation to property transactions including purchase, sale,

leasing and dealings with estates and rights related to commercial, residential and agricultural

land. The category also includes medium to high volume conveyancing work.

Category 4 – Planning and Environment

This category covers areas of planning and environment law such as:

protection, conservation and environmental management;

water;

threatened species;

pollution;

native vegetation;

waste handling management;

local government;

planning appeals; and

national parks and protected areas.

Category 5 – Compulsory Acquisitions

This category covers specialist legal expertise in the area of compulsory acquisitions of real

property.

Category 6 – Building and Construction

This category covers specialist legal expertise in building and construction law including building

contracts and building regulation.

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Category 7 – General Corporate and Commercial

This category covers any type of corporate or commercial transaction or matter which arises in

relation to a transaction in areas such as:

corporations law;

general contract law;

corporate governance;

corporate restructuring;

sale and acquisition of assets and/or businesses;

joint ventures;

government entity law;

personal property and securities law;

tendering and purchasing, outsourcing and procurement; and

insurance.

Category 8 – Banking and Finance

This category covers legal services relating to the borrowing, lending and use of money in the

highly regulated financial services environment including in areas such as:

transactional banking and finance matters including in the areas of project finance, secured

and unsecured lending and general debt finance structures;

financial regulation and related law;

debt capital markets including:

o domestic debt issues, subordinated and structured debt in the domestic market;

o credit-wrapped transactions; and

o project and infrastructure debt issues.

Category 9 – Competition Law

This category covers specialist legal expertise in competition and consumer law.

Category 10 – Taxation and Revenue

This category comprises specialist legal expertise in taxation and revenue law including federal

taxes and state revenue laws.

Category 11 – Energy and Resources

This category covers specialist legal services in areas such as:

energy and resources;

mineral processing;

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energy regulation; and

climate change and emissions trading.

Category 12 – Workplace and Industrial

This category covers legal services in areas such as:

collective employment and bargaining;

general employment;

industrial relations;

discrimination / equal opportunity in a workplace and industrial context;

workers compensation; and

workplace health and safety.

Category 13 - Technology and Intellectual Property (IP)

This category covers legal services in the area of technology and intellectual property including

structuring and drafting of agreements for the development of information and communication

technology services and systems and telecommunications services. The category includes areas

such as:

biotechnology;

health and life sciences;

e-commerce;

management and protection of intellectual property;

information and communication technology (e.g. broadband systems); and

information security.

Category 14 – Complex Litigation

This category includes commissions and inquiries, complex debt recovery, complex coronial

matters and complex litigation, disputes and proceedings. Whether a matter is complex will be

determined by the Customer and will depend on the circumstances of the particular case having

regard to such factors as whether the matter involves:

complex legal and/or factual issues;

sensitive legal, political or policy issues;

significant expenditure;

the need for a large legal team, for example, because of multiple parties, volume of

evidence, length of proceedings or numerous interlocutory stages.

Category 15 – General Litigation

This category includes straightforward debt recovery and less complex litigation, disputes and

proceedings. Whether a matter is less complex will be determined by the Customer and will

Page 23 of 47


depend on the circumstances of the particular case. Less complex matters would generally involve

more routine, straightforward matters that do not exhibit factors listed in Category 14. For example,

matters involving simple legal questions and/or questions of fact.

Category 16 – Prosecutions and Advocacy

This category includes quasi-criminal and civil statutory prosecutions and appeals and reviews of

those decisions. This category also includes less complex coronial matters that do not exhibit

factors listed in Category 14.

Category 17 – Health Law

This category covers legal services in public health areas such as:

medico legal claims;

general advice pertaining to legal implications of clinical service delivery, policy or

procedure;

providing representation in relation to complaints and procedure with regulatory authorities;

providing assistance with particular health prosecution matters;

licensing, disputes and insurance matters;

public health matters or issues; and

clinical trial agreements.

Category 18 – Public Law/General

This category covers public law such as:

administrative law;

human rights and privacy issues;

discrimination / equal opportunity issues; and

general statutory interpretation.

Page 24 of 47


Annexure B to Schedule 1

Service requirements for medico legal claims

Engagement Time for completion

1. Letter to Queensland Government Insurance Fund (QGIF) confirming instructions detailing name of Key Personnel and other personnel, file reference; acknowledging reporting/liaising arrangements with Queensland Health

One Business Day from receipt of SOA Order

2. Letter to all relevant parties advising you act on behalf of QGIF

One Business Day from receipt of Contract

Advice

3. Initial written advice (including estimate of liability and cost to defend) to QGIF

10 Business Days from receipt of Contract

4. Updated written Advice (including estimate of liability and cost to defend) to QGIF

10 Business Days from receipt of new information which changes opinion / at least six months from last advice

Applications

5. Notify QGIF on receipt of application Within 24 hours via telephone / two

Business Days in writing from receipt of application

6. Instructions from claims officer prior to making/defending any applications

7. Written advice provided to QGIF Three Business Days post decision

Conference

8. Instructions from claims officer prior to selecting a mediator

9. Instructions from claims officer prior to setting a date for any type of conference (informal / compulsory conference, mediation) with four calendar weeks’ notice

Four calendar weeks’ notice

10. Confirm claims officer availability before agreeing a date for conference

11. Pre-conference advice to QGIF (informal settlement conference, compulsory conference, mediation) detailing quantum and strategy for conference

10 Business Days prior to a conference or as agreed

12. Where counsel is briefed for conference - counsel's advice to accompany pre-conference advice

10 Business Days prior to conference

Page 25 of 47



13. Written advice of outcome of conference (informal settlement conference, compulsory conference, mediation) to QGIF

Five Business Days post conference

14. Prior agreement with claims officer to number of personnel and who is to attend conferences

Experts

15. All investigations (liability-factual, surveillance, other, quantum-medico-legal, forensic accountant etc) undertaken post instructions from claims officer and carried out in a timely manner

16. Written request to claims officer seeking instructions prior to all investigations/experts being engaged detailing reasons for the engagement

17. Written request to claims officer seeking instructions prior to engaging medical specialist providing a panel of three relevant specialists

18. All expert reports to be received within four weeks, if not Supplier to follow up in a timely manner

Four weeks from instruction

Counsel

19. Instructions from claims officer prior to engaging counsel (with panel of three )

Time to be agreed

20. Fee and timeframe agreed on brief, where advice not received within agreed timeframe Supplier followed up

Time to be agreed / in default four weeks from instruction

21. Counsel's invoice reflects agreed estimate of costs and is forwarded to QGIF

Two Business Days from receipt

22. All counsel advices provided to claims officer Five Business Days from receipt

Litigated Matters

23. Instructions from claims officer prior to making/defending any applications

24. Instructions from claims officer prior to signing or tendering request for trial date

25. Instructions from claims officer prior to lodgement of appeal

26. Prior agreement with claims officer to number of personnel and who is to attend court hearings

27. Notification to QGIF when a matter has been allocated a trial date

Within one Business Day (telephone) / Two Business Days (writing)

28. Written advice to QGIF pre-trial detailing further 10 Business Days after the allocation

Page 26 of 47



negotiations, offers, future steps of the trial date

29. Written advice to QGIF post-trial detailing findings, advice on implications, claimant’s appeal avenues, counsel’s opinion and reaction to decision, recommendations as to appeal and if appeal is recommended – reasons, timeframe and recommendations as to senior counsel (panel of three) to be briefed on prospects

Three Business Days post judgment

Settlement

30. Written advice of settlement via email detailing outcome and future steps

Two Business Days from settlement

General conduct

31. All correspondence to be appropriately referenced with QGIF claim number

32. All relevant timeframes in legislation met (eg Personal Injuries Proceedings Act 2002 and Uniform Civil Procedure Rules 1999, other)

33. Supplier to implement strategies to resolve matters such as early admission of liability, early resolution of apportionment, timely progression towards informal settlement conference/mediation/compulsory conference, defensible mandatory final offer/formal offer

Other Instructions

34. Consultation with claims officer to discuss resolution strategy

35. Instructions from claims officer prior to making an offer

36. Instructions from claims officer prior to admitting liability

37. Instructions from claims officer prior to confirmation of existence of /or release of documents

38. Instructions from claims officer prior to instructing town agent

39. Prior agreement with claims officer to number of personnel and who is to attend external meetings

Documents to be provided

40. Provide the following documents to QGIF upon receipt with succinct commentary where appropriate:

Compliance response (additional compliance information obtained from the claimant

10 Business Days from receipt

Page 27 of 47



lawyers);

Liability notice;

Responses, contentions, complaints;

Expert reports (excluding any reference documents) including investigations (including witness statements);

Medical reports (excluding those provided by QGIF), independent medical expert report;

Counsel - instructions to; index to brief and advice;

All Court documents; and

All written submissions prior to all Court appearances.

Page 28 of 47


Annexure C to Schedule 1

Supplier Key Personnel

[Insert Key Personnel nominated by the Supplier in Schedule A – Response Schedule and

approved by the Principal to provide the Services. Complete for each category and/or

supplementary list to which the Supplier has been appointed.]

Page 29 of 47


Annexure D to Schedule 1

Supplier relationship managers

Panel Relationship Manager: Name:

Position:

Email address:

Phone number:

Postal address:

Category # [Name]

Category Relationship Manager

Name:

Position:

Email address:

Phone number:

Postal address:

Page 30 of 47


Schedule 2 – Price and Payment Terms

The Customer and Supplier may not amend this section in a Contract but may agree additional Pricing

details in a particular Contract.

2.1 Price

Maximum rates payable

The maximum hourly rates payable in connection with the Supplier’s personnel are set out in the

following table.

[Insert table with rates offered by the Supplier in Schedule A – Response Schedule.]

[Category 15 Health Law]

[The maximum rates payable in connection with Services provided for medico legal claims in

category 15 Health Law are set out in the following table.]

[Insert table with rates offered by the Supplier in Schedule A – Response Schedule.]

Disbursements

The Customer will pay for the following disbursements incurred by a Supplier when performing the

Services for a Customer:

Any disbursements pre-approved by the Customer in writing;

A disbursement that relates to the engagement of a barrister, external expert or specialists

(provided an estimate or quote of those fees are provided in advance to the Customer); and

Any disbursement for application, lodgement or filing fees required during the performance

of the Services.

No service charge or administration charge is to be applied to any expenses or disbursements.

Disbursements or other expenses that the Customer will pay for must be incurred in accordance

with any applicable government policy (as set out in Schedule 1 or otherwise notified to the

Supplier).

The Customer will not pay for:

Photocopying and printing of documents;

Word-processing time;

Postage and delivery charges;

Telephone charges; and

Travel time (unless pre-approved by the Customer in writing).

2.2 Price Reviews

The Supplier will not increase its maximum hourly rates specified in the table above for the

Services at any time during the two years from the start date of the SOA term.

Page 31 of 47


The Principal may, in its sole discretion, agree to an increase in the rates specified on the second

anniversary of the start date of the SOA term and at the time of exercise of any extension options

under the SOA. The maximum increase that may be approved is to be the equivalent of any

increase in the Consumer Price Index for Queensland for the calendar year immediately preceding

the second anniversary of the start date of the SOA term or the date of the exercise of the

extension option.

2.3 Discounts or rebates

The Supplier may provide discounts to the provision of the Services as agreed with the Customer

in the SOA Order.

2.4 Other pricing information

Non payment for unreasonable or excessive services

The Customer will not pay for Services that in the Customer’s reasonable opinion are excessive

and/or unnecessary. For the purposes of guidance only, the following will be considered excessive

and/or unnecessary, unless the Customer’s prior written approval has been obtained:

over reliance on counsel, unless expressly instructed by the Customer;

work not charged at the appropriate level, such as a lawyer completing administrative tasks

that can be undertaken by a legal assistant;

multiple lawyers settling the same piece of work;

more than two lawyers attending a court hearing or meeting;

more than one lawyer attending a directions hearing;

writing up meeting minutes or recording a file note except in unusually lengthy or complex

meetings; and

any items with a vague description such as “various attendances” or “drafting email”.

Non payment for incidental services

The Customer will not pay for the following incidental services and functions:

The Supplier’s development and maintenance of an awareness of, and research and

training of Key Personnel in relation to:

o the legislative and policy framework within which Customer operates;

o the overall scope of Customer’s business and operations; or

o Customers’ key priorities for each forthcoming year;

Compliance with the Customer’s policies;

Performance of incidental services or functions that are required for the proper performance

and provision of the Services including:

o day to day management of the Services;

o contract management;

Page 32 of 47


o client relationship management;

o participation in induction meetings; or

o compliance with the obligations and processes set out in this SOA and any SOA

Order;

Time spent by new personnel familiarising themselves with a matter before commencing

work on the matter;

Numerous consecutive one unit charges for performing work that is part of the same task

when each part of the work would not normally take one unit of time;

Researching simple or basic legal principles;

Newsletters and other public information;

General administrative work including arranging meetings, recording routine telephone calls

or meetings;

Internal discussions, meetings and conferences between personnel of the Supplier where

the objective is to set up internal processes to manage cases or to provide updates

between Supplier personnel. (The Customer will pay for internal meetings where proper

legal supervision is required or to progress a matter provided that the supporting narration

is detailed, the meeting advances the conduct of the matter; and there is demonstrated

value in the activity.); and

Value added services specified in Schedule 1.

Page 33 of 47


Schedule 3 – Performance Measurement

The Supplier must meet the following general standards in providing the Services:

Understanding of Customer’s requirements – The Supplier must provide Services that meet the Customer’s circumstances and

requirements and support the Customer’s policies and directions.

Quality of Services – The Supplier must provide high quality Services that are responsive to the question and practical and advice that is

accurate, succinct and easy to read.

Responsiveness – The Supplier must keep the Customer informed of the progress of matters and obtain sufficient instructions to enable

the Services to be provided efficiently.

Timeliness – The Supplier must provide Services on time.

Cost management – The Supplier must adopt strategies to actively manage and contain costs.

This Schedule describes how the Supplier’s performance will be measured under the SOA, including:

Key performance indicators or other performance measures proposed by the Principal;

Details of how KPI’s will be measured (e.g. identify reports); and

Consequences if performance is unsatisfactory.

Me

as

ure

Pe

rfo

rma

nc

e

Targ

et

Me

as

ure

me

nt

Ca

lcu

lati

on

Fre

qu

en

cy

of

Me

as

ure

me

nt

Re

sp

on

sib

ilit

y

Co

nseq

uen

ces

of

failu

re

Compliance with the SOA

and Contract

The Supplier must meet its

Compliance with all

requirements of the

SOA and Contract

No repeated breaches or

complaints

Satisfactory annual

Yearly Panel Manager Panel Manager

works with the

Supplier to

achieve

Page 34 of 47


obligations under the SOA performance review meeting compliance

Suspension or

termination of the

SOA in

accordance with

SOA Conditions

Compliance with panel

management and

reporting requirements


reports and participate in

performance review

meetings as required under

the SOA

100% submission of

monthly reports to

Panel Manager

100% participation in

panel meetings

Submission of timely,

accurate and complete

monthly reports by Supplier

to the Panel Manager

Attendance at annual

performance review meeting

with Panel Manager

Attendance at ad hoc panel

meetings convened by the

Panel Manager

Monthly in

relation to

Supplier

reports

Yearly in

relation to the

annual

performance

review meeting

Panel Manager Panel Manager

works with the

Supplier to

achieve

compliance

Suspension or

termination of the

SOA in

accordance with

SOA Conditions

Quality of service

The Supplier must

understand and meet the

Customer’s needs and

provide high quality

Services that are responsive

to the question and practical

and advices that are

accurate, succinct and easy

to read

80% average score

over the quarter in post

matter Customer

surveys

Post matter surveys

completed by Customers in

relation to:

Understanding needs –

the Supplier must be

capable of and committed

to understanding the

Customer’s

circumstances and

requirements

Meeting needs – the

Supplier must provide

Services in a manner that

Post matter

Quarterly

Yearly

Customer in

relation to post

matter surveys

Panel Manager

in relation to

quarterly reports

and annual

performance

review

Panel Manager

works with the

Supplier to

achieve

compliance

Suspension or

termination of the

SOA in

accordance with

SOA Conditions

Page 35 of 47


identifies and meets the

Customer’s

circumstances and

requirements and

supports the Customer’s

policies and directions

Quality of advice – the


advice that is accurate,

succinct, easy to read

Quality of Services – the


high quality Services that

are responsive to the

question and practical

Managing costs

The Supplier must adopt

strategies to actively

manage and contain costs

Services provided

within the quote (as

amended from time to

time) as reported in the

Supplier’s monthly

report

% undisputed invoices

reported by Supplier

Post matter Customer

survey (value for

money - satisfaction

with management of

costs e.g. resource

mix)

The Supplier is required to

report monthly on:

cost of matters in relation

to a quote;

matters where cost

exceeds quotes; and

disputed invoices

Customers will answer

question in post matter

survey on value for money

Monthly in

relation to

Supplier

reports

Post matter in

relation to

value for

money

Quarterly in

relation to

Panel Manager

report

Yearly in

relation to

annual

Supplier in

relation to

monthly reports

Customer in

relation to post

matter surveys

Panel Manager

in relation to

quarterly reports

and annual

performance

review meeting

The Customer will

not pay for

amounts that

exceed the quote

unless the

Customer has

given approval for

the amended

quote

Panel Manager

works with the

Supplier to

achieve

compliance

Suspension or

Page 36 of 47


performance

review

termination of the

SOA in

accordance with

SOA Conditions

Responsiveness

The Supplier must keep the

Customer informed of the

progress of matters and

obtain sufficient instructions

to enable the Services to be

provided efficiently


Services on time

Services provided

within the agreed

timeframe (as

amended from time to

time) as reported in the

Supplier’s monthly

report

Post matter Customer

survey

(responsiveness)

Supplier reports monthly on

provision of services on

matters within agreed

timelines

Post matter survey

completed by the Customer

in relation to:

Communication - the

Supplier must keep the

Customer informed of the

progress of matters and

obtain sufficient

instructions to enable the

Services to be provided

efficiently

Timeliness – the Supplier

must provide Services on

time

Monthly in

relation to

Supplier

reports

Quarterly in

relation to

Panel Manager

quarterly report

Yearly in

relation to

annual review

meeting

Supplier in

relation to

monthly reports

Customer in

relation to post

matter surveys

Panel Manager

in relation to

quarterly reports

and annual

performance

review meeting

Panel Manager

works with the

Supplier to

achieve

compliance

Suspension or

termination of the

SOA in

accordance with

SOA Conditions

Page 37 of 47


Schedule 4 – SOA Governance

This Schedule sets out governance arrangements at the SOA level.

The Customer and Supplier may not amend this section in a Contract but may agree additional

governance requirements for a particular Contract.

1. SOA reporting requirements

The Supplier must provide the following reports:

a) Monthly reports to the Panel Manager using the headings set out in Annexure B to this schedule (or

in such other form required by the Panel Manager from time to time) within 10 Business Days of the

end of the month;

b) Ad hoc reports as requested from time to time by the Panel Manager in a form and within the

timeframe requested by the Panel Manager; and

c) Ad hoc reports on matters as requested from time to time by a Customer in a form and within the

timeframe requested by the Customer.

The Panel Manager must provide a quarterly report to Customers on panel usage and expenditure and

Supplier performance and benchmarking in relation to SOA obligations and performance measures in

Schedule 3 in the form and within the timeframe determined by the Panel Manager and the Principal.

The Panel Manager may provide reports to Panel Relationship Managers in relation to panel usage

which may include expenditure, benchmarking and other information as determined by the Panel

Manager and the Principal. The Panel Manager may introduce a technology solution to assist in the

management of the panel and the performance review process. Suppliers may be asked to assist in the

implementation of the technology solution.

2. SOA meeting requirements

The Supplier must attend the following meetings:

a) Annual review meeting with the Panel Manager;

b) Ad hoc meetings with the Panel Manager; and

c) Ad hoc meetings with Customers or Supplier Relationship Manager.

The Supplier may, in its discretion, appoint both the Panel Relationship Manager and Category

Relationship Manager to attend the meetings.

2.1. Annual review meeting with the Panel Manager

The Supplier must attend an annual review meeting with the Panel Manager to:

a) review the performance of the Supplier over the preceding SOA term year,

measured against the obligations under the SOA and the performance measures

specified in Schedule 3;

b) discuss and monitor the effectiveness of the panel arrangement and opportunities

for improvement including potential cost savings initiatives;

Page 38 of 47


c) facilitate information exchange between the Supplier, the Panel Manager and

Eligible Customers.

The Panel Manager will convene the meeting by providing at least 10 Business Days’ written

notice to the Supplier.

The Panel Manager will prepare the agenda and record the minutes of the meeting.

The Panel Manager may invite one or more Supplier Relationship Managers to attend the

annual review meeting.

2.2. Ad hoc meetings with the Panel Manager

The Supplier must attend any ad hoc meetings convened by the Panel Manager to discuss any

issue relating to the performance of the Supplier’s obligations under the SOA.

The Panel Manager will provide five Business Days’ written notice to the Supplier of the

meeting which may be held in person or by teleconference.

The Panel Manager will prepare the agenda and record the minutes of the meeting.

The Panel Manager may invite one or more Customers to attend the meeting.

2.3. Ad hoc meetings with the Customers or Supplier

Relationship Managers

The Supplier must attend ad hoc meetings convened by Customers or Supplier Relationship

Managers including:

briefing sessions conducted by Customers to understand the structure and operational

requirements of the Customer; and

periodic meetings with Customers to review matters.

The Customer will provide five Business Days’ written notice to the Supplier of the meeting

which may be held in person or by teleconference.

The Customer will prepare the agenda and record the minutes of the meeting.

3. Escalation of SOA issues

3.1. Governance framework

The governance model for the whole of government legal services panel, including roles and

responsibilities in relation to oversight of the panel arrangement, panel management,

Customers and Suppliers, is set out at Annexure A to this schedule.

3.2. Resolution of disputes

In the event of any dispute arising in relation to this SOA including an SOA Order and Contract,

the Customer and the Supplier (by its Panel Relationship Manager or Category Relationship

Manager as appropriate) will attempt to resolve the dispute by negotiation.

Page 39 of 47


If the dispute is not resolved within 10 Business Days, the dispute will be escalated to the

Panel Manager and Supplier (by its Panel Relationship Manager) to attempt to resolve the

dispute by negotiation.

If the dispute is not resolved within 30 Business Days, the Customer and Supplier may agree in

writing to refer the dispute to mediation. The costs of any mediation shall be shared equally

between the parties.

Page 40 of 47


Annexure A to Schedule 4 Governance framework

1. Governance model

The Principal is committed to establishing a governance structure that promotes continuous

improvement in the delivery of Services during the lifetime of the SOA.

The governance model for the whole of government legal services model is set out in the following

diagram.

2. Roles and responsibilities

Strategic oversight of the SOA will be provided by the Legal Services Coordination Unit within the

Department of Justice and Attorney-General (DJAG) and the Procurement Transformation Division

within the Department of Housing and Public Works (DHPW) acting collaboratively.

The Director, Legal Services Coordination Unit, DJAG will be the Panel Manager for the SOA but is

supported in that role by the Procurement Transformation Division, DHPW.

Page 41 of 47


The Panel Manager will be responsible for managing the SOA including managing relationships

with Suppliers at the SOA level. Customers and Suppliers will be responsible for the day to day

management of Contracts for Services entered into under the SOA.

An expert advisory group consisting of representatives of eligible Customers will support the Panel

Manager including by providing subject matter expertise and advice about legal requirements.

The expectation is that Suppliers, eligible Customers and the Panel Manager will engage

effectively at the strategic and operation levels and work together to continuously improve the

delivery of Services under the SOA.

Panel Manager

The Panel Manager is responsible for:

managing the SOA

managing Supplier relationships at the SOA level;

monitoring, reviewing and benchmarking Suppliers’ performance against the Supplier’s

obligations under the SOA and performance measures in Schedule 3;

receiving monthly reports from Suppliers;

receiving post matter surveys from Customers;

reporting to Customers and Suppliers in relation to the SOA including panel usage,

expenditure and performance;

convening meetings of the expert advisory group;

establishing policies and procedures for the panel;

approving the opt in of eligible Customers to the panel arrangement and maintaining and

providing to Suppliers and Customers a central list of eligible Customers and Supplier

Relationship Managers for those Customers;

managing ad hoc issues;

assisting Customers to resolve disputes with Suppliers;

identifying opportunities for continuous improvement; and

other responsibilities as identified from time to time by the Principal.

Expert advisory group

The expert advisory group is chaired by the Panel Manager and includes eligible Customer

representatives and Supplier Relationship Managers. The expert advisory group acts as an advisor

to the Panel Manager.

The expert advisory group’s responsibilities include:

providing subject matter expertise as required;

providing guidance on the legal requirements of Customers;

Page 42 of 47


providing advice on the operation of the panel;

reviewing reports on the operation and outcomes of the panel arrangement; and

identifying opportunities for continuous improvement.

Customers

The responsibilities of Customers include:

appointing suitably qualified and experienced people as Supplier Relationship Managers

and maintaining the currency of those details with the Panel Manager;

managing operational relationships with Suppliers;:

engaging Suppliers to provide Services and day to day management of Services in

accordance with Contracts;

completing post matter surveys on Supplier performance and providing results to the Panel

Manager;

applying informed purchasing principles to the engagement of Suppliers including providing

clear instructions and monitoring performance and costs; and


Suppliers

The responsibilities of Suppliers include:

appointing a Panel Relationship Manager to act as the Supplier’s key contact for the panel

arrangement;

appointing a Category Relationship Manager to act as the Supplier’s key contact for the

category;

performing legal services in accordance with this SOA and Contracts;

providing the Panel Manager with all reasonable information requested by the Panel

Manager for the purpose of determining whether the Supplier is complying with its

obligations under this SOA;

providing reports as required under the SOA;

notifying the Panel Manager and Customers of any issues that arise in relation to the

performance of its obligations under this SOA;

attending meetings as required by the Panel Manager and Customers; and


Page 43 of 47


Annexure B to Schedule 4 Reporting template

Supplier Name Self-explanatory

Supplier matter number /Customer reference number

Insert your Supplier’s unique matter number [along with the Customer’s reference number]

Matter Name Self-explanatory

Customer Name Choose from drop down list.

Category Choose from drop down list.

Key Personnel Self-explanatory

Key Personnel’s Position Self-explanatory

Customer Contact This is the person at the Customer who contacted you and is giving instructions. Correct email addresses must be provided. Contact's email address

Matter Status Open, Closed, or General File - Ongoing

Billing Method

Choose from: - Capped Fee - Fixed Fee - Quote - Hourly Rates (blended) - Hourly Rates (standard) - Retainer - Secondment - Volume Based Discount - Other

Quote (as updated from time to time) Either '[figure]'or 'Secondment'. This is for the entire matter across any length of time, not just in relation to this report

Fees Invoiced to date this month (excluding disbursements)

Excludes disbursements and GST. This is only what you have invoiced during this month alone. There should always be a figure here, as this report is for all work billed in the last month

Fees invoiced to date this month by role Insert hours billed by role

Fees Invoiced to date this month (including disbursements)

Includes disbursements and excludes GST. This is only what you have invoiced during this month alone. There should always be a figure here, as this report is for all work billed in the last month

Was invoice in accordance with quote? Insert yes/no.

Was a dispute raised with respect to the invoice rendered?

Insert yes/no.

Total Invoiced to Date for entire matter (excluding disbursements)

This figure is for the entire matter across any length of time. It excludes disbursements and GST.

Total Invoiced to Date for entire matter (including disbursements)

This figure is for the entire matter across any length of time. It includes disbursements and excludes GST.

Page 44 of 47


Schedule 5 – SOA Order Form

A Contract is created when the Supplier and Customer agree the commercial details relevant to the

Contract using the SOA Order, in accordance with this Schedule 5. This Schedule contains the process

for Customers placing an SOA Order and an example of an SOA Order that the Supplier and Customer

might use. The SOA Order is part of the Contract.

The details identified below are the only details that the Supplier and Customer can change as part of

the Contract. The details in an SOA Order relate only to the particular Contract for which they are

agreed. Nothing in an SOA Order can modify the SOA Details or affect any other Contracts that may be

agreed under the same SOA. The Customer will complete and submit the SOA Order.

Process for Customers placing an SOA Order

A Customer wishing to engage a Supplier to perform the Services must complete Part A of the

SOA Order below and email it to the Supplier. The Supplier must complete the information specified

in Part B of the SOA Order below, and email it to the Customer. If the form of SOA Order set out

below is not used, an equivalent form containing the relevant details may be used by a Customer.

The suggested steps in creating a Contract are set out below:

1. Step 1

Customer and Supplier confirm Supplier’s capacity including availability of relevant Key

Personnel.

2. Step 2

Supplier completes Conflict of Interest check in accordance with Schedule 1 of the SOA.

3. Step 3

Customer and Supplier agree initial quote.

4. Step 4

Customer completes Part A of the SOA Order below (or equivalent form).

5. Step 5

Supplier completes Part B of the SOA Order below (or equivalent form).

6. Step 6

Amendments to the Contract are made in writing in accordance with the General Contract

Conditions.

If the Services are required to be performed urgently, so that it is impractical for the Customer and

the Supplier to fully complete the SOA Order before commencing the Services, the SOA Order

must be completed as soon as reasonably practicable after commencing the Services. The

Supplier must still confirm to the Customer that it has no actual, potential or perceived Conflict of

Interest in providing the Services on an urgent basis.

The Customer may in any SOA Order, nominate specific Key Personnel to provide or supervise the

delivery of the Services.

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The Principal may vary the SOA Order form during the term of the SOA, including moving to a

technology solution.

Example SOA Order form

SOA ORDER FORM

PART A: CUSTOMER TO COMPLETE

Matter Name:

Customer Reference:

Date

Category

Supplier

Nominated Key Personnel (if required)

Customer details

Name: [insert]

ABN or ACN: [insert]

Street address: [insert]

Postal address: [insert]

Contact person: [insert]

Position: [insert]

Email: [insert]

Telephone: [insert]

All notices and other communications relating to the

Contract are to be sent to the Customer at the details set

out in this item, or any updated details that the Customer

provides to the Supplier in writing.

Supplier Relationship Manager Name: [insert]

Position: [insert]

Email: [insert]

Telephone: [insert]

Customer Requirements [Customer to insert details of their order / requirements

for the Services. The Customer may prefer to attach a

separate scope of work if necessary, e.g. if there are a

number of deliverables required or detailed instructions

are required]

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Timeline for services Service period:

Key Milestones:

Contract governance requirements [Specify here any specific governance requirements that

the Customer has of the Supplier (e.g. providing

additional reports to the Customer, attending meetings

with the Customer, escalation process for issues relating

to the Contract with the Customer, or any other

requirements for ‘relationship management’. Customers

should not duplicate governance which is being provided

at the SOA level.]

Additional Information

PART B: SUPPLIER TO COMPLETE

Scope of work and

proposed

management

approach to the matter

Key Personnel

Name: Position Title: Phone: Email: Role / key obligations: Level of involvement:

Other personnel Name: Position Title: Phone: Email: Role / key obligations: Level of involvement:

Price

[Supplier should insert details of how it will price the matter. Initially this

should be in a form of a quote and clearly set out how the quote was

arrived at. Innovative fee arrangements are encouraged where

appropriate. Alternatively, the Supplier may suggest using the maximum

hourly rates set out in the SOA in order to provide a quote.]

Assumptions

Conflicts of interest The Supplier has made diligent inquiry whether [name of Supplier]

has any actual, potential or perceived Conflict of Interest if [name of

Supplier] were to provide the Services described in this SOA Order

and has disclosed any actual, potential or perceived Conflict of

Interest below.

Disclose any and all actual, potential or perceived Conflicts of Interest:

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Additional information [Suppliers may include any other additional information relevant to

providing the Services requested in Part A]