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SPECIAL TERMS OF CONTRACT FOR SERVICES NO 2-2.2/2665-1 The Republic of Estonia, through the Ministry of Social Affairs, registry code 70001952, registered address at Suur-Ameerika 1, 10122 Tallinn, represented by Deputy Secretary General Hanna Vseviov (hereinafter: customer) and Emotional Health Clinic, Macquarie University registry code ABN 90 952 801 237 registered address at The Australian Hearing Hub Level 1, 16 University Ave Macquarie University NSW 2109, represented by Viviana Wuthrich (hereinafter: contractor), hereinafter collectively referred to as ‘the parties’ and separately as ‘the party’, have concluded the following contract for services (hereinafter: contract): 1. Object of contract The object of the contract is for the contractor to provide training courses in targeted intervention and its implementation for children with anxiety disorder and their parents to professionals with follow-up support and the right to use the materials necessary for carrying out the intervention. A more detailed description of the works can be found in the invitation to tender and in the contractor's tender of the small procurement ‘Ärevushäirega lastele ja nende peredele sihitatud sekkumine ning selle rakendamise koolitus [Training concerning targeted intervention and its implementation for children with anxiety disorders and their families]’, which form an integral part of the contract. 2. Time period and deadlines for performing the works The contractor undertakes to perform the works that are the object of the contract no later than by 15 December 2025. The authorised representatives of the parties may specify and adjust the timetable in the course of the performance of the contract in a form reproducible in writing. 3. Contract price 3.1. The estimated total cost of the works to be performed by the contractor under the contract is 10,750 AUD, no VAT is added (hereinafter: contract price). The customer pays for the works on the basis of the unit price (set/specialist/academic hour) presented in the tender. 3.2. The contract price is final and includes all costs of performance of the contract, including remuneration for copyright. 3.3. The customer pays for the work after signing the instrument of delivery and acceptance of each completed order and receiving the invoice issued on the basis of it. 3.4. International invoices are sent in PDF format to [email protected], including a copy to the project manager ([email protected]). The invoice must include the name of the project: ‘Mitmekülgse abivajadusega lastele teenuste väljatöötamine ja arendamine [Development of services for children with diverse assistance needs]’, project number: 2021-2027.4.09.23-0013 and the name of the project contact person: Krista Järv. 3.5. The payment will be made according to the exchange rate valid on the payment date. 3.6. The work is financed within the framework of the conditions for grant of support ‘ Development of services for children with diverse assistance needs’ as approved by the Minister of Social Protection's directive No 163 of 11 December 2023. 4. Special provisions 4.1. In addition to the provisions set out in the general terms, the contractor undertakes to: 4.1.1. follow the terms and conditions of the funder of the contract (including with regard to notification, formalisation and insignia); 4.1.2. upon change in the team members presented in the tender, ensure that the work is performed by persons with at least the competence and experience required in the small procurement documents. The customer's representative must be notified of the need for a change of team member as soon as possible and the data and documents verifying  the competence and experience of the new team member must be submitted. The customer's consent is required for the change of team members. The notification and consent must be submitted in a form reproducible in writing; 4.1.3. act as an independent expert in the performance of the work and proceed from their best industry knowledge, experience and methods. In performing the contract, the contractor undertakes to ensure that any business or other activity on their part is not aimed at representing the interests of third parties. 4.2. Provision 11 of the general terms is not valid for the parties. Copyright and licenses are regulated in annex 3-4. 5. Authorised representatives 5.1. The authorised representative of the customer in matters related to the performance of the contract is Krista Järv, phone number +372 58878506, email address [email protected], or a person substituting them. 5.2. The authorised representative of the contractor in matters related to the performance of the contract is Heidi Lyneham, phone number +61 (2) 9850 9433 , email address [email protected]. 6. Annexes to the contract The following documents accompany the contract as integral parts at the time of signing: 6.1. Annex 1 - Contractor's tender; 6.2. Annex 2 - General Terms; 6.3. Annex 3 – Licence materials translation; 6.4. Annex 4 – Licence Materials Print. 7. Other provisions 7.1. In addition to these special terms and their annexes, the general terms of contracts for services are part of the contract. The contractor confirms having examined the general terms. 7.2. Unless a specific provision provides otherwise, the term ‘contract’ means the special terms and general terms of the contract together with all annexes. The priority of the contract documents is as follows: special terms (I), annexes to the contract (II) and general terms (III). Upon conflict between the contract documents, the document with the higher priority will prevail. Upon conclusion of the contract, all terms and conditions contained in the contractor's price offer or other similar document lose their validity to the extent that they are in conflict with the special terms and general terms of the contract. 7.3. The contract is signed digitally. Customer Contractor Tel: 626 9301 Tel: +61 (2) 9850 9433 E-mail: [email protected] E-mail: [email protected] Arveldusarve nr MQ to provide invoice Signed on behalf of MACQUARIE UNIVERSITY by its authorised officer: Dan Johnson (Sep 12, 2025 15:00:59 GMT+10) Signature of authorised officer Dan Johnson Name (please print) Pro Vice-Chancellor Research, Innovation and Enterprise Position 12/09/25 Date of signing SMALL-SCALE PROCUREMENT ‘Targeted intervention for children with anxiety disorders and their families and training on its implementation’ With this document, the Ministry of Social Affairs invites you to submit a tender for a small- scale procurement procedure. PRICE QUOTATION 1. GENERAL INFORMATION 1.1 Data of the Contracting Ministry of Social Affairs Authority Suur-Ameerika 1, 10122 Tallinn, Republic of Estonia 1.2 Person responsible for Krista Järv, tel: 5887-8506, email: [email protected] the procurement Providing targeted interventions and training on their implementation for children with anxiety disorders and their 1.3 Brief description and parents, in conjunction with trained professionalse follow- purpose of the object of upsupport and the right to use in order to carry out the the procurement intervention materials needed to carry out the intervention and materials needed. Target group of the training: specialists. 1.4 Source of funding for the “Developing and improving services for children with diverse public contract support needs” 2. TECHNICAL DESCRIPTION OF THE OBJECT OF THE PROCUREMENT/ KEY TERMS AND CONDITIONS 2.1 Description of the object A description of the object of the procurement is in Annex 2 of the procurement (Technical Specification). Indicative timetable: A procurement to find an appropriate intervention: February / March 2025 2.2 Deadline and/or timetable A contract to carry out the training: March 2025 Translation of materials: March / April 2025 Training to be conducted: 2025. Intervention training and follow-up support for specialists 2.3 Place of performance during the pilot project for implementation of the intervention will be provided online. The Ministry of Social Affairs does not pay in advance, work shall be paid for after the training has taken place. 2.4 Contractual terms If the tenderer has standard terms and conditions for the performance of the service or work, please submit them with the tender. 2.5 Equivalence Any reference made by the contracting authority in the small- scale procurement documents to a standard, technical 1  specification, methodology, etc., as a criterion of equivalence to the technical specifications of the tender are to be read as accompanied by the notation ‘or equivalent’. Any reference made by the contracting authority in the small-scale procurement documents relating to a source, process, trademark, patent, type, are to be read as accompanied by the notation ‘or equivalent’. 3. ADDITIONAL INFO - The intervention training provider must be a professional in the relevant field and have the right to train in this specific intervention - The intervention must include supporting materials and the 3.1 Requirements right to use them. established for the - The tenderer must have experience in delivering tenderer and the tender intervention training targeted at children with anxiety disorders and their parents within the last 10 years. - The given intervention has been implemented in at least five different countries, of which three are located in the European union. 4. SUBMISSION AND PROCESSING OF THE TENDER In the tender, the tenderer shall provide: o the tender form along with supporting documents (attached to the invitation to tender), including the following information: - A description of the training programme and the timetable proposed by the tenderer, taking into account the conditions set out in Annex 2 ; - Data on the tenderer’s team members, including the role of the team member in the performance of the contract (the tenderer’s team must include at least two trainers); the name, position, education, specialisation, and previous intervention training carried out by the trainers. 4.1 Drawing up and submitting the tender o The tender shall be valid for at least 60 calendar days as of the deadline for the submission of tenders. The tender must be submitted either digitally of electronically signed, to [email protected] no later than 21/03/2025 at 23.59. o We also ask you to inform us if you decide not to submit a tender. o The tender remains confidential until the public contract is awarded. o In the tender, the tenderer shall denote which information is the trade secret of the tenderer and shall give reasons for this. Tenderers may not list the 2  amount or instalments of the tender as a trade secret. The contracting authority shall not disclose the content of the tenders in the part covered by a trade secret. The contracting authority shall not be liable for the disclosure of a trade secret, insofar as the tenderer has not designated it a trade secret. - The contracting authority may negotiate with all tenderers who have submitted suitable tenders, over the content, 4.2 Holding negotiations timetable, and cost of the submitted tender. There is no with the tenderer discussion of the requirements and evaluation criteria set out in the small-scale tender document for tenderers and tenders. The contracting authority evaluates all tenders that have been declared suitable. The contracting authority has the right to compare tenders where necessary. The successful tenderer will be selected on the basis of the evaluation points given in the evaluation criterion. Evaluation criteria Cost of tender 50% (50 value points) Content of the intervention in relation to the purpose of the intervention, description of the training programme, and description of the follow-up support offered 25% (25 value points). The learning outcomes for intervention training are set out in clause 2.2 of Annex 2. Competence of team members, experience, division of roles 25% (25 value points). The content of the intervention and the description of the 4.3 Evaluation of tenders training programme will be awarded 25 points, if it fits very well with the conditions set out in Annex 2. The training programme is structured in such a way as to provide the contracting authority with the confidence that the tenderer has the necessary knowledge and skills to implement the intervention, and has a logical and clear structure. The training programme will be delivered by team members with training experience and the corresponding competence. The tenderer has a very clear and realistic description of the training schedule. A description scores 10 points if it broadly meets the contracting authority’s expectations, but there are certain questions regarding it. The content of the training is broadly well thought out. The tenderer’s description of the training timetable is generally relevant. Regarding the criterion for team members, 25 points are awarded if the trainers have more than five years of experience in training interventions for children with anxiety disorders, and the division of roles in intervention training 3  helps to ensure effective delivery of the training and follow-up support during the implementation period of the intervention. If team members have between one (1) and five (5) years of experience in the field, 10 points will be awarded. - The contracting authority shall notify all tenderers of the 4.4 Informing the tenderer of awarding of the public contract no later than three (3) the contracting working days after the awarding of the contract. authority’s decisions and - The contracting authority shall conclude a procurement awarding the contract contract with the tenderer who has submitted a successful tender. Annex 1 – Tender Form Annex 2 – Technical Specifications Annex 1 Tender Form 1. General details of the tenderer Tenderer’s business name Emotional Health Clinic, Macquarie University Tenderer’s registry code ABN 90 952 801 237 Tenderer’s legal address The Australian Hearing Hub Level 1, 16 University Ave Macquarie University NSW 2109 Representative of the tenderer at the signing of the Prof Viviana Wuthrich contract The tenderer’s contact person/authorised person for Dr Heidi Lyneham the performance of the contract – name and contact details (e-mail address, telephone number). [email protected] +61 2 9850 9433 4  2. Tender cost by items of expenditure NOTE: The following costs do not include costs related to translating treatment materials and resources, or the printing of these resources for specialists or families as we understand from the tender that these will be managed independent of the training contract. Please see attachments 1 and 2 for our standard terms and conditions for translations, print and distribution rights that will be needed in addition to the contract for this tender. Item of expenditure Unit Unit price Number TOTAL (euros) of units Price of one academic hour of Hour AU$700 7 AU$4,900 training (includes training preparation) Accreditation and 5 year Person AU$340 10 AU$3,400 licence of a specialist to specialists deliver Cool Kids including printing right for 1 therapist kit per specialist Post Training Group Hour AU$350 6 AU$2,100 Supervision Licence to print workbooks for Workbook AU$7 50 AU$350 families who participate in Set treatment during 2025 Tender cost (net of VAT) AU$10,750 Value added tax: N/A Total cost of the tender (net of VAT) AU$10,750 Approx. value in Euro on 21 March 2025 €6,242 1. The total cost of the tender for the contracting authority shall include all fees, and the tenderer is aware that it shall have no right to any additional fee for the work performed based on the terms of reference of the tender. 2. We confirm that the tender is valid for at least the period stated in the small-scale procurement document. 3. We confirm that the tenderer is aware that the contracting authority will not use advance payment for invoicing. 4. We confirm that the tenderer is aware that it must indicate in its tender what information is a business secret of the tenderer and the reasons for this, and that, if it fails to comply with this requirement, the tenderer bears the risk that the contracting authority will disclose the content of the tender which is not marked as a business secret. 5  3. Confirmation of the tenderer regarding previous The tenderer must be the owner of an evidence-based intervention that is targeted at children with anxiety disorders and their families. The tenderer must have previous experience in providing training and follow-up support for this intervention. RESPONSE TO SECTION 3 IS A TRADE SECRET Name of the contract or Time of Statement regarding previous project, within the performance experience framework of which the of the contract experience was or project obtained Australia + International 2000 - Current The authors and members of the Emotional Health Clinic team at Macquarie University Cool Kids Anxiety have been providing live training on Management Program evidence based intervention for child Development and anxiety disorders since 2000. In 2016 an Implementation Projects, option for eTraining was introduced along Macquarie University with formal accreditation. Since 2016 our Australian team have trained and accredited more than 1,700 providers from 15+ countries (including Ireland, UK, Greece, Canada, New Zealand, Hong Kong, UAE). This is in addition to specific international training programs in Denmark, Slovenia, Finland, Norway and Sweden. (examples most relevant to the current tender described below). The Emotional Health Clinic team provides structured ongoing support to all Accredited Providers who maintain their Cool Kids Licence. This includes monthly drop-in live online supervision sessions, and a Cool Kids Accredited Website where therapy resources and webinars on specific topics are made available to providers. Macquarie University is the owner of the copyright for the Cool Kids Suite of programs including all training and accreditation programs. Slovenia 2020 – 2024 Beginning with translation of materials and 2025 – 2027 then a live training conducted by Prof Evidence based treatment Rapee, an initial cohort of 18 professionals for child anxiety in in Slovenia were accredited in the Cool Slovenia: Implementation Kids Program. Since the initial training, a of the Cool Kids Program further 21 Slovenian professionals have completed Cool Kids eTraining and 6  accreditation expanding the local team able to deliver the intervention. During the initial years of implementation, ~6 group supervision sessions per year were conducted by our team to support the providers in their delivery of the evidence- based program in Slovenia. In 2024 the process of translating and supporting the Autism specific version of the Cool Kids Suite was incorporated into the Slovenian agreement. Just announced is the expansion of this project at a national level, funded by the Slovenian government, which will see a minimum of 200 additional providers trained and accredited to deliver Cool Kids throughout Slovenia with provision for ongoing supervision. Website of the Slovenian Project: https://coolkids.si Finland 2020 – 2023 After small pilot projects in 2015 – 2019, a Initial Project project which aimed to make evidence State of Mind Campaign – based treatment for anxiety available to all Cool Kids Across Finland 2024 – current children in Finland was funded by the Extension Funded by Kummit charity Kummit through HUS, the largest Project health care provider in Finland. Over the original and extension projects, more than 500 psychologists have been trained to provide Cool Kids in hospital and community clinics, using both group and individual therapy. Fifty of these providers have since gone on to be trained in the Cool Kids Autism Program. In the initial stage of the project, a core group of senior psychologists were trained in a live workshop and then participated in 12 months of supervision as they learned to implement Cool Kids. Following this, this core group were supported to be able to deliver approved training to psychologists throughout Finland. These newly trained providers participated in a 12 month supervision program run by the senior Cool Kids Finnish team. Our Australian team continued to provide regular supervision to 7  the Finnish supervisor group advising them on managing cases and newly trained providers. The project also provided opportunities for continued education on the Cool Kids program. In 2023 a Cool Kids Day was held where both presentations and practical tasks were provided that extended the skills of more than 200 of the providers. Another of these days is occurring in May 2025 with remote presentations from our team in Australia. Media on the Finland Project: Continued funding for Cool Kids in Finland Cool Kids Day 2023 Denmark 2008 – current The relationship between Denmark’s Aarhus University and the Cool Kids team Cool Kids Implementation has a long history that began prior to the in Denmark introduction of formal Cool Kids Accreditation. Following translation of materials, and training of initial psychologists, Denmark conducted multiple research trials that confirmed that the results seen in Cool Kids in Australia, could be replicated in Denmark. Given this success, Denmark was trained and supported by the EHC team to provide Cool Kids through Aarhus University affiliated professionals and then to directly train Danish professionals in the Cool Kids Suite. Denmark now trains and accredits Cool Kids providers in Denmark using the materials and methods provided by the Australian training team. There are now more than 700 accredited providers in Denmark. 8  4. Description of the content of the training programme/intervention The tenderer presents his/her vision of the content of the training (topics to be covered and learning outcomes) and the timetable. The Cool Kids Anxiety Management Program The primary objective of the suite of Cool Kids Anxiety Programs is to help young people (and their caregivers) to manage anxiety and related emotional distress. It teaches the young person practical, applicable skills to help them to reduce anxious responding and overcome heightened anxiety and/or anxiety disorders. The parent or carer of the young person are also shown ways to support their child by understanding the skills that the young people are taught, but importantly parents are also supported to learn strategies that will change how they interact with their child during anxious moments. The Cool Kids skills reflect cognitive behavioural theories, with each skill chosen to directly address a factor that is known to maintain excessive anxiety in children and adolescents. Cool Kids providers are supported to run the program by detailed therapist guidelines, session support materials and extensive initial training. Client focused materials include for 7-12 year old the Cool Kids Child Workbook, for 12-17 year olds the Chilled Teen Workbook and for parents the Cool Kids Chilled Parent Workbook which covers both age groups. Therapist guidelines include options for presenting the program to groups of families and to individual families. In both of these approaches the anxious child or teen attends sessions with their parent(s). In addition, there are also guidelines for settings such as schools where parent attendance at all sessions is difficult. Through the materials and training, providers gain an understanding of how to adapt the program for children who are concurrently experiencing other difficulties and when to prioritise other issues. Research Support We have scientifically evaluated the Cool Kids program over 30 years of clinical trials. A review (Mychailyszyn, 2017) identified 16 studies that have directly evaluated Cool Kids programs, with additional studies published since (see attachment 3 for a list of published research). The bulk of these studies have been rigorous clinical trials following best-practice guidelines (e.g. CONSORT) and also provide replicated evidence from independent clinics and schools around the world. This broad research base has consistently shown that Cool Kids produces significant change compared to waitlist conditions and alternative treatments. In addition to reductions in anxiety symptoms and anxiety disorders, outcomes from participation in Cool Kids include: 1) increased resilience to life adversity; 2) improvements in confident and assertive behaviour along with reduced victimisation; 3) improved peer interactions and connectedness and increased school attendance. Cool Kids programs have been adopted and conducted in more than 25 countries around the world, including more than a dozen translations. Experts in these countries have seen no need to change the skills or delivery style of the program, with cultural adjustments to specific examples being made to ensure relevance to the culture and environs of each language. Outcomes across populations have been excellent, with published data from Turkey, Greece, Denmark, and Norway, to name a few. 9 Variations of the Cool Kids Program From the standard Cool Kids program, several population specific versions have been developed. These include the Cool Little Kids program for parents of anxious 3-6 year olds, the Cool Kids Online and Chilled Out Online programs that are delivered to families via the internet in their homes and supported by therapist led support calls and the Cool Kids Autism Adaptation which adapts the Cool Kids skills in ways that support the common experiences and support needs of autistic young people and their families. Additional versions are under development that focus on the teens who present with both anxiety and depression and on children and teens who present with significant health symptoms related to their anxiety. Training and Accreditation Proposal The Cool Kids Training and Accreditation process is specifically designed to address two stages of learning. Stage 1 is designed to introduce a suitably qualified professional to effectively identify anxious children and adolescents, and provide treatment using strategies that address the cognitive, behavioural and family factors that maintain anxiety. At the end of stage 1 an accreditation process takes place which involves evaluation and feedback of a professional's ability to apply the key skills introduced in the training to ensure that they are ready to implement Cool Kids for the first time. Stage 2 is designed to support accredited providers as they implement the program. This stage includes access to supervisory support, implementation resources and further training. Topics in the stage 1 standard training The training program for Cool Kids has been refined over more than 20 years. The same materials and activities are presented in our live training (in-person on via Teams/Zoom) and in our eTraining course (asynchronous online). The training assumes that participants are psychologists, allied health or education professionals who have had training in basic cognitive behavioural therapy and in working with children, adolescents and families. The learning outcomes for the stage 1 standard Cool Kids training include: - Understanding how to identify and assess anxiety in youth - Understanding what research has told us about what maintains anxiety - Understanding how the Cool Kids skills fit with the model of maintenance - Developed ability to apply the Cool Kids skills to a range of anxiety presentations - Awareness of common challenges that arise when implementing Cool Kids and knowing appropriate strategies to address these concerns The stage 1 training covers the following content: Title Topics Covered Module 1: What is Anxiety - Characteristics of anxiety in children and teens - The different types of anxiety and their key underlying cognitions - Why intervene? Module 2: Assessing Anxiety - Recommendations for assessment - Differential diagnosis - Key factors in considering suitability for Cool Kids 10  Title Topics Covered Module 3: The causes and - Our model of child anxiety maintenance of - Genetic and biological factors child anxiety - Learning experiences - Stressful events - Cognitive biases and avoidance Module 4: Outcome Research - Meta-analyses of CBT - Cool Kids specific findings - Factors that influence outcome Module 5: Overview of Cool - Standard Cool Kids Kids Suite - Cool Kids derivatives - How the Cool Kids skills fit with the model of anxiety - The structure of the program Module 6: Psychoeducation - Key goals of psychoeducation - Worry scale - Linking thoughts, feelings and actions - Goals and rewards Module 7: Cognitive - Worried vs calm thoughts Restructuring - Detective Thinking/Realistic Thinking - Extending realistic thinking - Common issues for new Cool Kids therapists Module 8: Exposure - Explaining the rationale for exposure - Principles for exposure from therapeutic and family perspectives - Creating effective stepladders - Exposure for different presenting issues - In-session exposure - Small step first for unexpected anxiety - Challenges to exposure Module 9: Parent - Getting parents on board Management - Providing support without encouraging anxiety - Parenting strategies for anxious moments - Parent action plans Module 10: Additional Coping - When to include additional coping skills Skills - Problem solving - Social confidence - Addressing peer bullying - Strategies for physiological symptoms Module 11: Relapse and - Finishing Cool Kids Maintenance - Relapse prevention In live training, the modules are presented over one full day or two half day workshops. In the eTraining, the content is presented in pre-recorded videos. Activities that support learning In both the workshop and eTraining approaches to Cool Kids training there is an emphasis on providing opportunities to see the programs in action using video or audio recordings of sessions, and for discussion of examples, and application of the skills to common case presentations. Participants are expected to work individually or in small groups to consider written cases and use the core Cool Kids worksheets to apply newly learnt skills to those cases. Discussion of ideas from the participants are contrasted with real life examples that were created in sessions for each of the core Cool Kids skills. 11 Accreditation Process After the stage 1 training, each individual participant must complete assessment tasks. These assessments include: 1. A multi-choice knowledge quiz on the content of the training and Cool Kids therapist kit. 2. Written response to 4 questions, one for each of the core skills included in the training. These questions are completed based on a provided set of case studies. These responses are marked by our very experienced supervisors who provide individual written feedback. 3. Viewing of a webinar which provides detailed reflection of common issues that arise when responding to the case studies and ideal answers based on case studies set 1. 4. Written response to the same 4 questions using a second set of case studies where the feedback received on the first set can be implemented to reach the required standard. Each participant must achieve a score of 80% on the multi-choice quiz and on each of the 4 questions in the case studies. When this is achieved the participant is issued a Cool Kids Accredited Provider certificate and a licence to use the standard Cool Kids program for 5 years. Stage 2 Training and Post Accreditation Support Post accreditation support for all individual Cool Kids Accredited Providers is available for a period of 5 years (after which a licence renewal is needed). The standard support includes access to the Cool Kids Accredited Provider Website and drop-in supervision sessions held online. • The Cool Kids Accredited Provider Website includes a range of treatment support resources such as printable posters of key visuals to use during sessions, frequently asked questions that address common challenges that arise during treatment and additional webinars that present advanced material on using the standard Cool Kids Program with particular client characteristics, comorbidities or presenting problems. • The drop-in supervision sessions are held 10 times per year, and allow providers to join a live, online session where providers can ask an experienced Cool Kids supervisor, questions regarding implementation of Cool Kids. These questions typically relate to specific cases that providers are working with, or organisation/practical issues within their specific context in a school, hospital or community setting. The learning objectives for stage 2 are advanced understanding of key issues experienced when implementing Cool Kids and improved knowledge of how to address these issues. For Estonia we are proposing that in addition to the above support, that we hold six group supervision sessions exclusively for the newly accredited providers trained under this tender. We have taken this approach in both Slovenia and Finland and these teams found the focused support invaluable in the early days of implementing Cool Kids. These sessions would be led by either Dr Lyneham or Dr Kelly who collectively have more than 20 years’ experience in supervising implementation of Cool Kids. Following accreditation in the standard Cool Kids Program, providers have the option to complete additional training in other programs from the Cool Kids Suite. These currently include Cool Little Kids (for parents of anxious 3-6 year olds) and Cool Kids Autism (an adaptation of Cool Kids that accounts for the common learning needs and unique challenges that present in anxious, Autistic youth). 12 Proposed Training Timetable Prior to beginning the training, the Cool Kids materials will need to be translated and printed so that they can be available during the training. Specific dates can be set once the contracts are signed and the translations underway. Due to the time difference between Estonia and Australia we would be suggesting two half days workshops for the training, from 9am to 12.30pm in Estonia. The following are suggested timeframes, and will be negotiated to suit both parties. TIMING TASK Prior to training sessions Each participant to complete a pre-course quiz and pre-readings Training Session 1 Live online training for Modules 1 through 7 Training Session 2 Live online training for Modules 8 through 11 4 week period after training session 2 Each participant will complete the accreditation tasks (including individual feedback) Over the following 6 months Monthly scheduled group supervision sessions (or adjusted to reflect the date the first families are starting Cool Kids) Post Tender Options For the 10 pilot accredited providers, their licence to deliver Cool Kids is valid for 5 years. Additional funding would be needed to cover the cost of the rights to print workbook sets for any family who they deliver the program for (AU$7 per set) and for any ongoing group supervision that may be requested from 2026 onwards. If further specialists are nominated for training in Cool Kids, this can be done via our fully online eTraining and Accreditation option which would allow additional specialists to become Cool Kids Accredited within 3-8 weeks of payment (depending on how quickly they work through the materials). In 2025 the cost of this option is AU$750 per trainee (where the therapist kit will be printed at the site due to using a translation). Both the pilot and any future participants may also choose to complete add-on training in other programs from within the Cool Kids Suite at an additional cost. 13  5. Tenderer’s team members Training provider’s first Position Level of education and and last name specialty Dr Heidi Lyneham Clinic Director, PhD MClinPsy Emotional Health Clinic AHPRA Clinical Psychologist Author on the Cool Kids Suite of Programs Trainer and Supervisor for the Cool Kids Suite since 2003. Dr Anna Kelly Lead Supervising DPsych(Clin) Clinical Psychologist, AHPRA Clinical Psychologist Emotional Health Clinic Trainer and Supervisor for the Cool Kids Suite since 2016. Distinguished Professor Australian Research PhD MClinPsy Ron Rapee Council Laureate Author on the Cool Kids Suite Fellow, Macquarie of Programs University Trainer and Supervisor for the Cool Kids Suite since 1993. Submitted on behalf of the Emotional Health Clinic, Macquarie University, Sydney Australia by Heidi Lyneham, Clinic Director, Emotional Health Clinic. 21 March 2025 14 Annex 2 Technical specification Technical specification 1. Background information and training need One of the goals of Estonia’s long-term development strategy ‘Estonia 2035’ is a caring society, where everyone has the opportunity for self-fulfilment throughout their lives, with the necessary support network for this being guaranteed. Based on the Welfare Developmental Plan 2023- 2030 1, there are shortcomings in several areas – on the one hand, there are perceived gaps in national standards for general casework, and on the other, there are no measures to provide needs-based assistance to different target groups. There are few comprehensive services for people with specific needs, and many services are linked to the severity of the disability, which reduces the possibilities for proactive and rapid assistance. The vision for reforming the rehabilitation system is the integration of the provision of rehabilitative interventions for people with special needs with health services, offering services aimed at restoring and maintaining function as health-related services. In order to support the fulfilment of this objective and to provide better targeted assistance to people’s needs, the Ministry of Social Affairs, in cooperation with its partners, has carried out an analysis, which, among other things, included descriptions of the target groups of beneficiaries of rehabilitation services, the conducting of workshops to map their needs, and cooperation with the Association of Rehabilitation Institutions and service providers. The analysis shows that people with mental health problems need better targeted support and help. According to the World Health Organization, the global prevalence of anxiety disorders is 3.6%, and is higher in women than in men (4.6% vs 2.6%). In comparison with other countries in Europe, the prevalence of anxiety disorders in Estonia is above average.1 What distinguishes a mental health disorder from transient negative emotions is that the disturbing feelings and corresponding behaviours do not go away, but start to interfere with everyday life. The most common mental health disorders are depression and anxiety disorder. An anxiety disorder involves constant and prolonged anxiety, which manifests itself as excessive worrying and which does not go away once the stressful situation has ended. This can be accompanied by a number of bodily complaints, such as sweating and shortness of breath. The most serious consequence of depression is the risk of suicide, with indicators such as suicidal thoughts, a suicide plan, etc.2. Situation in Estonia The results of the Estonian National Mental Health Survey indicate a high prevalence of mental health problems in the Estonian population. Self-reported estimates suggest that around a quarter of adults are at risk of depression, and one in five of adults are at risk of generalised anxiety disorder, with a significantly higher risk among young adults. According to the register survey, nearly a quarter of adults had at least one mental disorder diagnosis in the period 2016–2021, with depression (12.4%) and anxiety disorders (9.8%) being the most common. The risk of depression and anxiety disorder has increased compared to the pre-pandemic period (2019). 1 Welfare Development Plan 2023-2030.pdf 15 The prevalence of anxiety disorder, depression, and suicide risk among young people in Estonia is also high, with the results of the Health Survey showing that among adolescents, mental health problems are particularly high among girls. Nearly half of girls aged 15–17 are at risk of depression (54.4% of girls, 28.1% of boys) and generalised anxiety disorder (50% of girls, 15.7% of boys). Estonia has the highest suicide rate among children and adolescents aged 10–19 years, and among those who have attempted suicide, the proportion of people with a mental disorder, including depression, is very high, up to 74%. 2. Small-scale procurement Preventing mental health problems is cheaper and more effective than treating the problems and dealing with the consequences..3 The aim of this procurement is to provide evidence- based interventions based on health conditions and training for the implementation of interventions targeting children aged 7–17 years with anxiety disorders. The intervention must be suitable for implementing both individually and in groups, and the parents of the child must be involved in the activities. Intervention should also be adaptable to young people of different ages and with special needs. More detailed requirements on the objectives of the intervention in clause 2.2. The aim of the training is to equip professionals with the skills and competences to implement evidence-based intervention to support children with anxiety disorders and their families. The training must include theoretical and interactive components and end with the accreditation of the specialist. Intervention training will be commissioned and co-funded within the conditions for granting support within the framework of the European Union’s European Social Fund+ ‘Developing services for children with a substantial and diverse need for help’. The aim of the project is to support the coping of children in need and their families – currently there are a limited number of services for children with special needs and these are also linked to the determination of the severity of disability, which makes it more difficult for families to access the necessary support. 2.1. The scope of training and the target group The tenderer will prepare and deliver the training on the implementation of an intervention, providing participants with information and training on the content of the intervention and its implementation. Training also includes materials and learning how to use them. The target group for intervention training includes specialists from the field of mental health (mental health nurses, psychologists), social work, or education, who have completed an introductory course in cognitive-behavioral therapy. The group size is up to 10 people. The contracting authority has the right to change the size of the group (reduce/increase). In case the group size changes by a maximum of 3 participants due to valid reasons, the training provider will be notified at least 5 working days before the start of the training. 2.2. Intervention, its content and the learning outcomes of the course Intervention and its training must include the following components: • Supports children, youth (age group 7–17) and their family in understanding the nature of anxiety and its physiological components; 16  • Teaches skills on managing anxiety and coping in different situations; • Supports an increase in the child’s self-confidence and reduces avoidance behaviour. After completing the training, the participant shall be able to implement an intervention, through which: • Children and their families learn to recognise anxiety and know the effects it has on the body and behaviour; • Know how to use techniques to help them calm down; • Support the child in the use of coping skills to deal with different anxiety-provoking situations. 2.3. Theoretical and interactive parts In addition to the theoretical approach, the training must encourage and enable the active involvement of participants in order to achieve learning outcomes through experience. The structure of the training is designed with an emphasis on actively engaging activities (e.g. discussion, exercises, games, group work, etc.). If possible, representatives of the contracting authority will participate as observers (unless otherwise agreed) to answer the questions of the participants. The exact duration will be agreed upon by the contracting authority with the trainer. 2.4. Follow-up support: After the end of the training, the owner of the intervention and the provider of the training must ensure that there is follow-up support for the intervention implementers in Estonia, either in the form of supervision, consultations or other forms, at least once a month, for the duration of the pilot project. 2.5. Further specifications: • Language. The training will be carried out in the English language. If necessary, the contracting authority will arrange for a translation of the training. • In case the service provider requires the back-and-forth translation of materials, we also ask for their willingness to clarify and comment on the translation if needed. Information and registration of participants, feedback. The contracting authority is responsible for the notification of the target audience, the pre-selection of the training groups, and the registration of the training. The contractor prepares and forwards to the contracting authority the information that must be communicated to the contracting authority (presentation of the programme, agenda, other information necessary for participation). • Venue for the training and catering. For the participants attending the training in Estonia, the contracting authority will provide the training venue and catering according to the agenda, despite the training being conducted in an online environment. • Observation Representatives of the contracting authority may attend the seminars as observers. 17  1 APPROVED BY Secretary General directive No 6 of 27 February 2018 Annex 2 GENERAL TERMS OF CONTRACTS FOR SERVICES 1. General provisions 1.1. The contract comprises these general terms (hereinafter: general terms) and special terms (hereinafter: special terms) and their annexes. 1.2. The purpose of the contract is to regulate the legal relationships between the customer and the contractor arising from the contract. 1.3. The parties are independent in their activities and neither party is liable to the other party for the fulfilment of obligations undertaken before third parties. 1.4. The rights and obligations of the parties are based on the legislation in force in Estonia and the contract along with the documents accompanying it. 1.5. The parties warrant and declare that by concluding the contract they have not violated any provision of law, the articles of association or other legislation applicable to them or any obligations assumed by them under previously concluded contracts and agreements. 1.6. The parties represent and verify that: 1.6.1. they have the passive and active legal capacity (in the case of a party who is a natural person) to conclude the contract and fulfil obligations and exercise rights arising from the contract; 1.6.2. the persons who signed this contract and its annexes on behalf of them have been granted adequate authorisations to conclude the contract in accordance with the articles of association, legislation and other relevant documents. 1.7. Upon conclusion of the contract, all previous agreements and other arrangements between the parties lose their validity to the extent that they are in conflict with the contract. 1.8 In this contract Purpose means use of the Cool Kids Anxiety Program 2nd Edition materials for translation in Estonian for therapeutic purposes (in Estonia, only) – for use within the project ‘Targeted intervention for children with anxiety disorders and their families and training on its implementation’ sponsored by the Ministry for Social Affairs only, 2. Object of the contract The work to be performed by the contractor is defined by the contract and the documents accompanying it. The contractor is also obliged to perform those works and operations, including ancillary obligations, which are not set out in the contract but which by their nature fall within the scope of work related to the contract. The aforementioned is not subject to separate remuneration unless agreed otherwise. The contractor performs these works and operations and provides these services within the time period specified in the contract and for remuneration. 3. Obligations of contractor The contractor is obliged to: 3.1. perform works at their own expense and responsibility carefully and at a professional level in accordance with the contract, legislation, applicable standards in their field of activity or profession, and good manners, and deliver the works to the customer or persons designated by the customer at the time and in the manner agreed upon. If the object of the contract concluded with a contractor who is a natural person is the creation of creative work, it is assumed that the contractor will create it personally, unless the parties agree otherwise. In the last described case, the involvement of third parties in the execution of work (creation of creative work) occurs with the customer’s prior consent in a form reproducible in writing, and on the condition that the agreements made with the involved parties are not in conflict with the contract terms. 3.2. provide the customer with information about the work being performed in the form required by the customer, take into account the proposals made by the customer and cooperate with the persons designated by the customer; 3.3. without delay but no later than 2 (two) business days from the emergence of the relevant circumstances, notify the customer in a form reproducible in writing of circumstances that prevent the contractor from fulfilling their obligations, including those that affect the achievement of quality or cost, or have any other adverse effect on the performance of the contract. The fulfilment of the notification obligation in these cases does not provide the contractor automatically with the right to exceed the total cost and deadlines of the work, nor to disregard the quality requirements established in the contract for the work, without the customer's consent given in the same form as the relevant contract;  2 3.4. pay third parties at the contractor’s own expense all author’s remunerations and any other fees related to the performance of the contract; 3.5. deliver the completed works and the associated rights and documentation to the customer. The contractor also undertakes to provide the customer with information regarding the intellectual property rights of third parties regarding the works (name, function in the performance of the works, scope of rights, etc); 3.6. notify the customer in a form reproducible in writing of any interest that may lead to a conflict of interest, including in relation to (court) disputes with the customer and the agencies and institutions within its area of governance, consultations provided by the contractor to third parties, etc, and any other similar situation; 3.7. fulfil other obligations related to the performance of works and the obligations set out in the contract and legislation. 4. Rights of contractor The contractor has the right to: 4.1. demand from the customer compliance with the contract terms; 4.2. receive remuneration from the customer for performing the work in accordance with the terms and procedure set out in the contract; 4.3. make proposals to the customer regarding the performance of works, providing justifications in a form reproducible in writing, which the customer will review and inform the contractor of the decision regarding the consideration or disregard of the proposal; 4.4. demand the removal of unlawful obstacles dependent on the customer in the performance of works; 4.5. demand the organisation of a meeting related to the performance of works, if it is essential for the normal performance of the works, adherence to deadlines, and ensuring quality. The customer must be notified about the meeting being organised at least 2 (two) business days in advance in a form reproducible in writing; 4.6. exercise other rights set out in the contract and legislation. 5. Obligations of customer The customer is obliged to: 5.1. pay the contractor remuneration for the works under the terms and procedures set out in the contract; 5.2. not to unjustly hinder the contractor in the performance of the work; 5.3. accept the work properly performed by the contractor in accordance with the contract; 5.4. participate in regular meetings concerning the work; 5.5. fulfil other obligations set out in the contract and legislation. 6. Rights of customer The customer has the right to: 6.1. demand from the contractor compliance with the budget and contract terms; 6.2. justifiably refuse approval of the contractor's proposals; 6.3. demand the organisation of a meeting related to the performance of works, notifying the contractor thereof at least 2 (two) business days in advance if possible in a form reproducible in writing; 6.4. exercise other rights set out in the contract and legislation. 7. Contract price 7.1. The contract price includes, inter alia, all expenses incurred by the contractor in the performance of the contract and remuneration for copyrights set out in the contract (transfer of the author's economic rights and granting of a licence regarding moral rights), as well as all other expenses incurred in performing the works. 7.2. The customer pays for the properly performed works in accordance with the provisions set out in the special terms of the contract within 14 (fourteen) business days after the signing of the instrument of delivery and acceptance of the works (hereinafter: instrument) by the parties and the receipt of the invoice submitted on that basis, or after the receipt and approval of the invoice submitted upon the completion of the works, or in the case of a contractor who is a natural person, after the signing of the work instrument by the parties. 7.3. If during the performance of the contract, the customer’s wishes give rise to a need to supplement or change the works in a way that differs from what was originally agreed in the contract, and this results in a change in the scope of works, the change in the contract price is agreed upon between the parties in the same form as the contract. 7.4. If the works do not comply with the requirements set out in the contract, the customer may unilaterally reduce the contract price by notifying the contractor thereof in a form reproducible in writing. The reduction of the contract price may also be recorded in the work report.  3 8. Quality of works. Delivery and acceptance 8.1. The quality of the works performed must meet at least the requirements specified in the contract and the requirements typically applied to such work. The documents and other materials accompanying the works must also comply with said requirements. 8.2. The works are delivered and accepted in accordance with the provisions set out in the special terms by the signing of the instrument by the parties or by the approval of the invoice by the customer. The customer has the right to refuse the acceptance of works that do not comply with requirements, stating the specific reasons for the refusal. 8.3. The contractor has the right to prove the invalidity of the reasons for refusing to accept the works by ordering an expert assessment from an independent expert accepted by both parties. If the refusal to accept the works is found to be unjustified as a result of the expert assessment, the customer will reimburse the contractor for the costs of the expert assessment; otherwise, the costs of the expert assessment are borne by the contractor. 9. Liability of the parties Force majeure 9.1. Liability of the contractor: 9.1.1. The contractor is liable for any breach of contract, especially if the works do not comply with the requirements agreed in the contract and its annexes. Works are considered non-compliant, among other things, if the contractor does not provide the proper documentation for the work upon delivery-acceptance, does not deliver the work by the deadline, does not perform the work properly, fails to provide the customer with information regarding the fulfilment of the contract, etc. 9.1.2. If the contractor is in breach of a contractual obligation which can be cured, the customer has the right to submit a request to the contractor to eliminate the breach (hereinafter also: precept), giving the contractor a reasonable time limit (depending on the nature of the works, the circumstances of the breach, etc, but usually no more than 5 (five) business days) to eliminate the breach. Making the described precept only applies in the case of such breaches where the customer considers it reasonable due to the nature of the obligation and if they are interested in curing the breach. If the contractor does not comply with the precept within the specified time limit, the contractor must pay the customer contractual penalty of 0.5% (zero point five percent) of the contract price for each delayed day. 9.1.3. If the contractor exceeds the deadline agreed upon in the contract for the performance or delivery of the works, the customer has the right to claim a contractual penalty from the contractor which amounts to 1% (one percent) of the contract price for each delayed day. 9.1.4. If the contractor is in breach of a contractual obligation which cannot be cured or if the customer is not interested in having the breach cured, or if the contractor does not eliminate the breach within the time limit specified in the customer’s precept referred to in clause 9.1.2 of the general terms of the contract, or if the contractor does not commence performance of the contract, the customer has the right to claim a contractual penalty from the contractor of 20% (twenty percent) of the contract price for each breach. In addition to the contractual penalty claim, the customer has the right to terminate the contract unilaterally and extraordinarily. 9.1.5. Upon non-compliance with the obligations arising from clauses 3.6 and 12 of the general terms of the contract, the customer has the right to terminate the contract extraordinarily and unilaterally and/or claim contractual penalty of 20% (twenty percent) of the contract price, but at least 1,500 (one thousand five hundred) euros for each breach. Upon termination of the contract under this clause, the customer pays the contractor for the work performed only if the customer has an interest in partial performance of the contract. 9.1.6. Extraordinary unilateral termination of the contract does not deprive the customer of the right to claim a contractual penalty or a compensation for damage from the contractor. If the contract allows for a contractual penalty to be claimed for the same breach under multiple provisions, the customer has the right to decide under which provision they will claim the contractual penalty. 9.1.7. Upon payment for the works, the customer has the right to reduce the contract price by the amount of a contractual penalty. 9.1.8. The contractual penalties set out in the contract are agreed upon to enforce the fulfilment of obligations, and the claim for contractual penalty does not affect the customer’s right to additionally require the contractor to fulfil the obligation and compensate for damage. 9.2. The contractor undertakes to compensate for all costs and damages incurred by the customer in connection with deficiencies in the works performed by the contractor Liability of the customer: 9.2.1. If the customer is in delay in fulfilling their financial obligations set out in the contract, the contractor has the right to claim from the customer penalty for late payment at a rate of 0.05% (zero point zero five percent) of the overdue amount per day, but not more than 20% (twenty percent) of the contract price. 9.3. Failure to fulfil or improper fulfilment of the obligations arising from the contract will not be considered a breach of the contract if it has been caused by force majeure. The parties consider  4 as force majeure the circumstances specified in subsection 2 of § 103 of the Law of Obligations Act. The party whose actions in the performance of its obligations under the contract are hindered due to force majeure is required to notify the other party thereof immediately in writing or in a format which can be reproduced in writing. Upon occurrence of force majeure circumstances, the final due date of the contract is extended by the period during which the said circumstances occur. When the circumstances of force majeure cease to exist, the party must resume the performance of its contractual obligations. If, due to force majeure circumstances, the party’s performance of the obligations arising from the contract is prevented for more than 60 (sixty) calendar days in a row, either party may terminate the contract. 10. Transmission of notices and authorised representatives 10.1. Notices are generally transmitted by telephone, email or post. If the transmission of the notice gives rise to significant legal consequences, the notices to the other party must be transmitted in writing, including contract termination declarations by the parties, as well as claims for contractual penalty, penalty for late payment or compensation of damage. A digitally signed form is equivalent to a written form. 10.2. Any notices related to the contract are communicated to the other party using the contact details specified in the contract. A party is obliged to immediately notify the other party of a change in contact details. If a party has changed their contact details during the validity period of the contract and has not informed the other party thereof in a form reproducible in writing, the notice is deemed to have been received by the party if it has been sent to the most recently notified contact details of that party. 10.3. A written notice is deemed to have been received if it has been delivered against a signature or sent via post office by registered mail at least 5 (five) calendar days ago to the address indicated by the receiving party. Upon sending notices by email, including digitally signed documents, the notice is deemed to have been received at the time indicated in the notice of receipt or at the time of sending indicated in the email. 10.4. The authorised representatives of the parties are appointed in the special terms of the contract. The authorised representative of the customer has the right to represent the customer in all matters related to the performance of the contract, except for amending the contract (including increasing the scope of the contract, changing the object or duration of the contract, etc), termination of the contract, and filing claims for contractual penalty, penalty for late payment or compensation for damage. 11. Right of ownership. Copyrights. Retention of materials and information 11.1. The results (hereinafter: materials) of any work created under the contract by the contractor or acquired from third parties by the contractor, and accepted and paid for under the contract by the customer and the intellectual property rights associated with such results (hereinafter: rights), including all economic rights of the author, remain the rights of the contractor, regardless of when such rights were created or arose. The contractor grants the customer an irrevocable, non- exclusive, non-transferable licence to use the Cool Kids Anxiety Program for the Purpose for term of this contract or until this contract is terminated (hereinafter collectively referred to as licence).  5 11.2. Confidential information collected by the contractor under the contract or its processings are considered the property of the customer. Upon termination of the contract or at the request of the customer, the contractor is obliged to immediately at their own expense hand over to the customer all confidential information of the customer in the contractor’s possession. 11.3. If a third party obstructs the customer in the use of intellectual property rights arising from the contract or infringes those rights, the customer will notify the contractor, who must immediately take all necessary measures to enable the use of the rights arising from the contract and to cease the infringement of the customer's rights. If the contractor takes such measures, the customer will cooperate with them to the necessary extent. 11.4 If a claim is filed against the customer due to a copyright infringement that occurred during the performance of the works (other than due to an act of the customer), the contractor is liable for the damages incurred by the customer. 12. Confidentiality 12.1. During the period of validity of the contract and for an indefinite period after the expiry thereof, the contractor undertakes to keep confidential any information the contractor has learned in connection with the performance of the contract. In particular, but not only, the contractor undertakes to keep confidential the data contained in the contract, the documents provided for the performance of the contract and in other documents, the content of which the contractor has had the opportunity to become familiar with in connection with the performance of the contract, and also any other data which the customer presumably has a legitimate interest in keeping confidential. 12.2. Confidential information may only be disclosed to third parties if the customer has granted permission for this in a format which can be reproduced in writing. The confidentiality requirement set out in the contract does not extend to the disclosure of information to the auditors, attorneys, and banks of the parties and to cases where the party is obliged to disclose information as required by legislation. The contractor confirms that they are aware that the contract is public to the extent provided by the Public Information Act. 12.3. The contractor undertakes to comply with organisational, physical, and IT security measures to protect confidential data against accidental or intentional unauthorised alteration, accidental or intentional destruction, disclosure, etc. 12.4. The contractor undertakes not to use confidential information in any way for personal gain or in the interests of third parties. 12.5. The contractor undertakes to ensure among other things that their representative(s), employees, contractual partners, and other persons used in the fulfilment of the contractor’s obligations are aware of the confidentiality obligation set out in this contract, and to require such persons to fulfil this obligation unconditionally and indefinitely. 12.6. The contractor does not deal with public relations regarding the contract or make announcements to the press, electronic media, the general public, or other audiences, except with the customer’s prior consent granted in a form reproducible in writing. Only notices the text of which has been agreed with the customer in advance may be published. 13. Final provisions 13.1. The contract enters into force upon signing by the parties and remains in force until the exercising of rights and performance of obligations arising from the contract. The terms of the contract may only be amended by a written agreement between the parties. 13.2. The parties may extraordinarily unilaterally terminate the contract and use other legal remedies in addition to those provided for in the contract in cases and pursuant to the procedure provided by law. 13.3. The termination of the contract does not affect the performance of such obligations which, by their nature, are effective even after termination of the contract (eg confidentiality obligation, agreements regarding the intellectual property rights applicable to materials). 13.4. The parties have agreed that the parties have the right to assign the rights and obligations arising from and related to the contract to third parties only with the prior consent of the other party granted in a format reproducible in writing. Assignment of rights and obligations to a third party within the meaning of this provision is not a transfer of rights and obligations arising from and related to the contract by the customer to another state authority or state-owned company. 13.5. This contract is governed by the laws of the Republic of Estonia. If any provision of this contract proves to be in conflict with the legislation effective in Estonia, it does not affect the validity of the remaining provisions. If the described case involves imperative provisions that cannot be agreed upon otherwise, the provisions that are in conflict with legislation will be brought into compliance  6 with the applicable regulation at the first opportunity. 13.6. Any disputes related to the contract which the parties have failed to resolve through negotiation shall be referred to Harju County Court. 13.7. If the general terms have changed compared to the previous period upon extending a fixed-term contract, and the customer has notified the contractor of the changes to the general terms, the new general terms are deemed to have taken effect from the extension of the contract. 13.8. The general terms have been drawn up on 6 (six) pages.  Licence to Materials (for Translation) Parties Macquarie University ABN 90 952 801 237 of North Ryde, NSW 2109 (Macquarie) Ministry of Social Affairs, Suur Ameerika 1, 10122, Tallinn Estonia (Licensee) Details Commencement Date The date the last party signs this agreement Agreement End Date 31 December 2025 Program Cool Kids Anxiety Program 2nd Edition Kit (Recital A, clause 5.1 and 7.2) Materials Cool Kids Anxiety Program 2nd Edition Kit: (clause 2) • Therapist Manual • Parent Workbook • Child Workbook • Teen Workbook Language Estonian (clause 2) Due Date Within 90 days of commencement (clause 3.1) Format Electronic file transfer copy of the translated materials in Adobe InDesign (clause 3.1) Back-Translation Fee The cost of back translation is the responsibility of the Licensee. If Macquarie organises the back translation, an estimated cost of 2500 (clause 3.2) Euros will be charged (to be confirmed in writing once the selected Translated Materials have been received by Macquarie from the Licensee). Alternatively, the Licensee can select an alternate independent party to conduct the back translation and engage them directly. Purpose To use the Cool Kids Anxiety Program 2nd Edition materials translated in Estonian for internal therapeutic purposes – for use within the project (clause 7.1) ‘Targeted intervention for children with anxiety disorders and their families and training on its implementation’ sponsored by the Ministry for Social Affairs only. Region Estonia (clause 7.1) Licence to Materials – Estonia – May 2025 Page 1 of 10  Authorised Personnel Therapists engaged for the project ‘Targeted intervention for children with anxiety disorders and their families and training on its implementation’ (clause 7.1 and 7.3) who are trained and accredited to use the Program. Address for Notices Macquarie (clause 13.1) Director, Commercialisation and Innovation Level 1, Lincoln Building 16 Wally's Walk Macquarie University NORTH RYDE NSW 2109 Telephone: +61 2 9850 4598 email: [email protected] Licensee Krista Järv, Project Manager, Ministry of Social Affairs Kevade 8, Otepää, Valga County, Estonia +372 5887 8506 [email protected] Special Terms A. Licensee acknowledgment In the event that the Translated Materials are distributed, Macquarie agrees to acknowledge the Licensee’s work, by the following statement: "(Language) Translation by (Licensee’s name)", or as otherwise may be appropriate. Licence to Materials – Estonia – May 2025 Page 2 of 10  Signed on behalf of MACQUARIE UNIVERSITY by its authorised officer: Signature of authorised officer Prof Daniel Johnson Name (please print) Pro Vice Chancellor - Research, Innovation and Enterprise Position 06/06/2025 Date of signing Signed on behalf of Ministry of Social Affairs, Estonia by its authorised officer: Signature of authorised officer Name (please print) Position Date of signing By signing this agreement, each signatory warrants that they have authority to enter into this agreement on behalf of the party they are stated to represent. Licence to Materials – Estonia – May 2025 Page 3 of 10 Page 4 of 10  anywhere in the world, that exist now or that RECITALS may come to exist in the future. A. Macquarie has developed, and is the owner Personal Information means information or an of, the Program and Materials. opinion (including information or an opinion forming part of a database), whether true or not, B. The Licensee wishes to translate the and whether recorded in a material form or not, Materials in the Language and use the about a natural person whose identity is Translated Materials for therapeutic purposes related to the project ‘Targeted intervention for apparent, or can reasonably be ascertained, children with anxiety disorders and their from the information or opinion. families and training on its implementation’. Specified Acts means: C. Macquarie agrees to permit such licence, (a) failure to identify the authorship of any subject to the terms of this agreement. Translated Material, or any content in the Translated Material (including without GENERAL TERMS limitation literary, dramatic, artistic works and cinematograph films within the 1. Interpretation meaning of the Copyright Act 1968 (Cth); (b) materially altering the style, format, 1.1 Definitions colours, content or layout of the Translated The following definitions apply throughout this Material and dealing in any way with the agreement. altered Translated Material l or infringing copies (within the meaning of the Confidential Information means information Copyright Act 1968 (Cth); belonging to a party, whether existing prior to the commencement of the Project, or created in (c) reproducing, communicating, adapting, publishing or exhibiting any Translated the course of the Project, which is disclosed by Material, including dealing with infringing one party to the other for the purposes of the copies, within the meaning of the Copyright Project, and includes all technical, proprietary Act 1968 (Cth), without attributing the and operational information, drawings, authorship; or techniques, processes, know-how and other commercially valuable information in any form. (d) adding any additional content or Confidential Information does not include information to the Translated Material. information that is in the public domain, is Term mean’s the period from and including the already lawfully known to the Receiving Party or Commencement Date to and including the that has been independently developed by the Agreement End Date. Receiving Party. Translated Materials means any and all Derivative Works means any improvement, versions, including working versions, drafts and adaptation, advancement, modification or the the final accepted version, of the Materials that like to the Materials and/or Translated have been translated into the Language by the Materials. Licensee. Existing Material means any material in Other capitalised terms have the meaning given existence at the Commencement Date and to them in the Details. developed by the Licensee independently of the 1.2 Rules for interpreting this agreement performance of this agreement. In this agreement, headings are for guidance Intellectual Property means all copyright and only and do not affect the interpretation of the neighbouring rights, all rights in relation to clauses. The following rules apply unless the inventions (including patent rights), plant context requires otherwise: varieties, registered and unregistered trademarks (including service marks), (a) words importing the singular include the registered designs, Confidential Information plural and vice versa; (including trade secrets and knowhow and (b) words importing one gender include all circuit layouts), and all other rights resulting other genders; from intellectual activity in the industrial, scientific, literary or artistic fields. (c) reference to a person includes a body politic, a body corporate, a partnership, an Moral Rights means the right of integrity of unincorporated association and a natural authorship, the right of attribution of authorship person, and the person's executors, and the right not to have authorship falsely administrators, successors, transferees, attributed, as conferred by the Copyright Act 1968 (Cth), and the rights of a similar nature Page 5 of 10 Licence to Materials – Estonia – May 2025  substitutes (including persons taking by agrees to provide the Back-Translation Fee novation) and assigns; towards the costs of the back-translation. Macquarie must use best endeavours to ensure (d) reference to a statute, ordinance, code or that the back-translation is promptly conducted. other law includes regulations, directions If Macquarie notifies the Licensee of any and other instruments under it and reasonably requested corrections or edits, the consolidations, amendments, re- Licensee must promptly amend the Translated enactments or replacements of any of Material and provide Macquarie with the revised them; Translated Material, at the Licensee’s cost. (e) reference to $, dollar or AUD is to Macquarie will provide the Licensee with its Australian currency; written confirmation that the Translated Materials have been accepted. If the back- (f) any agreement, obligation, representation, translation is substantially or materially different right or warranty on the part of or in favour from the original Materials, Macquarie may of two or more persons binds or is for the terminate this agreement on 30 days written benefit of them severally and not jointly or notice to the Licensee. jointly and severally; (g) a term or definition incorporated by 4. Warranties reference into this document remains in force even if the document from which it 4.1 The Licensee warrants to Macquarie that: was referred may be no longer in force; (a) the Translated Material is an original (h) reference to a clause is a reference to a translation; clause of this agreement and includes all sub-clauses, paragraphs and parts of that (b) the Translated Material will not infringe the clause; Intellectual Property rights of any person; (i) where a word or phrase has a particular (c) no content of an objectionable or libellous meaning, other parts of speech and nature (that was not present in the grammatical forms of that word have Materials) is or will be introduced to the corresponding meanings; Translated Materials; and (j) any reference to “insurance”, “insurance (d) the Materials will be translated to the policy” or “insurer” in this agreement Language accurately. includes, mutual risk cover held with a 4.2 The Licensee must only adapt and translate the mutual risk provider designed to cover Material to the extent it is culturally relevant and similar insurable risks to insurance and the necessary for the country of use. providers of that risk cover; and (k) a reference to an office, department or 5. Ownership of Materials and Translation faculty whose functions are assumed by another office, department of faculty 5.1 The parties acknowledge and agree that: includes the office, department of faculty (a) The Program and Materials remain the that assumes all or substantially all of property of Macquarie and that nothing in those functions. this agreement constitutes a transfer of 2. Licence to Translate the Materials any Intellectual Property rights in the Program or Materials; Macquarie grants the Licensee a non-exclusive, (b) in consideration of the licence granted to non-transferable licence of the right to translate the Licensee pursuant to clause 7, all right, the Materials from English to the Language. interest and title (including all Intellectual Property rights), in and to the: 3. Timetable and Acceptance of Translation (i) Translated Materials; and 3.1 The Licensee agrees to complete translation of the Material by the Due Date. The Licensee (ii) Derivative Works created or must provide Macquarie with a copy of the developed by the Licensee, Translated Materials in the Format for will be owned by Macquarie from its Macquarie’s review. creation, and (to the extent necessary) the Licensee assigns to Macquarie any 3.2 On receipt of the Translated Materials, Intellectual Property rights in the Macquarie will arrange for an independent third Translated Materials and Derivative party to conduct a back-translation of selected Works; and parts of the Translated Materials. The Licensee Page 6 of 10 Licence to Materials – Estonia – May 2025  (c) the Licensee grants to (or will procure for) If the Licensee wishes to commercialise the Macquarie a permanent, irrevocable, Translated Materials, Macquarie agrees to royalty-free, world-wide, non-exclusive negotiate with the Licensee the terms of an licence (including a right of sublicense) to agreement for this purpose, provided that no use, reproduce, adapt and exploit any party is under any obligation to enter into any Existing Material in conjunction with the such agreement on any specific terms, or at all. Translated Material. 9. Confidential Information 5.2 The Licensee agrees to sign all documents and do all things necessary to give effect to clause 9.1 The Licensee acknowledges that all 5.1. Confidential Information which has or may come into the possession of the Licensee 6. Moral Rights remains the property of Macquarie. 6.1 To the extent permitted by the Copyright Act 9.2 Except as permitted by clause 9.3, the Licensee 1968 (Cth), and for the benefit of Macquarie the must: Licensee agrees to: (a) not disclose Confidential Information (a) obtain from each author of the Translated directly or indirectly in any form to Material a written consent which extends anyone else; and directly or indirectly to the performance of (b) not use or make a copy of any the Specified Acts by Macquarie; and Confidential Information except to (b) on request provide the executed original of perform any of its obligations under any such consent to Macquarie. this agreement. 7. Licence to use the Translated Materials 9.3 The obligations in clause 9.2 do not apply to the Licensee if: 7.1 Macquarie grants to the Licensee, a non- (a) Macquarie has first agreed in writing exclusive, non-transferable licence for the to the particular disclosure, use, or Authorised Personnel to use the Translated copying; Materials during the Term solely for the Purpose (b) the information is disclosed to an and in the Region, and subject to the terms of officer or employee of the Licensee this agreement. who needs to know the information concerned to perform its duties; or 7.2 The Licensee must not sub-license any of the rights granted to it under this Agreement and (c) disclosure of any Confidential must not permit any third party to use the Information is required to comply with any applicable law or requirement of Program and Materials for any purpose any government agency or regulatory whatsoever without the prior written consent of body, and the Licensee first informs Macquarie. Macquarie of the intended disclosure and cooperates with Macquarie to 7.3 The Licensee agrees that only Authorised limit the disclosure as reasonably Personnel may use the Translated Materials requested. and no other personnel of the Licensee are permitted to use the Translated Materials 9.4 The Licensee must: without the prior written consent of Macquarie. (a) keep effective control of Confidential 7.4 The Licensee must conduct the Purpose in Information; compliance with all applicable laws and (b) ensure that Confidential Information is regulations, including without limitation laws secure from theft, loss, damage or and regulations relating to modern slavery, unauthorised access or alteration; improper payments, and anti-bribery. (c) if required by Macquarie, enter into a 8. Commercialisation separate agreement with any client, licensor or supplier of Macquarie in relation to the protection of 8.1 No Commercial Use Confidential Information; The Licensee must not use the Translated (d) ensure that its Representatives and Materials for commercial purposes without the persons other than the Licensee do prior written consent of Macquarie. not disclose, use or copy Confidential Information except as permitted by 8.2 Commercialisation this clause 8; and Page 7 of 10 Licence to Materials – Estonia – May 2025  (e) if required by Macquarie obtain from 11.3 If this agreement is terminated for any reason, each Representative to whom then each party must return all property in their Confidential Information is disclosed, possession belonging to the other party, a written undertaking to comply with including Confidential Information and the obligations of the Licensee under Intellectual Property. this clause 8 in a form approved by Macquarie. 11.4 Termination of this agreement is without prejudice to the rights of the terminating party to 9.5 Upon expiry or termination of this agreement for obtain damages for any breach of this any reason, the Licensee must immediately: agreement. (a) deliver to Macquarie (or if in electronic form, erase or destroy and deliver 11.5 Clauses 4 (Warranties) 5 (Ownership of evidence of erasure or destruction) all Materials and Translation), 6 (Moral Rights, 7 documents and other materials (Licence to use the translated materials), 8 containing, recording or referring to (Commercialisation), 9 (Confidential Confidential Information which are in Information), 9 (Privacy), 10 (Termination), 12 its possession, power or control; and (Indemnity and liability), 13 (Insurance) and all other clauses required to give those clauses (b) ensure that any person who receives effect survive the termination or expiration of the Confidential Information by the this agreement. Licensee's authority returns the Confidential Information to Macquarie 12. Indemnity and Liability in any form in which it is held (or if it is in electronic form, erases or destroys it and gives evidence of its erasure or 12.1 The Licensee agrees to release Macquarie from destruction to Macquarie). all responsibility, claims, liability, costs and expenses, present and future (Claims) relating 9.6 The operation of this clause 8 survives to the Translated Materials including (without termination of this agreement. limitation) any Claims relating to the use of the Materials and Translated Materials. 10. Privacy 12.2 The Licensee agrees to indemnify Macquarie 10.1 Where a party has access to Personal against any liability, loss or costs arising from Information in order to perform its obligations any claim, action or cause of action brought by under this agreement, the party holding the any person with whom it is related or associated Personal Information must comply with the in any way against Macquarie relating to: requirements any privacy legislation applicable (a) any negligent act, fraud or breach of this to the party, including if applicable, the Privacy agreement (including any warranties) by Act 1988 (Cth). the Licensee; and 11. Termination (b) any breach of clause 4 of this agreement by the Licensee. 11.1 A party may terminate this agreement in writing 12.3 Neither party is liable to the other party for if the other party breaches a term of this consequential or incidental damages, or loss of agreement and fails to remedy the breach within profits, revenue, goodwill or opportunities in 30 days of receiving notice requiring it to do so. contract, tort, under any statute or otherwise 11.2 Macquarie may terminate this agreement (including negligence) arising from or in any immediately in writing if: way related to this agreement or the Project. (a) the Licensee has entered into any form of 12.4 Each party’s liability to the other party under this insolvency, liquidation or external agreement is reduced to the extent that any administration, whether voluntary or damages, liability, loss or costs arise from or are involuntary, formal or otherwise; or attributable to, any negligent act or omission of the other party or its officers, employees, agents (b) the Licensee is charged with a breach of or Licensees. any law or is the subject of proceedings or investigations commenced or threatened 13. Insurance by the Independent Commission Against Corruption, the NSW Police Force or a 13.1 The Licensee must make sure that it and its similar public body whether of a state, Representatives are covered by insurance territory or the Commonwealth or in any policies for the Term (and in the case of other country. Page 8 of 10 Licence to Materials – Estonia – May 2025  insurances written on a claims made basis, for only be referred to the courts of New South a further period of seven years) for: Wales and the Federal courts of Australia. (a) workers compensation insurance, as 15.2 Nothing in this agreement constitutes a required by law in respect of its relationship of employer and employee, liability for injury or death of its principal and agent, or trust, or partnership Representatives; between the parties. Neither party has authority (b) professional indemnity insurance for or power to bind the other party. its liability for its own acts and omissions and those of its 15.3 If there is an inconsistency between a provision Representatives for an appropriate of the Special Terms, Details, the General amount; and Terms or a schedule or annexure then the provisions of the first-mentioned prevail. (c) public and products liability insurance for an appropriate amount. 15.4 If any clause or any part of this agreement are adjudged by a court or other legal authority of 13.2 The Licensee must give Macquarie a copy of competent jurisdiction to be invalid, that the certificates of currency on request. The judgment does not affect the remainder of this Licensee must notify Macquarie within two agreement, the terms of which remain in full Business Days of the cancellation of any of the force and effect. policies of insurance required under this agreement. 15.5 This is the entire agreement between the parties about its subject matter and replaces all 14. Notices oral and written prior communications and agreements between the parties. 14.1 A notice, request or other communication to a party (Notice) under this agreement, must be in 15.6 The Licensee may not sub-contract the writing and be delivered by hand or sent by performance of any part of this agreement for prepaid post, or email to the notice address, or which it is responsible. email address of that party as specified in the 15.7 This agreement may only be varied by the Details. parties in writing. 14.2 Notice is given or served: 15.8 A waiver by a party of any breach or of a failure (a) if delivered by hand, upon delivery; to comply with any provision of this agreement by the other party has no effect unless it is in (b) if in the form of a letter sent by prepaid writing. post, three days (eight days if sent from one country to another country) after the 15.9 In the case of a dispute arising under this date on which it was sent; and agreement (the Dispute) a party to this (c) if by email, when the recipient agreement must not commence any court or acknowledges receipt of the Notice by arbitration proceedings unless the parties have return email to the sender (other than by complied with the following paragraphs of this automatic acknowledgment sent by the clause except where a party seeks urgent recipient's server). interlocutory relief. (a) A party to this agreement claiming that a 14.3 A Notice that would be given or served on a day Dispute has arisen out of or in relation to which is not a business day in the place to which this agreement must give written notice the Notice is sent, or is later than 5:00 p.m. (the Dispute Notice) to the other party to (local time) it will be taken to have been given this agreement specifying the nature of the or served at the commencement of the next Dispute. business day in that place. In the case of a university party, that party’s closure days are (b) Within fourteen (14) days of receipt of the taken to be not business days for the purposes Dispute Notice (or such further period as of this clause 14.3. agreed in writing by them) the parties must agree: 14.4 A party may change its Notice address or email address by Notice to the other party. (i) the dispute resolution technique (e.g. expert determination) and procedures 15. Formal Terms to be adopted; (ii) the timetable for all steps in those 15.1 This agreement is governed by the laws of New procedures; and South Wales and any dispute relating to it must Page 9 of 10 Licence to Materials – Estonia – May 2025  (iii) the selection and compensation of the mediator and determine the mediator’s independent person required for such remuneration. technique. (d) If the Dispute has not been resolved within (c) If the parties cannot agree to the matters a timeframe agreed under clause set out in clause 15.9(b) within fourteen 15.9(b)(ii), either party may at their (14) days, the parties must mediate the discretion institute legal proceedings. Dispute in accordance with the Mediation Rules of the Law Society of New South 15.10 This agreement may be signed in counter parts Wales, and, the President of the Law and when taken together constitute the one Society of New South Wales or the document. The counterparts may be President’s nominee will select the exchanged electronically Page 10 of 10 Licence to Materials – Estonia – May 2025 Licence to Print and Distribute Parties Macquarie University ABN 90 952 801 237 of North Ryde, NSW 2109 (Macquarie) Ministry of Social Affairs, Suur Ameerika 1, 10122, Tallinn Estonia (Distributor) Details Commencement Date The date the last party signs this agreement Agreement End Date 31 December 2025 Materials 1. Cool Kids Anxiety Program 2nd Edition materials, comprising: a. Therapist manual b. Parent workbook c. Child workbook d. Teen workbook Licence Fees AU$350 to print 50 workbook sets (either child + parent or teen + parent) AU$175 to print 10 therapist kits (therapist + child + parent + teen) Territory Estonia Trademark Trade Mark Type Registration Class Region of Status No. Registration COOL KIDS Word 1435256 9, European Registered 16, Union 41, Trade 44 Mark Figurative 1567166 9, European Registered 16, Union 41, Trade 44 Mark Figurative 1436092 9, European Registered 16, Union 41, Trade 44 Mark Address for Notices Macquarie Director, Macquarie Commercialisation Level 1, Lincoln Building 16 Wally's Walk Macquarie University NORTH RYDE NSW 2109 Telephone: +61 2 9850 4598 email: [email protected] Copy: [email protected] Page 1 of 10  Licensee Krista Järv, Project Manager, Ministry of Social Affairs Kevade 8, Otepää, Valga County, Estonia +372 5887 8506 [email protected] A. Without limiting any other clause in this agreement, the Special Terms Distributor must ensure that: a. the Therapist Manual and Parent, Child and Teen Workbooks must be professionally bound (eg. spiral bound) b. each Product must be printed in full colour. B. Macquarie agrees to acknowledge translated work, by the following statement: “Estonian Translation by The Ministry of Social Affairs Estonia”, or as otherwise may be appropriate. C. Macquarie grants the Distributor permission to include an acknowledgement using the following words: ‘Printed and distributed in Estonia by The Ministry for Social Affairs (URL)’. D. The Distributor must provide Macquarie with a physical copy of the printed Materials within 60 days of the initial print. Page 2 of 10 Signed on behalf of MACQUARIE UNIVERSITY by its authorised officer: Signature of authorised officer Prof Daniel Johnson Name (please print) Pro Vice Chancellor - Research, Innovation and Enterprise Position 06/06/2025 Date of signing Signed on behalf of Ministry of Social Affairs, Estonia by its authorised officer: Signature of authorised officer Name (please print) Position Date of signing By signing this agreement, each signatory warrants that they have authority to enter into this agreement on behalf of the party they are stated to represent. Page 3 of 10 Page 4 of 10  Product(s) means the printed Materials that RECITALS have been accepted by Macquarie in accordance with clause 4. A. Macquarie owns the Materials. Term means the period from and including the B. The Distributor wishes to print the Materials in Commencement Date to and including the paperback format and distribute the Materials Agreement End Date. in the Territory and Macquarie accepts, subject to the terms of this agreement. Other capitalised terms have the meaning given to them in the Details. GENERAL TERMS 1.2 Rules for interpreting this agreement 1. Interpretation In this agreement, headings are for guidance only and do not affect the interpretation of the 1.1 Definitions clauses. The following rules apply unless the The following definitions apply throughout this context requires otherwise: agreement. (a) words importing the singular include the Confidential Information means information plural and vice versa; belonging to a party, whether existing prior to (b) words importing one gender include all the commencement of the Project, or created in other genders; the course of the Project, which is disclosed by one party to the other for the purposes of the (c) reference to a person includes a body Project, and includes all technical, proprietary politic, a body corporate, a partnership, an and operational information, drawings, unincorporated association and a natural techniques, processes, know-how and other person, and the person's executors, commercially valuable information in any form. administrators, successors, transferees, Confidential Information does not include substitutes (including persons taking by information that is in the public domain, is novation) and assigns; already lawfully known to the Receiving Party or (d) reference to a statute, ordinance, code or that has been independently developed by the other law includes regulations, directions Receiving Party. and other instruments under it and Intellectual Property means all copyright and consolidations, amendments, re- neighbouring rights, all rights in relation to enactments or replacements of any of inventions (including patent rights), plant them; varieties, registered and unregistered (e) reference to $, dollar or AUD is to trademarks (including service marks), Australian currency; registered designs, Confidential Information (including trade secrets and knowhow), and all (f) any agreement, obligation, representation, other rights resulting from intellectual activity in right or warranty on the part of or in favour the industrial, scientific, literary or artistic fields. of two or more persons binds or is for the benefit of them severally and not jointly or Modern Slavery means as defined in the Modern jointly and severally; Slavery Laws. (g) a term or definition incorporated by Modern Slavery Laws means the Modern Slavery reference into this document remains in Act 2018 (NSW) and the Modern Slavery Act 2018 force even if the document from which it (Cth). was referred may be no longer in force; Trademark means the Intellectual Property (h) reference to a clause is a reference to a rights in relation to the trademarks, service clause of this agreement and includes all marks and logos (if any) set out in the Details to sub-clauses, paragraphs and parts of that this Agreement, whether registered or clause; unregistered. (i) where a word or phrase has a particular Personal Information means information or an meaning, other parts of speech and opinion (including information or an opinion grammatical forms of that word have forming part of a database), whether true or not, corresponding meanings; and whether recorded in a material form or not, (j) any reference to “insurance”, “insurance about a natural person whose identity is policy” or “insurer” in this agreement apparent, or can reasonably be ascertained, includes, mutual risk cover held with a from the information or opinion. mutual risk provider designed to cover similar insurable risks to insurance and the providers of that risk cover; and Licence - Print Distribute_Clean - MS Clause (Estonia May 2025) Page 5 of 10  (k) a reference to an office, department or Item C in the Special Terms under this faculty whose functions are assumed by agreement). another office, department of faculty includes the office, department of faculty 4.5 The Distributor must (and must ensure that its sub- that assumes all or substantially all of contractors), in connection with its production and those functions. supply of the Products pursuant to this agreement: (a) comply with the Modern Slavery laws as if 2. Licence to Materials it were bound by them; and (a) Macquarie hereby grants the Distributor a (b) provide such assistance as may be non-exclusive licence of the right to print the reasonably requested by Macquarie to Materials. enable Macquarie to comply with its obligations under the Modern Slavery Laws. (b) The Distributor may not use the Materials for any other purpose other than as set out in this agreement. 5. Right to Distribute Products 3. Ownership of Materials 5.1 On Macquarie’s written acceptance of the 3.1 The parties acknowledge and agree that the Proof, and subject to the terms of this Materials remain the property of Macquarie and agreement, Macquarie hereby grants the that nothing in this agreement constitutes a Distributor an exclusive licence of the right to transfer of any Intellectual Property rights in the distribute, offer to sell, sell and market the Materials. Product in paperback format only in the Territory and for the Term. 4. Provision and Printing of Material 5.2 The Distributor agrees to bear all costs and 4.1 Within 14 days of the Commencement Date, risks associated with the right granted to it in Macquarie will provide the Distributor with a this clause 5. copy of the Material through Adobe InDesign files. 5.3 The Distributor may not sub-licence or re-grant the rights granted to it in this clause 5 without 4.2 The Distributor must print the Materials on Macquarie’s prior written consent. reasonably high-quality paper and must not make any changes to colours, formatting, layout 5.4 The Distributor agrees it is responsible for or content without Macquarie’s prior written obtaining any approvals, authorisations and consent. accreditations (and at its own cost) necessary or desirable to enable the Product to be 4.3 Within 8 weeks of receipt of the Materials the distributed or sold in the Territory. Distributor agrees to provide Macquarie with a proof copy of the Materials intended for 5.5 The Distributor agrees to consult with distribution through PDF (Proof), for Macquarie when setting the sale price, however Macquarie’s review and approval. If Macquarie the parties acknowledge that the Distributor notifies the Distributor of any reasonably may set the sale price of the Products at its requested corrections or edits, the Distributor discretion. must promptly amend the Proof and provide Macquarie with the revised Proof. Macquarie 5.6 The Distributor agrees to use its best will provide the Distributor with its written endeavours to market the Products, including confirmation that the Proof has been accepted providing or arranging such commercially for printing purposes. reasonable marketing resources as may be reasonably expected to bring the Products to 4.4 The Distributor agrees that it will not in any way the attention of as many purchasers and or at any time erase, obscure, modify or alter potential purchasers as possible. any copyright notice, logo or Trademark present in the Materials or Product nor alter or modify 6. Licence to Trademarks the Materials or Product in any way (subject to 6.1 Macquarie grants to the Distributor a non- exclusive and non-transferable licence during the Term within the Territory to use the Trade Marks to advertise, market and promote (including on appropriate websites and online platforms) the Products, as provided for in this agreement, provided that all uses of Licence - Print Distribute_Clean - MS Clause (Estonia May 2025) Page 6 of 10  Macquarie’s Trademarks shall require 6.5 The Distributor acknowledges that: Macquarie’s prior written approval. (a) Macquarie is the owner of all Intellectual 6.2 The Distributor must not sub-license or assign Property rights in the Trademarks; any of the rights granted to it under this clause (b) this agreement does not transfer to the without the prior written consent of Macquarie, Distributor any title to the Intellectual which Macquarie may or may not grant in its Property rights in the Trademarks; and absolute discretion. (c) all goodwill that may arise from the 6.3 The Distributor must not: Distributor’s use of the Trademarks inures to Macquarie’s benefit exclusively. (a) use the Trademarks for any purpose other than as trade marks in 7. Payment connection with the promotion of the Products, without the prior written 7.1 In consideration of the licences granted to the consent of Macquarie (which it may Distributor, the Distributor must pay to grant or withhold in its absolute Macquarie the Fee. Payment must be made in discretion); Australian currency free of any levies, bank (b) use a Trademark either by itself or as charges or exchange charges. part of any other identification or name in relation to any products, 7.2 The Distributor must pay the Fees to Macquarie goods or services not supplied or in arrears by the conclusion of the agreement. licensed by Macquarie; 7.3 Within 30 days of the printing of the agreed (c) use the Trademarks in any way as to items the Distributor will notify Macquarie. express or imply an endorsement by Macquarie of the Distributor’s 7.4 Macquarie agrees to invoice the Distributor for business; the agreed fees and the Distributor must pay any such invoice in Australian dollars within 30 (d) use any mark or logo in its business days of the date on which Macquarie submits which is similar to, substantially the invoice. similar to or nearly resembles any of the Marks so as to be likely to cause 7.5 The Distributor grants to Macquarie a non- deception and confusion among the exclusive, non-commercial, royalty free, public; worldwide licence to use the Report, and any (e) knowingly use the Trademarks in a content in the Report, for reporting and manner which would jeopardise or marketing purposes (for example, to provide invalidate any registration (or reports to ERA), internal business, research prejudice any application for and teaching purposes. registration) of the Trademarks or could assist or give rise to an 7.6 Words defined in A New Tax System (Goods application to terminate, revoke or and Services Tax) Act 1999 (Cth) have the dilute any such registration same meaning in this clause 7.6. If any supply under this agreement is a taxable supply, the 6.4 If it comes to the Distributor’s notice that: party making the supply may, in addition to any payment for the supply, recover the amount of (a) any third party is using, or proposing to the GST applicable to the supply. Any amount use, any trade name, trade mark, get-up or of GST payable is payable at the same time as design in the Territory that may contravene the payment for the supply to which it relates. any of Macquarie’s rights in the Trademarks; or 7.7 The Distributor must keep proper records and (b) any person alleges that the Trademarks or books of account that will enable the Fees to be any of Macquarie’s rights in them are verified. invalid or open to challenge, or that use of 7.8 From time to time on reasonable notice from the Trademarks by Macquarie or the Macquarie, the Distributor must give Macquarie Distributor infringes the rights of any other or its authorised agent or representative access person, to the records and books of account for the the Distributor must promptly inform (providing purpose of inspecting them and verifying and/or relevant particulars) Macquarie of the matter. determining all amounts and other matters detailed (or which should have been detailed) in Licence - Print Distribute_Clean - MS Clause (Estonia May 2025) Page 7 of 10  the reports provided pursuant to clause 9.3 of (e) if any such Confidential Information is this agreement. retained pursuant to sub-clause 9.2(d), the terms of this agreement remain in full force 8. Media and Publicity and effect with respect to such Confidential Information so retained for so long as such 8.1 Any media releases or announcements by the Confidential Information is retained. Distributor about this agreement or the licensing of the Materials require the prior written 9.3 Neither party will be in breach of any obligation approval of Macquarie. to keep any Confidential Information confidential to the extent that it: 8.2 The Distributor acknowledges that Macquarie is (a) is disclosed to the Receiving Party's under no obligation to endorse the Distributor, employees or agents as necessary for the its products or business. performance of this agreement and such employees or agents are instructed as to 9. Confidential Information the confidential nature of the information; 9.1 Each party must not during the Term or for five (b) is required to be disclosed by law and the years after the end of the Term, disclose to any Receiving Party first informs the Disclosing third party, or use for any purpose except Party of the intended disclosure and carrying out the Project, any of the Confidential cooperates with the Disclosing Party to Information of the other party. limit disclosure as reasonably requested; (c) is disclosed to the Receiving Party's 9.2 The party receiving Confidential Information solicitors, auditors, insurers or (Receiving Party) must: accountants; or (a) take all reasonable steps, and do anything (d) is approved for release in writing by an reasonably required by the party disclosing authorised representative of the Disclosing the Confidential Information (Disclosing Party. Party), to keep the Confidential Information under the Receiving Party's control; 10. Privacy (b) immediately notify the Disclosing Party if 10.1 Where a party has access to Personal the Receiving Party becomes aware of any Information in order to perform its obligations unauthorised access to, or use or under this agreement, the party holding the disclosure of, any Confidential Information; Personal Information must comply with the requirements any privacy legislation applicable (c) not use, copy or reproduce, nor cause or to the party, including if applicable, the Privacy allow any other person to use, copy or Act 1988 (Cth). reproduce, any Confidential Information other than in accordance with this 11. Termination agreement; (d) immediately upon completion of the 11.1 A party may terminate this agreement in writing Project or termination of this agreement if the other party breaches a term of this deliver to the Disclosing Party, or if directed agreement and fails to remedy the breach within by the Disclosing Party destroy, every copy 30 days of receiving notice requiring it to do so. of Confidential Information in the Receiving Party's possession, except that: 11.2 Macquarie may terminate this agreement in writing if: (i) they may retain one copy of the (a) the Distributor has entered into any form of Confidential Information to the extent insolvency, liquidation or external required to comply with applicable law administration, whether voluntary or or regulation; and involuntary, formal or otherwise; or (ii) they need not destroy copies of any (b) the Distributor is charged with a breach of computer records or files containing any law or is the subject of proceedings or the Confidential Information which investigations commenced or threatened have been created as a result of by the Independent Commission Against automatic archiving or back-up Corruption, the NSW Police Force or a procedures on secured central similar public body whether of a state, storage servers and which cannot territory or the Commonwealth or in any reasonably be deleted; and other country. Licence - Print Distribute_Clean - MS Clause (Estonia May 2025) Page 8 of 10 11.3 The Distributor may terminate this agreement (including negligence) arising from or in any for convenience on 90 days written notice. way related to this agreement or the Project. 11.4 If this agreement is terminated for any reason, 12.3 Each party’s liability to the other party under this then: agreement is reduced to the extent that any damages, liability, loss or costs arise from or are (a) each party must return all property in their attributable to, any negligent act or omission of possession belonging to the other party, the other party or its officers, employees, agents including Confidential Information and or contractors. Intellectual Property; (b) if the Distributor possesses unsold copies 12.4 Each party must maintain insurances of the Products (including such copies that appropriate to its involvement pursuant to this have been ordered for printing prior to agreement. On request, a party must provide termination), then Macquarie grants the evidence to the other party of the currency of Distributor a non-exclusive right (subject to such insurance policies. the terms of this agreement including payment of royalties) to sell those copies 13. Notices of the Products for a period of 12 months from the date of termination. After this time, 13.1 A notice, request or other communication to a unless otherwise notified in writing by party (Notice) under this agreement, must be in Macquarie, the Distributor must destroy all writing and be delivered by hand or sent by Products; and prepaid post, or email to the notice address, or email address of that party as specified in the (c) subject to clause 11.4(b), if the Materials Details. are made available on the Distributor’s digital store, the title will be removed from 13.2 Notice is given or served: the digital store. (a) if delivered by hand, upon delivery; 11.5 Termination of this agreement is without (b) if in the form of a letter sent by prepaid prejudice to the rights of the terminating party to post, three days (eight days if sent from obtain damages for any breach of this one country to another country) after the agreement. date on which it was sent; and 11.6 Clauses 3 (Ownership of Materials) 9 (c) if by email, when the recipient (Confidential Information), 10 (Privacy), 11 acknowledges receipt of the Notice by (Termination), 12 (Liability) and all other return email to the sender (other than by clauses required to give those clauses effect automatic acknowledgment sent by the survive the termination or expiration of this recipient's server). agreement. 13.3 A Notice that would be given or served on a day 11.7 The agreement may be extended by both which is not a business day in the place to which parties in writing ninety (90) days prior to the the Notice is sent, or is later than 5:00 p.m. Agreement End Date. (local time) it will be taken to have been given or served at the commencement of the next 12. Liability business day in that place. In the case of a university party, that party’s closure days are 12.1 The Distributor must indemnify and keep taken to be not business days for the purposes Macquarie indemnified from and against any of this clause 13.3. liability incurred by Macquarie; the illness, injury or death of any persons; any loss or damage to 13.4 A party may change its Notice address or email the property of Macquarie or a third party; and address by Notice to the other party. any loss or expense incurred by Macquarie in dealing with any claim against it arising directly 14. Formal Terms from or in connection with the Distributor’s use of the Materials (including the Products). 14.1 This agreement is governed by the laws of New South Wales and any dispute relating to it must 12.2 Neither party is liable to the other party for only be referred to the courts of New South consequential or incidental damages, or loss of Wales and the Federal courts of Australia. profits, revenue, goodwill or opportunities in contract, tort, under any statute or otherwise 14.2 Nothing in this agreement constitutes a relationship of employer and employee, principal and agent, or trust, or partnership Licence - Print Distribute_Clean - MS Clause (Estonia May 2025) Page 9 of 10  between the parties. Neither party has authority clause except where a party seeks urgent or power to bind the other party. interlocutory relief. 14.3 If there is an inconsistency between a provision (a) A party to this agreement claiming that a of the Details, the General Terms or a schedule Dispute has arisen out of or in relation to or annexure then the provisions of the first- this agreement must give written notice mentioned prevail. (the Dispute Notice) to the other party to this agreement specifying the nature of the 14.4 If any clause or any part of this agreement are Dispute. adjudged by a court or other legal authority of (b) Within fourteen (14) days of receipt of the competent jurisdiction to be invalid, that Dispute Notice (or such further period as judgment does not affect the remainder of this agreed in writing by them) the parties must agreement, the terms of which remain in full agree: force and effect. (i) the dispute resolution technique (e.g. 14.5 This is the entire agreement between the expert determination) and procedures parties about its subject matter and replaces all to be adopted; oral and written prior communications and (ii) the timetable for all steps in those agreements between the parties. procedures; and 14.6 The Distributor may not sub-contract the (iii) the selection and compensation of the performance of any part of this agreement for independent person required for such which it is responsible. technique. (c) If the parties cannot agree to the matters 14.7 This agreement may only be varied by the set out in clause 14.9(b) within fourteen parties in writing, including by way of e-mail (14) days, the parties must mediate the exchange between all the parties to this Dispute in accordance with the Mediation agreement confirming the variation. Rules of the Law Society of New South 14.8 A waiver by a party of any breach or of a failure Wales, and, the President of the Law to comply with any provision of this agreement Society of New South Wales or the by the other party has no effect unless it is in President’s nominee will select the writing. mediator and determine the mediator’s remuneration. 14.9 In the case of a dispute arising under this (d) If the Dispute has not been resolved within agreement (the Dispute) a party to this a timeframe agreed under clause agreement must not commence any court or 14.9(b)(ii), either party may at their arbitration proceedings unless the parties have discretion institute legal proceedings. complied with the following paragraphs of this 14.10 This agreement may be signed in counter parts and when taken together constitute the one document. The counterparts may be exchanged electronically. Licence - Print Distribute_Clean - MS Clause (Estonia May 2025) Page 10 of 10