| Status |
Optional (see Notes section below) |
|---|---|
| Source |
Commonwealth Contract Terms clause C.C.3 |
| Additional information |
This clause should be included to ensure the Customer is made aware of any actual, perceived or potential conflicts of interest that arise for a Supplier during the life of the Contract.
It is important that the Customer receive early warning of conflicts of interest that affect a Supplier.
As the Supplier is the party best able to identify and then manage such conflicts, the clause allocates the primary obligation for anticipating, detecting, reporting and managing conflicts of interest to the Supplier.
The clause also requires the Supplier to comply with any reasonable instructions of the Customer in relation to managing such conflicts of interest.
Conflict of Interest
X.1 The Supplier warrants that, other than as previously declared in writing to the Customer, at the Commencement Date no actual, perceived or potential conflicts of interest exist, or are anticipated, relevant to the performance by the Supplier of its obligations under the Contract. At any time during the period of this Contract, the Customer may require the Supplier to execute a conflict of interest declaration in the form specified by the Customer
X.2 As soon as a Supplier becomes aware that an actual, perceived or potential conflict has arisen or is likely to arise during the Contract Term, the Supplier will:
- immediately notify the Customer;
- promptly provide the Customer with all relevant information relating to the conflict; and
- comply with any reasonable requirements notified by the Customer to resolve or otherwise manage the conflict.
X.3 As soon as practicable, any verbal information provided by the Supplier must be followed by detailed written confirmation.
X.4 If the Supplier fails to notify the Customer as set out in clause X.2 or does not comply with the Customer’s reasonable requirements to resolve or manage the conflict, the Customer may terminate this Contract in accordance with clause XX (Termination for Cause).
While use of this clause is optional, it is common for contracts to include a clause of this type.
Standardisation of contractual text results in efficiencies for both Parties to a contract. Before deciding whether a particular clause is appropriate, procurement officials should carefully consider the context of their procurement. Capitalised terms (unless otherwise defined) are based on the definitions in the CCS Glossary. Definitions of any relevant defined terms may need to be added.
Clause wording would generally need to be changed where the Customer has already identified specific actions that it requires the Supplier to take, either for monitoring or reporting conflicts of interest (for example, the development and implementation of specific conflict of interest protocols or a conflict management plan). It may also be appropriate to change the wording where a conflict of interest is more probable and/or where the Supplier identified specific steps it would take during any preceding tender process or contract negotiations.
Otherwise, where this clause is included, the clause wording should be used without change.
Terms that are capitalised may need to be changed to align with the Contract terminology.
