Contract for the Provision of Artistic Services

This contract is for the provision of artistic services between the Commonwealth of Australia and the artist. It includes details about the project, payment, insurance, and termination. Download now from Desklib!

CONTRACT FOR THE
PROVISION OF
ARTISTIC SERVICES
Between
The Commonwealth of Australia as represented by the Department
of Parliamentary Services
ABN 52 997 141 147
And
[Bettina Fauvel Ogden]
[223 456 331 92]
1

CONTRACT FOR THE PROVISION OF ARTISTIC SERVICES
Date
This Agreement is dated [14 March].
Parties
This Agreement is made between and binds the following parties:
1. The Commonwealth of Australia as represented by the Department of
Parliamentary Services (the Commonwealth)
2. [Bettina Fauvel Ogden] [223 456 331 92]
(the Artist)
Context
This Agreement is made in the following context:
A. The Commonwealth seeks to commission a Portrait of the Subject for inclusion in
the Historic Memorials Collection.
B. The Artist has offered to create the Portrait on the terms set out in this Contract.
C. The Commonwealth has agreed to accept the offer by the Artist on the terms set
out in this Contract.
2

Contract Particulars 6
Conditions of Contract 8
1. Definitions and Interpretation 8
1.1. Definitions 8
1.2. Interpretation11
2. Provision of the Artistic Services 11
2.1. Services 11
2.2. Standard of Artistic Services 11
2.3. Limit of Authority 12
2.4. Notice of Matters Impacting Upon Artistic Services 12
2.5. Report 12
2.6. Title and Risk 12
3. Provision of Information and Assistance 12
3.1. Obligations of DPS 12
3.2. Additional Information 13
4. Intellectual Property 13
4.1. Contract Material 13
4.2. Licence of Existing Material 14
4.3. Artist’s Obligations in Relation to Contract Material 14
4.4. Artist’s Warranty 14
4.5. Indemnity 14
4.6. Moral Rights 14
5. Confidentiality 15
5.1. Non-Disclosure 15
5.2. Artist’s Confidentiality 15
6. Privacy 16
7. Personnel 17
7.1. Project Officer 17
7.2. Employees and Subcontractors 17
8. Payment 17
8.1. Payment of Instalments 17
8.2. Reimbursement of Agreed Expenses 18
8.3. Invoices 18
8.4. Payment 18
8.5. Prices and Reimbursements All-Inclusive 18
9. Insurance and Indemnity 19
9.1. Public and General Liability Insurance 19
9.2. Workers’ Compensation Insurance 19
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9.3. Professional Indemnity Insurance 20
9.4. Maintenance of Insurance Policies 20
9.5. Claims Against Insurance Policies 20
9.6. Inspection of Policies by DPS20
9.7. Indemnity 20
10. Work Health and Safety 21
11. Dispute Resolution 22
11.1. Dispute Notice 22
11.2. Representatives to Meet 22
11.3. Reference to Expert 22
11.4. Expert Appraisal 22
11.5. Independent Expert 22
11.6. Determination 23
11.7. Costs of Appraisal 23
11.8. Arbitration 23
11.9. Condition Precedent 24
11.10.Continued Performance 24
11.11.Clause Survives Termination 24
12. Termination 24
12.1. Termination by DPS 24
12.2. Termination for Fault 25
12.3. Termination Not to Affect Rights 25
12.4. Procedure Upon Termination 25
13. Statutory Requirements 25
14. Security 26
15. General 26
15.1. Entire Agreement 26
15.2. Conflict of Interest 26
15.3. Access to the Artist’s Premises 27
15.4. Waiver 27
15.5. Costs 27
15.6. Notices 27
15.7. Deemed Service 28
15.8. Assignment 28
15.9. Governing Laws 28
15.10.GST 29
15.11.Precedence of Documents 29
15.12.Survival 29
Execution Page 30
Schedule 1 Statement of Requirements 32
1. Portrait for Historic Memorials Collection 32
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2. Submission and approval process - Sketch 33
3. Submission and approval process - Portrait 34
4. Consultation by DPS with others 35
5

Operative Provisions
The parties to this Agreement agree as follows:
Contract Particulars
No Particular Detail
1
Commonwealth
Details
Department of Parliamentary Services
Parliament House
CANBERRA ACT 2600
2
Artist Details [Bettina Fauvel Ogden and My registered address is 221B The
Esplanade, St Kilda VIC 3182]
3 Contract
Commencement
Date
[1 May]
4 Subject Artistic Services related to the portrait of [insert procurement
of the portrait of prime minister]
6 Insurance
Public liability insurance for an insured amount of [$ 1 million
per occurrence and not less than [$5 million] in aggregate
Professional indemnity for an insured amount of [$ 1 million ]
per occurrence and not less than [$5 million] in aggregate.
Workers compensation as required by law
7 Address for notices
Project Officer:
[Jacqueline von Muppet]
Parliament House
PO Box 6000
CANBERRA ACT 2600
Artist:
[Bettina Fauvel Ogden]
[egistered address is 221B The Esplanade, St Kilda VIC
3182]
[[e-mail]]
6

8
Date for First
Submission of the
Sketch
[1 May]
9
Date for First
Submission of the
Portrait
[1 June]
10 Date for Submission
of framed final
Portrait
[1 September]
11
Payment
Instalments:
Payment Instalment 1: $ <insert amount> (incl. GST)/
<$30,000> (excl. GST)
Payment Instalment 2: $ <insert amount> (incl. GST/ )/
<$30,000> (excl. GST)
Payment Instalment 3: $ <insert amount> (incl. GST) )/
<$50,000> (excl. GST)
12 Rates for the Artist's
travel and
accommodation
costs:
In accordance with Government non-SES rates standard
rates for your airfare and accommodation
7

Conditions of Contract
1. Definitions and Interpretation
1.1. Definitions
1.1.1. Unless the context indicates otherwise, when used in this Contract each word or
phrase defined in this clause 1 has the meaning given to it in this clause 1:
"Artistic Services" means all work that is required to be carried out to enable the
completion of the Portrait in accordance with this Contract.
“Artist’s Personnel” means any one or combination of the following of the Artist
as applicable to the circumstances:
a. employees;
b. officers;
c. agents; and
d. Subcontractors.
"Artist's Representative" means the person who will represent the Artist in
relation to the resolution of any disputes under clause 11, being:
()a the person (if any) nominated by the Artist within five (5) Business Days of
a request by DPS; or
()b absent any nomination, the Artist.
"Business Day" means each day except:
()a Saturdays or Sundays; and
()b public holidays observed by the Australian Public Service in the Australian
Capital Territory.
"Claim" includes any claim, action, proceeding, damage, loss, expense, cost
(including the cost of any settlement and legal costs and expenses on a solicitor
and own client basis), compensation, or liability, however arising and whether
present, unascertained, immediate, future, or contingent.
"Commonwealth" means the Commonwealth of Australia, and includes DPS.
"Commonwealth Confidential Information" means information of the
Commonwealth that:
()a is, by its nature, confidential;
()b is designated by DPS as confidential;
()c the Artist knows, or ought to know, is confidential;
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but does not include information, to the extent that:
()d by law, it is required to be disclosed to either the public, or in a public
forum; or
()e it is, or becomes, public knowledge other than by:
i. a breach of any undertaking by the Artist; or
ii. any other unlawful means.
"Contract" means this Contract for the Provision of Artistic Services, including all
of its component parts.
"Contract Material" means all material brought into existence or created either
by, or on behalf of, the Artist under this Contract or in contemplation of this
Contract (but before its commencement), including all sketches made,
photographs taken, the Sketch, the Portrait and any other Material created as
part of the Artistic Services.
"DPS" means the Department of Parliamentary Services, a Commonwealth
parliamentary department, having authority to represent, and act on behalf of, the
Commonwealth in relation to this Contract.
"DPS Representative" means the person who will represent DPS in relation to
the resolution of any disputes under clause 11, as advised to the Artist by the
Project Officer.
"Existing Material" means any Material in existence prior to the Contract Date
which is not owned by DPS and either:
()a is used in the performance of the Artistic Services; or
()b otherwise becomes comprised in Contract Material.
"GST" has the meaning given to that term by the GST law.
"GST law" has the meaning given to that term by the A New Tax System (Goods
and Services Tax) Act 1999.
“Independent Expert” means a person agreed between DPS and the Artist or,
failing agreement within 14 days of the commencement of negotiations to identify
a person, a person appointed by the President for the time being of the Institute
of Arbitrators and Mediators Australia at the request of either party.
"Intellectual Property" includes:
()a all copyright (including rights in relation to phonograms and broadcasts);
()b all rights in relation to inventions, plant varieties, trademarks (including
service marks), designs and circuit layouts; and
()c all other rights resulting from intellectual activity in the industrial, scientific,
literary or artistic fields,
but does not include:
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()d Moral Rights.
"Material" includes sketches, working drawings, portraits, paintings, photographs
and notes (stored by any means).
"Moral Rights" means the following non-proprietary rights of authors of copyright
Material:
()a the right of attribution of authorship;
()b the right of integrity of authorship; and
()c the right not to have authorship falsely attributed.
"Parliament House Site Book" means the publication produced by DPS (as
amended from time to time) setting out the requirements of DPS for persons
having access to Parliament House including those relating to:
()a conditions of access;
()b working procedures;
()c conduct;
()d emergency evacuation procedures;
()e incident notification and reporting; and
()f an electronic copy of which is available at www.aph.gov.au.
"Personal Information" has the meaning given to that term by the
Privacy Act 1988.
"Portrait" means the portrait of the Subject to be painted by the Artist.
"Project Officer" means the person specified in the Contract Particulars, or such
other person as nominated, from time to time, by DPS.
"Security Procedures" means all laws, regulations, policies, and other
procedures of the Commonwealth relating to security, confidentiality, access to
Commonwealth premises, and information and protection of Commonwealth
property, and includes the requirements set out in the Parliament House Site
Book and the Commonwealth Protective Security Policy Framework.
“Sketch” means the sketch to be produced by the Artist described in the
Statement of Requirements.
"Statement of Requirement" means the content of Schedule 1 of this Contract.
"Subcontractor" means any party engaged by the Artist to either carry out any
work, or do any other thing, in relation to the provision of the Artistic Services.
"Taxable Supply" has the meaning given to that term by the GST law.
10

"Tax Invoice" has the meaning given to that term by the GST law.
“WHS Legislation” means:
()g the Work Health and Safety Act 2011 (Cth) and the Work Health and Safety
Regulations 2011 (Cth); and
()h any relevant corresponding WHS law as defined in section 4 of the Work
Health and Safety Act 2011 (Cth).
1.2. Interpretation
1.2.1. In this Contract:
a. headings are for convenience only and do not affect interpretation;
and, unless the context indicates a contrary intention:
b. words denoting the singular include the plural and vice versa;
c. a reference to "person" includes individuals, firms, companies, associations
(incorporated and not incorporated), and other entities;
d. references to clauses include references to subclauses and paragraphs of
those clauses;
e. references to any party to this Contract include its successors and permitted
assigns;
f. words denoting any gender include all genders;
g. reference to any legislation, or legislative provision, includes any statutory
modification, substitution or re-enactment of that legislation or legislative
provision; and
h. no rule of construction applies to the disadvantage of a party on the basis
that the party puts forward this Contract or any part of it.
2. Provision of the Artistic Services
2.1. Services
2.1.1. The Artist must provide the Artistic Services in accordance with the Statement of
Requirement and the terms and conditions of this Contract.
2.2. Standard of Artistic Services
2.2.1. In providing the Artistic Services the Artist must:
a. exercise a standard of skill, care, and diligence that would be expected of an
expert professional provider of artistic services;
b. exercise the utmost good faith in the best interests of the Commonwealth;
c. keep DPS fully and regularly informed about all matters either affecting, or
relating to, the provision of the Artistic Services; and
d. comply with all reasonable directions given by the Project Officer.
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2.3. Limit of Authority
2.3.1. The Artist is authorised by DPS only to perform the obligations and activities
expressly set out and implied in this Contract.
2.3.2. Unless expressly authorised, the Artist has no authority to, and must not:
a. enter into any contracts, or other legal arrangements in either the name, or
on behalf, of the Commonwealth; or
b. take any act, or step, to either bind or commit the Commonwealth in any
manner.
2.3.3. The Artist is an independent party and is not, and must not purport to be, a
partner, representative, agent or employee of the Commonwealth.
2.4. Notice of Matters Impacting Upon Artistic Services
2.4.1. If the Artist becomes aware of any matter which:
a. is either likely to change, or which has changed, the performance by the
Artist of their obligations under this Contract;
b. either affects, or may affect, the provision of the Artistic Services; or
c. involves any error, omission, or defect, in the Statement of Requirement
the Artist must promptly give written notice of that matter to DPS containing:
d. particulars of the change, effect, error, omission, or defect;
e. its likely impact; and
f. the Artist's recommendation as to how to minimise its impact upon the
provision of the Artistic Services.
2.5. Report
2.5.1. The Artist must, at the request of DPS, submit a written report to DPS in a form,
and covering such matters in respect of the performance of the Artist’s
obligations under this Contract, as may be reasonably required by DPS.
2.5.2. The Artist must promptly and fully respond to any enquiries which DPS makes in
relation to that report.
2.6. Title and Risk
2.6.1. Title to the Contract Material will pass to DPS upon its creation.
2.6.2. The risk of loss and damage to the Contract Material will remain with the Artist,
and only passes to DPS upon delivery and acceptance of the Contract Material
by DPS.
3. Provision of Information and Assistance
3.1. Obligations of DPS
3.1.1. DPS shall, as soon as practicable:
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a. make available to the Artist, all information relating to DPS’s requirements for
the provision of the Artistic Services;
b. use its best endeavours to arrange for sittings by the Subject to enable the
Artist to prepare and produce the Sketch and the Portrait; and
c. provide such other reasonable assistance to enable the Artist to perform their
obligations under this Contract.
3.2. Additional Information
3.2.1. If the Artist considers that any information is required to enable them to perform
their obligations under this Contract, and that information is not provided by DPS,
then:
a. the Artist must give notice in writing to DPS of the details of the information
and the reason why it is required; and
b. if DPS, acting reasonably, agrees that the information is required by the
Artist, DPS shall use its best endeavours to arrange the provision of the
required information.
4. Intellectual Property
4.1. Contract Material
Option A: To be included when IP in all Contract Material (including the Portrait) is to
be owned by the Commonwealth
Note to Drafters: This Option A should always be the first option presented to an Artist (with
Option B removed). Option B should only be considered and included where the
Artist has rejected the proposition of the Commonwealth owning all IP.
4.1.1. Intellectual Property rights in all Contract Material will, upon its creation, vest in
the Commonwealth.
It was admitted by artist to provide full ownership to commonwealth. This clears out the
aspect of holding in total IPR rights in relation to that painting.
4.1.2. Nothing in this Contract affects the Intellectual Property rights in any Existing
Material.
It will be ensured that nothing is present in contract that impacts the right of commonwealth
in negative manner.
4.2. Licence of Existing Material
4.2.1. If any Existing Material is contained or embodied in any Contract Material, the
Artist either grants, or (if the Artist has insufficient rights to grant) must procure
the owner to grant on the best available commercial terms, to DPS a worldwide,
perpetual, irrevocable, royalty-free, non-exclusive, licence (including the right to
sub-licence) to use, reproduce, modify, adapt, publish, and communicate to the
public, that Existing Material for the purposes of the Commonwealth.
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4.3. Artist’s Obligations in Relation to Contract Material
4.3.1. The Artist must:
a. execute all documents, and do all acts and things required by DPS, to give
effect to the rights of DPS under clauses 4.1 and 4.2; and
b. within six months of the final Portrait being accepted by DPS, or immediately
if the Contract is terminated prior to such acceptance (whichever occurs
first), deliver all Contract Material, including any Existing Material either
contained, or embodied, in the Contract Material, to DPS.
4.3.2. The Artist must not either disclose, or in any other way make available to the
public, any Contract Material prior to delivering it to DPS.
4.4. Artist’s Warranty
4.4.1. The Artist warrants that the exercise by DPS of its rights under this Contract or its
use of the Contract Material will not infringe the Intellectual Property rights of any
person.
4.5. Indemnity
4.5.1. In addition to any other indemnity under this Contract, the Artist fully indemnifies
the Commonwealth against any Claim brought by any person in respect of either
any infringement (including unauthorised acts which would, but for the operation
of section 183 of the Copyright Act 1968, constitute an infringement), or alleged
infringement, of that person's Intellectual Property rights in connection with the
exercise by the Commonwealth of its rights either pursuant to, or resulting from,
this Contract.
4.6. Moral Rights
4.6.1. The Artist:
a. unconditionally and irrevocably consents to any acts and omissions (other
than false attribution of authorship) by, and on behalf of, DPS and any
licensee in the Works, relating to any of the following types of activities:
i. reproduction of the Portrait;
ii. publication of the Portrait;
iii. communication of the Portrait to the public; and
iv. adaptation of the Portrait,
which, but for this consent, may otherwise infringe the Artist's Moral Rights in
the Portrait; and
b. warrants that the consent in this clause 4.6 is genuinely given and has not
been given because of any threat, promise, or inducement, or other
representation, whether written or oral, made either by or on behalf of DPS.
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5. Confidentiality
5.1. Non-Disclosure
5.1.1. Subject to clause 5.1.2, the Artist must not at any time, without the express
written permission of the Project Officer either disclose, or otherwise in any way
make public, and must not allow any other person to either disclose or make
public, any information concerning any of the following (collectively referred to as
Information):
a. this Contract (including any portion of this Contract);
b. the Artistic Services; or
c. Contract Materials.
5.1.2. Subject to clause 5.1.3, the Artist may disclose the Information only to those
persons necessary to enable the Artist to provide the Artistic Services, and only
to the extent necessary to enable the Artist to provide the Artistic Services.
5.1.3. Prior to disclosing any Information in accordance with clause 5.1.2, the Artist
must first require those persons to whom the Artist intends to disclose the
Information to execute a deed, substantially in the form contained in Schedule 2
to this Contract, and provide a copy of that executed deed to DPS.
5.1.4. If any person, including any media organisation, seeks information from the Artist
concerning the Information, the Artist must:
a. refer that person to DPS, and not make any further communication with that
person in relation to the Information; and
b. inform the Project Officer of the person’s request as soon as possible.
5.1.5. If the Artist breaches any part of this clause 5.1 in any way (including
unintentional breaches), DPS may, in its sole and absolute discretion,
immediately terminate this Contract, this clause 5.1 being of the essence of this
Contract.
5.1.6. If DPS terminates this Contract in accordance with clause 5.1.5, the
Commonwealth will not be liable to make any further payment to the Artist other
that those payments already made at the time of the termination, and the Artist
must comply with clause 12.4.
5.1.7. The Artist must not, without the prior written consent of DPS, either disclose, or
otherwise make public, any Commonwealth Confidential Information.
5.1.8. This clause 5.1 survives any expiration or termination of this Contract.
5.2. Artist’s Confidentiality
5.2.1. If the Artist believes that the disclosure of any information provided to DPS in
relation to this Contract might affect either the Artist’s personal privacy, or their
business affairs:
a. the Artist may, at the time of providing that information, give notice to DPS:
i. requesting the information to be treated as confidential; and
15

ii. specifying the justification for treating that information as confidential;
and
b. subject to this clause 5.2.1, and so far as its obligations under the law and
policy permit, DPS will give effect to the Artist’s request.
5.2.2. The Artist acknowledges and consents to DPS disclosing any information
provided by the Artist, whether confidential or not, if:
a. that disclosure is required under either legislation or by law;
b. that disclosure is required to meet DPS’s reporting or accountability
requirements the Presiding Officers or the Commonwealth Parliament
(including parliamentary committees);
c. the information either is, or becomes public knowledge, other than by either
breach of confidentiality, or other unlawful means;
d. the disclosure is to DPS’s contractors, advisers, or agents, and, if the
information is confidential, those persons are also under an obligation to
keep it confidential; or
e. the disclosure:
i. has been consented to by the Artist; or
ii. is reasonably necessary to enable DPS to either exercise its rights, or
perform its obligations, under this Contract.
6. Privacy
6.1.1. The Artist agrees, in providing the Artistic Services:
a. not to do any act or engage in any practice which, if done or engaged in by a
Commonwealth agency, would be a breach of an Australian Privacy Principle
under the Privacy Act 1988; and
b. to comply with any directions, guidelines, determinations or
recommendations given by DPS, to the extent that they are consistent with
the obligations referred to in subclause a above; and
c. to ensure that each of the Artist’s Personnel who obtain access to any
Personal Information in connection with this Contract is made aware of, and
undertakes in writing, to observe the Australian Privacy Principles and other
obligations referred to in this clause 6.
6.1.2. The Artist agrees to notify the Project Officer immediately if it becomes aware of
a breach or possible breach of any of its obligations under this clause 6.
6.1.3. This clause 6 survives the expiration or termination of this Contract.
7. Personnel
7.1. Project Officer
7.1.1. DPS:
a. has appointed the Project Officer as the person to act as its representative in
relation to this Contract;
16

b. may, from time to time, nominate another person to act as the Project
Officer; and
c. confirms that the Project Officer is authorised to act for and on behalf of DPS
for all purposes in connection with this Contract.
7.2. Employees and Subcontractors
7.2.1. The Artist must ensure that any Artist’s Personnel engaged by the Artist in
connection with this Contract:
a. are qualified, experienced, and competent; and
b. do not perform any work until they have been approved by DPS.
7.2.2. Except as otherwise agreed by DPS, the Artist must ensure that all subcontracts
relating to the performance of their obligations under this Contract:
a. include provisions substantially in accordance with the clauses of this
Contract; and
b. reserves such rights to DPS as are secured to DPS under this Contract.
7.2.3. Any approval to subcontract given by DPS will not relieve the Artist from any of
their liabilities and obligations under this Contract.
7.2.4. Notwithstanding any approval to subcontract, the Artist will be liable to DPS for
the acts and omissions of any Subcontractor, and any, employee, or agent of the
Subcontractor, as fully as if they were the acts and omissions of the Artist.
7.2.5. Neither the Artist, nor the Artist’s Personnel, or other persons engaged by the
Artist in relation to the performance of the Artist’s obligations under this Contract
will, by virtue of either this Contract or the performance of those obligations,
become an employee, of DPS for any purpose.
8. Payment
8.1. Payment of Instalments
8.1.1. Subject to compliance by the Artist with the terms and conditions of this Contract,
DPS shall pay to the Artist the following fees:
a. upon executing this Contract, Payment Instalment 1
b. upon acceptance of the Sketch by DPS, Payment Instalment 2; and
c. upon the final Portrait being accepted by DPS and DPS receiving all
remaining Contract Material in accordance with clause b, Payment
Instalment 3.
8.2. Reimbursement of Agreed Expenses
8.2.1. DPS shall pay to the Artist any reasonable out-of-pocket expenses (including the
Artist's travel and accommodation costs for sitting sessions and transport of
either the Sketch, or the Portrait, or both the Sketch and the Portrait, in
accordance with the directions of the Project Officer) incurred by the Artist, upon
the Artist quantifying those out-of-pocket expenses to the Project Officer’s
17

reasonable satisfaction, and in accordance with the terms and conditions of a
prior written approval by the Project Officer.
8.2.2. The rates paid for the Artist's travel and accommodation costs will be as specified
in the Contract Particulars or, if not specified in the Contract Particulars, as
determined by the Project Officer in any written approval given under clause
8.2.1.
8.3. Invoices
8.3.1. The Artist must submit to DPS invoices for payments due under this Contract.
8.3.2. All invoices for payment of fees and reimbursements under this clause 8 must:
a. if GST is payable, be in the form of a Tax Invoice; and
b. include:
i. the purchase order number, as advised by DPS;
ii. the DPS Contract number;
iii. the name of the Project Officer;
iv. specific details of the amount due and the relevant provision of this
Contract under which it is payable;
v. if it is a reimbursement of out-of-pocket expenses, specify evidence of
compliance with the terms and conditions of any approval given by the
Project Officer; and
vi. such other details as the Project Officer may, from time to time,
reasonably require, ensuring a proper acquittal of the payment claimed.
8.4. Payment
8.4.1. DPS shall, within 30 days of receipt of a correctly rendered invoice, pay the Artist
the amount then due to the Artist as approved by DPS.
8.5. Payment of simple interest
8.5.1. This clause 8.5 only applies where the:
a. value of this Contract is not more than $1 million (GST inclusive); and/or
b. amount of the interest payable exceeds $10.00.
8.5.2. For payments made by DPS more than 30 days after the amount became due
and payable, DPS must pay the interest accrued on the payment.
8.5.3. Interest payable under this clause 8.5 will be simple interest on the unpaid
amount at the General Interest Charge Rate, calculated in respect of each day
from the day after the amount was due and payable, up to and including the day
that DPS effects payment as represented by the following formula:
SI = UA x GIC x D,
where:
SI = simple interest amount;
UA = the unpaid amount;
GIC = General Interest Charge daily rate; and
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D = the number of days from the day after payment was due up to
and including the day that payment is made.
8.5.4. In this clause 8.5:
a. ‘General Interest Charge Rate’ means the general interest charge rate
determined under section 8AAD of the Taxation Administration Act 1953
(Cth) on the day payment is due, expressed as a decimal rate per day.
b. ‘The day that payment is made’ is the day when DPS’s system generates a
payment request into the banking system for payment to the Contractor.
8.5.5. For the purposes of clauses 8.3 and 8.4, an invoice is correctly rendered if:
a. it is correctly addressed and calculated in accordance with this Contract;
b. it relates only to Services that have been delivered to DPS in accordance
with this Contract; and
c. it is a valid tax invoice in accordance with A New Tax System (Goods and
Services Tax) Act 1999 (Cth).
8.6. Prices and Reimbursements All-Inclusive
8.6.1. Unless otherwise agreed by DPS, the fees payable under this Contract include
the cost of providing all work, materials, and equipment, necessary for the Artist
to provide the Artistic Services in accordance with this Contract.
9. Insurance and Indemnity
9.1. Public and General Liability Insurance
9.1.1. For so long as any obligations remain in connection with this Contract, the Artist,
at their own cost, must effect and have in place a public and general liability
insurance policy:
a. covering all loss and damage from risks, arising out of any act, omission, or
negligence, of either the Artist, or the Artist’s Personnel;
b. for a sum not less than that specified in the Contract Particulars; and
c. otherwise upon terms and conditions approved by DPS.
9.2. Workers’ Compensation Insurance
9.2.1. The Artist must, at their own cost, insure their liability as required under any
applicable workers' compensation laws in relation to their employees engaged in
the performance of any activities in connection with this Contract.
9.3. Professional Indemnity Insurance
9.3.1. The Artist must effect and maintain professional indemnity insurance with a limit
of indemnity of not less than the amount specified in the Contract Particulars per
claim and in the aggregate for all claims in any 12 month policy period, and
including an automatic right of reinstatement, which covers the liability of the
Artist at general law arising from a negligent breach of duty owed in a
professional capacity, by reason of any act or omission of either the Artist, or the
Artist’s Personnel.
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9.3.2. The insurance required by clause 9.3.1 must:
a. have a definition of professional services broad enough to include all
professional services, activities, and duties to be provided and performed by
the Artist, and the Artist’s Personnel, when providing the Artistic Services;
and
b. extend to cover claims for unintended breaches of Intellectual Property
rights.
9.4. Maintenance of Insurance Policies
9.4.1. To the extent that the Artist’s insurances required by this clause 9 are in fact
written on a claims made basis (notwithstanding any requirements of this
Contract for such insurances to be written on an occurrence basis) then the Artist
shall maintain those insurances until the earlier of:
a. seven years following completion of the work under this Contract; or
b. seven years following an earlier termination of this Contract.
9.5. Claims Against Insurance Policies
9.5.1. If the Artist is eligible to make a claim against their insurance policies to cover
either some, or all, of the costs associated with either the loss, or damage, to the
Contract Material, the Artist warrants that they will submit a claim to their insurers
without delay, or otherwise within the timeframes agreed to by the Project Officer.
9.6. Inspection of Policies by DPS
9.6.1. The Artist must, at the request of DPS, provide to DPS satisfactory evidence of:
a. the policies of insurance required under this clause 9; and
b. the currency or any renewal of those policies.
9.6.2. Neither the failure of the Artist to provide evidence of insurance policies required,
nor the absence of a request from DPS for such evidence to be provided, will
relieve the Artist of their obligation to maintain the insurances required.
9.7. Indemnity
9.7.1. The Artist indemnifies the Commonwealth from and against any:
a. cost or liability incurred by the Commonwealth;
b. loss of or damage to property of the Commonwealth; or
c. loss or expense incurred by the Commonwealth in dealing with any claim
against it including legal costs and expenses on a solicitor/own client basis
and the cost of time spent, resources used or disbursements paid by the
Commonwealth,
arising from either:
d. a breach by the Artist of this Contract; or
e. an act or omission involving fault on the part of the Artist or the Artist’s
Personnel in connection with this Contract.
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9.7.2. The Artist’s liability to indemnify the Commonwealth under clause 9.7.1 will be
reduced proportionately to the extent that any act or omission involving fault on
the part of the Commonwealth contributed to the relevant cost, liability, loss,
damage or expense.
9.7.3. The right of the Commonwealth to be indemnified under this clause 9.7 is in
addition to, and not exclusive of, any other right, power or remedy provided by
law, but the Commonwealth is not entitled to be compensated in excess of the
amount of the relevant cost, liability, loss, damage or expense.
10. Work Health and Safety
10.1.1. The Artist must, and must ensure the Artist’s Personnel, in carrying out work in
connection with either this Contract or the Artistic Services, comply with:
a. all relevant legislation, codes of practice, and national standards, relating to
work health and safety, including in relation to consultation, co-operation, co-
ordination, representation, and participation;
b. all applicable policies and procedures relating to work health and safety; and
c. any direction given by DPS which DPS considers reasonably necessary to
ensure compliance with applicable legislation relating to work health and
safety.
10.1.2. The Artist must report to DPS any Notifiable Incident that involves any of the
following:
a. either the Artist, or the Artist’s Personnel, on Commonwealth premises;
b. Commonwealth personnel on either the Artist’s, or the Artist’s Personnel’s,
premises;
c. either the Artist, or the Artist’s Personnel, where the incident arises out of the
Commonwealth’s business or undertaking (including in connection with a
Commonwealth specified system of work).
10.1.3. The Artist must provide all reasonable assistance necessary to facilitate the
Commonwealth’s compliance with its obligations under the WHS Legislation in
relation to this Contract.
11. Dispute Resolution
11.1. Dispute Notice
11.1.1. If either a dispute, or difference (collectively, dispute), arises between the parties
in respect of any fact, matter, or thing, arising either out of, or in connection with,
this Contract, either party may give a notice (Dispute Notice) in writing to the
other party specifying:
a. the dispute;
b. particulars of the party's reasons for being dissatisfied; and
c. the position which the party believes is correct.
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11.2. Representatives to Meet
11.2.1. The dispute identified in the Dispute Notice is to be referred to the DPS
Representative and the Artist's Representative (collectively, Representatives)
who must:
a. within five (5) Business Days of service of a Dispute Notice, meet and
undertake genuine and good faith negotiations with a view to resolving the
dispute; and
b. if they cannot resolve the dispute, endeavour to agree upon a procedure to
resolve the dispute.
11.3. Reference to Expert
11.3.1. If the Representatives cannot either resolve, or agree upon a procedure to
resolve, the dispute within ten Business Days after the date a Dispute Notice is
given, or within such longer period of time as the Representatives may agree in
writing, the dispute is to be submitted to an expert for appraisal in accordance
with clauses 11.3 to 11.7 inclusive.
11.4. Expert Appraisal
11.4.1. The expert appraisal:
a. is to be conducted by the Independent Expert;
b. is not an arbitration so that the Independent Expert may reach a decision
from his or her own knowledge and expertise; and
c. unless otherwise agreed between the parties, must be concluded within 20
Business Days from the acceptance by the Independent Expert of his or her
appointment.
11.5. Independent Expert
11.5.1. The Independent Expert may:
a. conduct any investigation which he or she considers necessary to resolve
the dispute;
b. engage, and consult with, legal and technical advisers;
c. examine documents, and, in the presence of the Representatives, interview
witnesses and other persons;
d. without limitation, make directions for the conduct of the appraisal; and
e. make a determination (including any order as to the payment of costs of the
determination) in the manner that he or she considers suitable;
and must:
f. be appointed under an agreement with the parties containing terms
reasonably required by the Independent Expert, including:
i. a release of any liability which the Independent Expert may otherwise
incur for any act or omission, other than actual fraud, during the course
of the appraisal; and
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ii. a term that the parties will pay the Independent Expert's costs;
g. before acceptance of appointment, warrant to the parties that he or she has
no interest in the outcome of the appraisal, and no other conflict of interest;
h. give an adequate opportunity to the parties to make submissions in relation
to the dispute; and
i. not communicate with one party to the appraisal without the knowledge of
the other.
11.6. Determination
11.6.1. The determination of the Independent Expert:
a. must be in writing;
b. will be final and binding unless a party gives notice of appeal (Appeal
Notice) to the other party within five (5) Business Days of receipt of the
determination; and
c. is to be given effect to by the parties unless and until it is either reversed,
overturned, or otherwise changed, under any appeal procedure.
11.7. Costs of Appraisal
11.7.1. If the Independent Expert does not make a determination as to the payment of
the costs of a determination:
a. the parties must equally bear the costs of the Independent Expert (including
the Independent Expert's costs of engaging and consulting advisers, if any);
and
b. each party must bear its own costs and disbursements relating to the
determination.
11.8. Arbitration
11.8.1. If an Appeal Notice is given, the dispute must be determined by arbitration before
a person to be:
a. agreed between the parties; or
b. failing agreement, within 10 Business Days after the giving of an Appeal
Notice, appointed by the President for the time being of the Institute of
Arbitrators and Mediators Australia; and
the Institute of Arbitrators and Mediators Australia Arbitration Rules will apply for
the arbitration.
11.9. Condition Precedent
11.9.1. It is a condition precedent to a party’s entitlement to bring any court proceeding
(other than for urgent interlocutory relief) in respect of a dispute that the parties
have first complied with the procedures set out in clauses 11.1 to 11.8 inclusive.
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11.10. Continued Performance
11.10.1. The parties must, unless otherwise agreed, continue to perform their obligations
under this Contract despite the existence of a dispute.
11.11. Clause Survives Termination
11.11.1. Clauses 11.1 to 11.9 inclusive will survive the termination of this Contract.
12. Termination
12.1. Termination by DPS
12.1.1. Without affecting any other right of the Commonwealth under either this Contract,
or at law, or in equity, DPS may, by notice in writing to the Artist, immediately
terminate this contract if any of the following occurs:
a. DPS determines either:
i. that the Sketch is not suitable as a basis for the Portrait; or
ii. that the Portrait does not meet the Portrait Requirements; or
b. DPS determines that the Artist is incapable of completing either the Artistic
Services as a whole, or any component part of the Artistic Services.
12.1.2. In the event of termination under clause 12.1, DPS will be liable only:
a. to pay any Payment Instalment relating to Artistic Services completed before
the effective date of termination;
b. to reimburse any expenses the Artist unavoidably incurs relating entirely to
Artistic Services not covered under clause a; and
c. to pay any expenses unavoidably incurred before the effective date of
termination.
12.1.3. DPS will not be liable to pay amounts under clause 12.1.2 which would, added to
any fees already paid to the Artist under this Contract, together exceed the total
of the Payment Instalments.
12.2. Termination for Fault
12.2.1. If a party fails to satisfy any of its obligations under this Contract, then the other
party - if it considers that the failure is:
a. not capable of remedy - may, by notice, terminate the contract immediately;
or
b. capable of remedy - may, by notice require that the failure be remedied
within the time specified in the notice and, if not remedied within that time,
may terminate the contract immediately by giving a second notice.
12.2.2. DPS may also by notice terminate this Contract immediately (but without
prejudice to any prior right of action or remedy which either party has or may
have) if the Artist:
a. being a corporation - comes under one of the forms of external
administration referred to in Chapter 5 of the Corporations Act 2001 (Cth), or
24

has an order made against it for the purpose of placing it under external
administration; or
b. being an individual - becomes bankrupt or enters into a scheme of
arrangement with creditors.
12.3. Termination Not to Affect Rights
12.3.1. Any termination of this Contract will not affect any rights that have accrued to
DPS for any breach by the Artist of this Contract, including any breach in
consequence of which the termination was effected.
12.4. Procedure Upon Termination
12.4.1. Without affecting either any other rights or obligations of the parties, upon
termination of this Contract, the Artist must:
a. cooperate with DPS; and
b. immediately, deliver to DPS all Contract Material and all other information
concerning this Contract held by the Artist.
13. Statutory Requirements
13.1.1. The Artist must, in performing all of their obligations under this Contract, comply
with the requirements of all laws, ordinances, rules, codes, regulations,
requirements, and orders, of any legislation, and any local authority relating to
those obligations.
13.1.2. The Artist warrants that they is aware of the provisions and requirements of:
a. the Workplace Gender Equality Act 2012;
b. the Sex Discrimination Act 1984;
c. the Racial Discrimination Act 1975;
d. the Disability Discrimination Act 1992;
e. the WHS Legislation; and
f. the Crimes Act 1914 (and in particular section 79 of that Act),
and the Artist must:
g. comply with their obligations under that legislation;
h. ensure that all of the Artist’s Personnel, engaged in relation to the provision
of the Artistic Services, comply with their obligations under that legislation;
and
i. not either do, or omit to do, anything which would cause DPS to be in breach
of its obligations under either that legislation, or any other law applicable to
the Artist’s activities in connection with this Contract.
13.1.3. The Artist will ensure the compliance of the Artist’s Personnel with the
requirements of the Parliament House Site Book, as applicable.
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14. Security
14.1.1. The Artist must, when:
a. accessing either the Commonwealth's premises, facilities or information; and
b. performing their obligations under this Contract,
comply with all Security Procedures including:
c. obtaining security clearances and confidentiality undertakings from the
Artist’s Personnel who are likely to have access to either the
Commonwealth's premises, facilities, or information;
d. promptly reporting any breach of the Security Procedures to the Project
Officer;
e. taking all measures reasonably necessary to protect Commonwealth
Confidential Information;
f. providing reasonable assistance to, and cooperation with, DPS, the
Australian Federal Police, the Privacy Commissioner, and other authorities
nominated by DPS, in relation to the investigation of any breach of Security
Procedures; and
g. taking all other steps reasonably required to either remedy, or assist DPS in
remedying, any breach of Security Procedures.
15. General
15.1. Entire Agreement
15.1.1. This Contract constitutes the entire agreement between the parties and
supersedes all communications, negotiations, arrangements, and agreements,
either oral or written, either made, or entered into, between the parties prior to the
date of this Contract with respect to the subject matter of this Contract, and the
parties warrant that they have not relied on any such communications,
negotiations, arrangements, or agreements, in entering into this Contract.
15.2. Conflict of Interest
15.2.1. The Artist:
a. warrants that, at the Contract Date, no conflict of interest exists, and that no
contract of interest is likely to arise, in connection with the performance of
their obligations under this Contract; and
b. if, during the period that they are performing obligations under this Contract,
any such conflict of interest, or risk of conflict of interest, arises, must:
i. notify DPS immediately in writing of that conflict, or risk; and
ii. do whatever is reasonably necessary to deal with that conflict, or risk, in
a manner that will ensure that no loss or damage is suffered by DPS.
15.3. Access to the Artist’s Premises
15.3.1. Without limiting the obligations of the Artist under any other provision of this
Contract, to meet the standard requirements of the Australian National Audit
26

Office, the Artist must, at all reasonable times, in the context of work carried out
under this Contract, as and if requested:
a. facilitate access by DPS personnel, and any person authorised in writing by
DPS, to premises, occupied by either the Artist or any Subcontractor, where
any work in relation to the provision of the Artistic Services is being
undertaken; and
b. permit DPS and those persons authorised in writing by DPS to inspect all
Contract Material and all other accounts, records, documents, and
procedures, relating to the performance by the Artist of their obligations
under this Contract.
15.3.2. Whenever possible, access under this clause 15.3 will be:
a. at times reasonably convenient to both parties;
b. arranged with appropriate notice; and
c. only address matters specifically related to this Contract.
15.4. Waiver
15.4.1. Failure by the Commonwealth to enforce a provision of this Contract will not be
construed as a waiver by the Commonwealth of either any right in respect of that
provision, or any other provision of this Contract.
15.5. Costs
15.5.1. Each party must bear and pay its own costs and expenses of, and incidental to,
the preparation and execution of this Contract.
15.6. Notices
15.6.1. Any notice to be given by one party (sender) to the other (receiver) under the
provisions of this Contract must be in writing and may be given or served by any
of the following means:
a. by being delivered personally to:
i. in the case of service upon DPS, the Project Officer; and
ii. in the case of service upon the Artist, the Artist's Representative;
b. by being sent by prepaid post to the receiver’s address for service specified
in the Contract Particulars or such other address that is notified to the sender
by the receiver, from time to time;
c. by being sent by email to the receiver’s email address specified in the
Contract Particulars or some other email address that is notified to the
sender by the receiver, from time to time; or
d. by being sent by facsimile transmission to the receiver’s facsimile number
specified in the Contract Particulars or such other number that is notified to
the sender by the receiver, from time to time.
27

15.7. Deemed Service
15.7.1. A notice sent by:
a. personal delivery, will be deemed to have been delivered when received by
the receiver;
b. prepaid post, will be deemed to have been received three (3) Business Days
after it was posted;
c. email, will be deemed to have been received when the email enters the
receiver’s information system, unless the sender’s information system
receives a message within one Business Day that the email has not been
received by the receiver; and
d. facsimile transmission, will be deemed to have been received when the
transmission was completed, provided that the receiver does not, within one
Business Day of the completion of the transmission, advise the sender that
the facsimile transmission is not fully intelligible and requests a
retransmission of the document,
but with the exception of personal delivery, if the receipt, transmission, or entry
into the information system (as the case may be), is either not on a Business
Day, or is after 5.00pm (receiver’s local time) on a Business Day, the notice is
taken to be received at 9.00am (receiver’s local time) on the next Business Day.
15.8. Assignment
15.8.1. The Artist must:
a. not assign, transfer, mortgage, charge, or encumber, any right or obligation
under this Contract, without the prior written consent of DPS, which consent
DPS may give or withhold in its sole and absolute discretion; and
b. agrees that any assignment, transfer, mortgage, charge, or encumbrance,
will not operate to either release or discharge the Artist from any obligation or
liability under this Contract.
15.9. Governing Law and jurisdiction
15.9.1. This Contract is governed by and is to be construed in accordance with, the law
of the Australian Capital Territory and each party irrevocably and unconditionally
submits to the non-exclusive jurisdiction of the courts of that jurisdiction.
15.10. GST
15.10.1. Where the Commonwealth is required to reimburse the Artist for an amount the
Artist pays to a third party, the amount payable by the Commonwealth will be a
GST-exclusive amount (ie, the amount paid by the Artist less any amounts in
respect of GST included in the consideration provided to the third party), whether
or not amounts for GST are separately identified by the third party supplier to the
Artist.
15.10.2. The Artist acknowledges and agrees that other amounts that the Commonwealth
is required to pay under this Contract are calculated on a GST exclusive basis.
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15.10.3. Where the Artist becomes liable to remit any amount of GST in respect of any
Supply (as defined in GST Legislation) the Artist makes to the Commonwealth in
accordance with this Contract (GST liability), the amount otherwise payable by
the Commonwealth under this Contract will be increased by the amount of the
GST liability, or any lesser amount required by law. The increased amount will be
payable by the Commonwealth in the same manner and at the same time as
other amounts payable under this Contract.
15.10.4. Where required, the Artist must provide a Tax Invoice that may enable the
Commonwealth, if permitted by the GST law, to claim either a credit or refund, or
either a notional credit or refund, of GST.
15.10.5. There are some circumstances in which supplies relating to this Contract are not
Taxable Supplies under the GST law, for example certain Supplies may be
“exempt” (input taxed) or GST-free (subject to a zero rate). The Artist must not
charge for GST in those circumstances.
15.11. Precedence of Documents
15.11.1. If there is any inconsistency between parts of this Contract, a descending order of
precedence shall be accorded to:
a. the Conditions of Contract and Contract Particulars;
b. the Statement of Requirement;
c. any Attachments to this Contract other than the Statement of Requirement;
and
d. any document incorporated by express reference as part of this Contract,
so that the provision in the higher ranked document, to the extent of the
inconsistency, prevails.
15.12. Survival
15.12.1. Any clause that imposes obligations on; or confers rights upon, a party after
either expiration or termination of this Contract, survives that expiration or
termination.
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Execution Page
Executed as an agreement
Dated: ………14……day of March………………………….2020
Signed for and on behalf of
the Commonwealth of
Australia as represented
by the
Department of
Parliamentary Services,
ABN 52 997 141 147, by
its duly authorised officer:
in the presence of:
Signature of DPS’s authorised
officer
Full name and title of authorised
officer
Date
..............................................
Signature of Witness
..............................................
Print name of Witness
30

Signed for and on
behalf of [Bettina Fauvel
Ogden ]
as a sole trader/in
accordance with
section 127 of the
Corporations Act 2001
(Cth) in the presence
of:
Signature of Director or authorised
representative
..............................................
Signature of witness
Full name of Director or authorised
representative
Date
..............................................
Full name of witness
31

32

SCHEDULE 1 STATEMENT OF REQUIREMENTS
1. Portrait for Historic Memorials
Collection
1.1.1. The Artistic Services include all work necessary to complete an approved Portrait
of the Subject suitable for inclusion in the Historic Memorials Collection.
1.1.2. The Portrait must meet the approval of the majority of the members of the
Historic Memorials Committee as suitable for inclusion in the Historic Memorials
Collection.
1.1.3. The Services involve the following:
a. the production of a preparatory unframed Sketch of the Portrait that meets
the following requirements (Sketch Requirements):
i. being a recognisable likeness of the Subject;
ii. the dimensions of [The portrait maximum size is 160 cm x 100 cm. 4 cm
wide pieces with a 1cm pine chamfer and 45 degree mitre joints.]
iii. in premium [premium oil or acrylic paints and professionally assembled
stretchers] paints;
iv. of a style and composition such that a portrait based on the Sketch
would be suitable for inclusion in the Historic Memorials Collection;
v. taking appropriate account of the standing of, and the office held by, the
Subject;
vi. on stretched premium quality canvas appropriately prepared to museum
quality; and
vii. using a professional stretcher with a "key" facility.
b. providing the Sketch to DPS for approval.
c. if the Sketch is approved, production of the final Portrait that meets the
following requirements (Portrait Requirements):
i. closely follows the style, composition, and nature, proposed in the
approved Sketch and being a recognisable likeness of the Subject;
ii. the dimensions as agreed in writing with the DPS Project Officer;
iii. in premium [ oil or acrylic paints] paints;
iv. on stretched canvas of premium quality;
v. using museum quality materials including stretchers (using a
professional stretcher with a "key" facility) and appropriate varnishing;
vi. executed in materials and by techniques necessary to ensure that the
Portrait will have minimal deterioration with age;
vii. [portrait maximum size is 160 cm x 100 cm. Rosewood frame with a pine
insert and some dark varnish. 4 cm wide pieces with a 1cm pine chamfer
and 45 degree mitre joints]
33

viii. suitable in style and composition for inclusion in the Historic Memorials
Collection; and
ix. taking appropriate account of the standing of, and the office held by, the
Subject.
b. providing the completed Portrait to DPS for approval.
c. if the completed Portrait is not approved, reworking of the Portrait.
d. if the completed Portrait is approved, delivery of the framed final Portrait to
DPS.
e. delivery of all Contract Material to DPS upon delivery of the framed final
Portrait.
1.2. Timing
1.2.1. In providing the Artistic Services, unless otherwise approved in writing by DPS,
the Artist must:
a. complete and first submit the Sketch to the Project Officer by the Date 1 May
2021 for First Submission of the Sketch;
b. if DPS requests the Artist to proceed with the production of the Portrait
submit the completed Portrait to the Project Officer by the Date 1 September
2021 for First Submission of the Portrait; and
c. if DPS approves the completed Portrait, complete all remaining work to
finalise and frame the Portrait and submit it by the Date for Submission of
framed final Portrait.
2. Submission and approval process
- Sketch
2.1. Submission of the Sketch for Approval
2.1.1. Upon completion of the Sketch (including any reworked Sketch), the Artist must,
submit the Sketch to the Project Officer for consideration by DPS and any other
persons nominated by the Project Officer.
2.2. Determination by DPS
2.2.1. Following consideration of the Sketch (including any reworked Sketch), DPS may
determine that the Sketch:
a. is suitable as a basis for the Portrait;
b. is not suitable as a basis for the Portrait but that the Artist should rework the
Sketch; or
c. is not suitable as a basis for the Portrait.
2.3. Further Process by DPS
2.3.1. If DPS determines that the Sketch (including any reworked Sketch):
a. is suitable as a basis for the Portrait, DPS shall:
34

i. return the Sketch to the Artist (who shall have use of the Sketch for the
purpose of completing the Portrait); and
ii. request the Artist to proceed with production of the final Portrait on the
basis of the Sketch; or
b. is not suitable as a basis for the Portrait, but that the Artist should rework the
Sketch, it may request the Artist to:
i. rework the Sketch in accordance with directions specified by the Project
Officer; and
ii. resubmit the reworked Sketch for further consideration by DPS; or
c. is not suitable as a basis for the Portrait, it may terminate this Contract.
3. Submission and approval process
- Portrait
3.1. Transfer of Sketch to Portrait and completion of Portrait
3.1.1. If DPS requests the Artist to proceed with the production of the Portrait the Artist
must:
a. meet and liaise with the Project Officer as necessary (including at the
request of the Project Officer) to facilitate the transfer of the Sketch to the
final Portrait, and to address any difficulties raised by the Project Officer
regarding that transfer;
b. complete the Portrait and submit it to DPS for its consideration by the Date
for First Submission of the Portrait;
c. undertake any rework required by DPS following submission of the
completed Portrait; and
d. if requested by DPS, complete all remaining work to finalise and submit the
framed final Portrait by the Date for Submission of framed final Portrait.
3.2. Determination by DPS
3.2.1. Following consideration of the completed Portrait (including any reworked
Portrait), DPS may determine that the Portrait either:
a. meets the Portrait Requirements and is suitable for inclusion in the Historic
Memorials Collection;
b. does not meet the Portrait Requirements but that the Artist should rework the
Portrait; or
c. does not meet the Portrait Requirements and is not suitable for inclusion in
the Historic Memorials Collection.
3.3. DPS consideration of final Portrait
3.3.1. If DPS determines that the final Portrait (including any reworked Portrait):
35

a. meets the Portrait Requirements, it shall notify the Artist in writing of
acceptance of the Portrait and shall then be at liberty to include the Portrait in
the Historic Memorials Collection;
b. does not meet the Portrait Requirements, but that the Artist should rework
the Portrait, it may request the Artist to:
i. rework the Portrait in accordance with directions specified by the Project
Officer; and
ii. resubmit the reworked Portrait for further consideration by DPS; or
c. does not meet the Portrait Requirements and is not suitable for inclusion in
the Historic Memorials Collection, it may terminate this Contract.
4. Consultation by DPS with others
4.1. Consideration by DPS
4.1.1. In its consideration of the Sketch and the Portrait, (including any reworked
Sketches or Portraits) DPS may consult with, and obtain advice from:
d. the Subject;
e. the National Portrait Gallery of Australia;
f. the Historic Memorials Committee; and
g. any other consultants and advisers that DPS believes appropriate in its sole
and absolute discretion.
36