[Customer] means [name of Customer];

[Customer] Assets means all of the tangible and intangible assets (including Software, Equipment, hardware, facilities, equipment, documentation, capacity, cables, fibre or other items, materials or devices) owned by or leased

[Customer] Contributed Material has the meaning in clause [ ];

[Customer] Environment means [Customer]’s: (a) business, organisational, technical and commercial processes and procedures; and (b) information technology and telecommunications infrastructure and environment, as they exist from time to time, which

Agency Data means any content, materials, data and information, whether electronic or hard copy, that: (a) [Customer] provides to you in the context of using or receiving your Services; (b)

Agile Project Methodology means the agile project methodology that applies when the parties agree to use a SOW (Agile), as set out in the Appendix to the SOW or as

Agreement means the overall agreement between the parties comprising this MSA and each executed SOW;

Asset means a Provider Asset or [Customer] Asset, as applicable;

Business Day means any day other than a Saturday, a Sunday or a public holiday (as defined in the Holidays Act 2003) in Wellington, New Zealand;

Cabinet Directions for the Conduct of Crown Legal Business means the directions by that or similar name available at https://dpmc.govt.nz;

Change of Control means in relation to a body corporate, where a person acquires Control of the body corporate or where a person who Controls the body corporate ceases to

Commencement Date has the meaning in clause [ ];

Confidential Information means, in relation to a party, all information of a confidential or otherwise sensitive nature, whether written, electronic or otherwise, and whether or not marked or identified as

Conflict of Interest means a situation where a party or its Personnel’s personal or business interests or obligations do or could conflict or be perceived to conflict with its obligations

Contract Managers means the personnel named as such in [Part 1 (Agreement details)] with the responsibilities listed in clause [ ];

Control means, in relation to a body corporate, the ability of a person to ensure that the activities and business of the body corporate are conducted in accordance with the

Deliverable means all documentation, software, applications and other materials provided, or to be provided, by you under or in connection with the Agreement, as specified in each SOW (but, to

Developed Software means the Software developed, created or commissioned by you under or in connection with the Agreement as specified in a SOW;

Disabling Code means any program code or programming instructions, or any thing or device, which is designed to damage or otherwise adversely affect the operation of the Services or the

Equipment means any and all tangible assets (including hardware, equipment, cables, fibre and other items, materials or devices) purchased by, or otherwise supplied to, [Customer] under this MSA;

Equipment Warranty Period means, for each item of Equipment supplied to [Customer], the period commencing on the date on which [Customer] receives the Equipment, and ending on the later of:

Existing Material means all software, applications, documentation and other material (including any data or dataset accompanying or included in any such material) that existed prior to the Commencement Date or

Extra Terms means the terms set out in [Part 3 of this MSA];

Fees means the fees set out in any or all SOWs (including where relevant by way of cross-referencing to Services Rates specified in [Part 1 (Agreement details))];

Force Majeure Event means, in relation to either party (Affected Party), an event or circumstance beyond the reasonable control of the Affected Party, including: (a) earthquake, tsunami, volcanic eruption, flooding

Good Industry Practice means, in relation to your performance of the Services, the exercise of the skill, diligence, prudence, foresight and judgement that would be expected from a highly skilled

Government Officer means any governmental or statutory person, body or agency that has a role, function or duty in relation to the protection and/or security of official information or personal

GST means goods and services tax payable under the GST Act;

GST Act means the Goods and Services Tax Act 1985;

Indirect or Consequential Loss means loss that does not arise as a direct, natural and/or probable result of the act or omission complained of;

Initial Term means the term described in clause [ ];

Intellectual Property Rights means all industrial and intellectual property rights in any relevant jurisdiction whether conferred by statute, at common law or in equity, including all copyright, rights in relation

Interface means those interface components used by you to enable interoperability between the Provider Infrastructure and the [Customer] Environment and any other information technology or telecommunications systems with which the

Interpretation In the Agreement, unless the context requires otherwise: references to the singular include the plural and vice versa; references to a party include that party’s successors, executors, administrators and

Losses means liabilities, expenses, losses, damages and costs (including legal costs on a full indemnity basis);

Material Breach: (a) by a party means a breach by that party of one or more of the terms of the Agreement that: (i) significantly reduces the benefit of the

Materially Adverse Effect means an effect caused by the breach that: (a) substantially reduces the benefit or substantially increases the burden of this MSA or a particular SOW to adsf;

New Intellectual Property Rights means Intellectual Property Rights that you (or, if applicable, your subcontractor or licensor) create in the course of providing the Services;

NZISM means the New Zealand Information Security Manual, available at https://protectivesecurity.govt.nz/;

Personnel includes employees, agents, officers, and contract staff;

Privacy Breach means: (a) unauthorised or accidental access to, or disclosure, alteration, loss, or destruction of, personal information; or (b) an action that prevents access to personal information on either

Privacy Laws means, as applicable in the circumstances: (a) the Privacy Act 2020 and codes of practice and regulations under that Act; and (b) any specific statutory provision in any

Project Plan means any project plan attached to, referred to in, or contemplated by, a SOW;

Provider Assets means all of the tangible and intangible assets (including Software, Equipment, hardware, facilities, equipment, documentation, capacity, cables, fibre or other items, materials or devices) owned by or leased

Provider Infrastructure mean the information technology and telecommunications infrastructure and environment you use to provide the relevant Services;

PSR means the Government’s Protective Security Requirements (of which the NZISM is a part), at https://protectivesecurity.govt.nz/;

Service Level Credits means the credits, if any, that are payable by you to [Customer] upon the occurrence of a Service Level Default, as specified in a SOW;

Service Level Default means a failure to meet a Service Level;

Service Levels means the standards of service described as service levels and specified in a SOW;

Services Rates means the rates charged for Services, when you charge on a time, materials and/or other unit-based basis, as set out in [Part 1 (Agreement Details)] or a SOW;