Arc Infrastructure Pty Ltd ("Arc") is undertaking a procurement for goods or services as described in the Documents ("Procurement"). Certain Documents can be accessed through the link "Download the tender documents for this notice" under "Options" .

Your company ("Recipient") may use this tendering portal to submit information to Arc ("Submission") in respect of the Procurement.

By accessing the Documents and in exchange for the right to use the Documents in accordance with the Terms, the Recipient agrees to the following terms:

1. Use of Confidential Information

The Recipient must:

(a) keep confidential, and not disclose the Confidential Information other than in accordance with the Terms;

(b) immediately notify Arc if it becomes aware of any loss or unauthorised use, access, copying or disclosure of any Confidential Information; and

(c) procure that any person authorised pursuant to the Terms to have access to any Confidential Information is made aware of, and undertakes in writing to observe, the obligations contained in the Terms.

2. Recipient's use of Confidential Information

The Recipient must:

(a) not use the Confidential Information in any way that causes commercial, financial or competitive detriment to Arc;

(b) only access or use the Confidential Information or create, cause or permit to be created any document that is based on, uses or relates to the Confidential Information if such access, use or creation is solely for, and is necessary for, preparing and submitting a Submission to Arc for the Procurement; and

(c) only disclose Confidential Information to any other person, including as contained in a document created by the Recipient, in accordance with clause 2(b) above:

(1) to its legal advisers who are under a duty of confidence;

(2) with the prior written consent of Arc; or

(3) in accordance with clause 3.

3. Mandatory disclosure

(a) The Recipient may disclose Confidential Information to the extent legally required by any applicable law or legally binding order of any court, government or semi-government authority, administrative or judicial body, or a requirement of a stock exchange or regulator.

(b) If the Recipient must make a disclosure under clause 3(a), the Recipient must:

(1) immediately notify Arc in writing of the requirement; and

(2) disclose only the minimum Confidential Information required to comply with the applicable law, order or requirement.

4. Acknowledgment

The Recipient acknowledges that:

(a) the Confidential Information is secret and confidential to Arc and its Related Bodies Corporate;

(b) the Confidential Information is the exclusive property of Arc and its Related Bodies Corporate and that participation in the Procurement process and the Terms do not convey any proprietary or other interest in the Confidential Information to the Recipient;

(c) disclosure of Confidential Information in breach of the Terms would cause commercial and financial detriment to Arc and its Related Bodies Corporate;

(d) damages may be inadequate compensation for breach of the Terms and,

subject to the court's discretion, Arc and its Related Bodies Corporate may seek specific performance, injunctive relief or similar remedy as a remedy for any conduct or threatened conduct that is or would be a breach of the Terms in addition to any other remedies available at law or in equity under or independently of the Terms; and

(e) nothing in the Terms obliges Arc to disclose any particular information to the Recipient.

5. Media release

The Recipient must:

(a) not advertise or issue any information, publication, document or article (including photographs or film) for publication or media releases or other publicity relating to the Documents, the Procurement or Arc's operations, business and activities without the prior approval of Arc; and

(b) refer any enquiries to Arc from the media concerning the Documents, the Procurement or Arc's operations, business and activities.

6. Return of Confidential Information

If requested by Arc or upon cessation of negotiations and evaluations between the parties in connection with the Procurement, the Recipient must:

(a) immediately deliver to Arc all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information; and

(b) not make, retain, or distribute copies of any Confidential Information or create any other documents, records, or materials in any form whatsoever that includes the Confidential Information.

7. Indemnity

(a) The Recipient indemnifies Arc and its Related Bodies Corporate against any Loss incurred by Arc arising as a result of or in connection with any breach by the Recipient of the Terms.

(b) The Recipient must pay Arc or its Related Bodies Corporate (as the case may be) for all Loss referred to in clause 7(a) whether or not Arc or its Related Bodies Corporate have made any payment in respect of such Loss.

8. Definitions and interpretation

(a) For the purpose of these terms, the following terms have the meanings set out below:

"Arc" means Arc Infrastructure Pty Ltd;

"Confidential Information" means the Documents, any processes associated with the Procurement, all information provided by Arc to the Recipient in connection with the Procurement, and any information that concerns the business, operations, finances, plans or customers of Arc (or its Related Bodies Corporate) which is disclosed to, or otherwise acquired by, the Recipient (or its Related Bodies Corporate) in connection with the Procurement and which:

(1) is by its nature confidential;

(2) is stated to be confidential;

(3) is designated by Arc in writing as being confidential; or

(4) the Recipient knows or ought to know is confidential, but excludes information which:

(5) is in the public domain at the time of disclosure other than through the fault of the Recipient or of anyone to whom the Recipient has disclosed it;

(6) is in the possession of the Recipient without restriction in relation to disclosure on or before the date on which it is disclosed to or acquired by the Recipient; or

(7) has been independently developed or acquired by the Recipient;

"Documents" means any documents or information in any form provided by Arc to the Recipient in connection with the Procurement (including invitations for expressions of interest and requests for tenders) some of which are accessible through the tendering portal as described at the beginning of these terms;

"Loss" means any loss or liability including costs paid or payable to legal representatives (whether or not under a cost agreement) and other expenses reasonably incurred in connection with a claim, demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal);

"Procurement" means the procurement by Arc of certain goods or services, as described in the Documents;

"Recipient" means the company acknowledging and agreeing to these terms in exchange for receiving the Documents;

"Related Body Corporate" has the meaning given to that term in section 9 of the Corporations Act 2001 (Cth) and includes the plural of that term;

"Submission" means the Recipient's submissions to Arc as part of the Procurement process provided through tendering portal; and

"Terms" means these terms and conditions and any terms contained in the Documents.

(b) In these terms, headings are for convenience and do not affect interpretation and, unless the context requires otherwise:

(1) a reference to a clause or party is a reference to a clause of or a party to this deed;

(2) a reference to a party to this deed includes that party;

(3) a reference to a person includes a corporation, partnership, firm, association and any other entity the law recognises; and

(4) a reference to a right includes a remedy, power, discretion, authority or benefit.