3 Terms and Conditions

3.1 Term of Agreement

3.1.1 This Agreement will continue until either party serves notice of termination.

3.2 Sub-contracting

3.2.1 The Participating Agency will not assign, transfer or sub-contract this Agreement, or any part of this Agreement, without the express permission of the S.E.E. Steering Group, and on such terms and conditions required by the S.E.E. Steering Group.

3.3 Amendments

3.3.1 No variation to this Agreement shall be of any effect unless it is in writing and signed by both parties.

3.4 Termination

3.4.1 Either party may terminate this Agreement so long as the appropriate periods of notice are given.

3.5 Costs

Philosophy underpinning costs

3.5.1 Costs will be reduced to a practical minimum wherever possible. Costs will generally be borne by the Participating Agency, or the party that stands to gain from the process.

3.5.2 There is a strong expectation that a Participating Agency will be generous with its time, where there is a benefit for Participating Agencies generally. In such an instance, a Participating Agency may choose to absorb a level of costs that they might not otherwise accept.

Costs borne by Participating Agencies

3.5.3 The Participating Agency will bear all direct costs associated with S.E.E. Mail. The S.E.E. Steering Group, S.E.E. Working Groups, Lead Agency or S.E.E. Manager will under no circumstances be liable for any costs incurred by a Participating Agency.

3.6 Notices

3.6.1 The following periods of notice will apply:

3.6.2 The S.E.E. Steering Group will give the Participating Agency

• fourteen (14) days notice of mediation

• two months notice to remedy an agreement breach, before immediate termination of the Agreement

• three months notice of changes or variations to the Agreement

• six months notice of termination of the Agreement.

3.6.3 The Participating Agency will give the S.E.E. Steering Group

• fourteen (14) days notice of mediation

• two months notice to remedy an agreement breach, before immediate termination of the Agreement

• six months notice of their intention to withdraw from the Agreement.

3.6.4 The notice period for breach of the Agreement includes resolution of any dispute about the breach and whether it has in fact been remedied.

3.6.5 The Participating Agency will give notice by e-mail, to the S.E.E. Steering Group. The period of notice will commence from the time of acceptance of that notice by the S.E.E. Steering Group. Acceptance will be notified by return e-mail to the person(s) who is authorised by the Participating Agency to act on behalf of their organisation for the purposes of the Agreement.

3.6.6 The S.E.E. Steering Group will give notice by e-mail to the person(s) who is authorised by the Participating Agency to act on behalf of their organisation for the purposes of the Agreement. The period of notice will commence at the time of dispatch of the e-mail.

3.7 Dispute Resolution - Escalation, Arbitration

Principles

3.7.1 The parties shall continue to perform their obligations as far as possible as if no dispute had arisen pending the final settlement of any matter referred to mediation or arbitration.

3.7.2 The parties agree to use their best efforts to resolve any dispute that may arise through good faith negotiations.

3.7.3 Operational issues will be resolved at a local level wherever possible.

3.7.4 The parties acknowledge their desire that any irreconcilable dispute or difference shall be resolved by mediation involving the Chief Executive of the Participating Agency and the S.E.E. Steering Group. This is without prejudice to any other right or entitlement that they may have.

3.7.5 The rules governing any mediation shall be agreed between the Parties. The Parties agree to the assistance of LEADR (Lawyers involved in Alternative Dispute Resolution) to set the terms of reference for any such mediation and/or to procure mediation at equal cost to the parties or on such other terms as the Parties agree.

Process

3.7.6 If an irreconcilable dispute or difference arises between the Participating Agency and the S.E.E. Manager either party may seek request that the dispute be submitted for mediation within 14 days by way of written notice by one party to the other.

3.7.7 If an irreconcilable dispute or difference is not submitted for mediation within 14 days of written notice by one party to the other, or resolved by mediation, either party may provide appropriate notice of termination of the Agreement.

3.8 Relationship Management

3.8.1 The S.E.E. Steering Group will assign a representative (the S.E.E. Manager) with the responsibility for dealing with the Participating Agency on operational matters.

3.8.2 The Participating Agency must assign a corresponding representative.

3.9 Membership Requirements

3.9.1 Ensure in-house procedures are in place for handling IN CONFIDENCE and SENSITIVE information, consistent with the Security In Government Department's manual (SIGD), http://www.security.govt.nz/sigd/

3.9.2 The Participating Agency will perform and pass interim site certification

3.9.3 The Participating Agency will perform and pass full site certification

3.9.4 The Participating Agency will ensure continual compliance to the S.E.E. Mail certification standards, upgrading where necessary, at its own cost.

3.9.5 The Participating Agency will participate on the S.E.E. Mail Working Group.

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