Released
Data Sharing Agreement
under
Between
the
Official
Ministry of Education,
Te Tahuhu o te Matauranga
Information
And
Evolution Networks Limited
Act
1982
For the Purpose of
Matching Student address information against Evolution Networks’ customer address
data to support the connection of student addresses to home internet services
(COVID 19 response)
Signatories
Released
Signed for and on behalf of Ministry of Education /
Te Tahuhu o te Matauranga ………………………………..
Date: ……./……./
28 04 …….
2020
under
Stuart Wakefield
Chief Digital Officer
the
Signed for and on behalf of Evolution Networks Limited
Official
Information
Date: 27/04/2020
Mark Simpson
Business Development Manager
Act
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Parties
Released
The Ministry of Education (the Ministry)
AND
Evolution Networks Limited
Background under
1. In the event that schools have closed, and/or school students need to be educated at home due
to the COVID 19 virus, there is a need to ensure that students access to internet at home to enable
distance online learning.
2. The Ministry has been working with Wireless Internet Service Providers (WISP’s) to identify
the
students that require internet access, and enable internet services to be connected for those
students to enable that student’s distance online learning at home.
Official
3. The WISP’s require student addresses from the Ministry to identify the customer addresses
where services are already enabled.
4. The WISP’s have acknowledged that they do not have the necessary capability or capacity to
undertake the matching of the student addresses to their customer databases.
5. The Parties have agreed, that due to the urgency of connecting students to internet services, the
WISP’s will provide the Ministry with address data from its Customer database, and the Ministry
Information
will undertake the data matching and cleansing required.
6. The Parties acknowledge that this Agreement is limited to the exchange of information.
7. The Parties agree that the data sharing arrangements have had to be constructed in extremely
compressed time due to the necessity to help alleviate COVID 19 risk and support the ongoing
education of students in New Zealand.
Purpose
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8. The purpose of this Agreement is to:
8.1. acknowledge the statutory context in which the information sharing will occur;
8.2. record the Parties agreement of their understanding of what information will be shared, the
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justifications for the information sharing, and how that information will be used by the
Parties.
9. The purpose of the information sharing under this Agreement is to:
9.1. Enable the Ministry to match student address information against Evolution Networks
Limited’s customer database address data to support the connection of student addresses
to home internet services
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10. This Agreement is
not an Approved Information Sharing Agreement under Part 9A of the Privacy
Act 1993 and does
not authorise any breach of the Information Privacy Principles in that Act.
Effect of this Agreement
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11. This Agreement confirms the relationship between the Parties based on a spirit of goodwill and
cooperation.
12. Any schedules attached to this Agreement are regarded as part of the Agreement.
Term of this Agreement
13. This Agreement commences on the date it is signed by both Parties and continues in effect until
under
terminated in accordance with clauses 15 and 16.
Variations to this Agreement
14. This Agreement may only be varied with the agreement of both Parties, and any such variation
the
shall be set out in writing and signed by both Parties.
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Termination of this Agreement
15. This Agreement will be terminate when the matching of student addresses is completed.
16. This Agreement may be terminated earlier than what has been agreed in Clause 13:
16.1.
at any time by agreement in writing of both Parties; or
16.2.
by either Party on 20 days’ written notice to the other Party.
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17. Termination of this Agreement does not affect any accrued rights, obligations or liabilities of
either Party.
Costs
18. Each Party will bear their own costs in relation to this Agreement.
General Administration
Act
19. Any notice to be given under this Agreement must be in writing and delivered by hand, registered
mail or email to Evolution Networks Limited or the Licensee (as the case may be) at the respective
address or number specified in Part 1 of Schedule 1 of this Agreement or most recently notified
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by the recipient to the sender. Receipt will be deemed upon delivery by hand or email or 3
Business Days after posting (whichever is applicable).
20. If any provision contained in this Agreement is held to be illegal, invalid or unenforceable it will
be severable, will be deemed to be deleted from this Agreement and will not affect the validity
or enforceability of the other provisions of this Agreement.
21. This Agreement is governed by the laws of New Zealand and the Parties agree to submit to the
non-exclusive jurisdiction of the courts of New Zealand.
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22. The Agreement contains the entire agreement of the Parties with respect to its subject matter
and supersedes all prior understandings or agreements between any of the Parties in respect of
that subject matter.
23. This Agreement may be executed in any number of counterparts, each of which will be deemed
an original and all of which taken together will constitute a single instrument. Any party may
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enter this Agreement by executing such a counterpart. Copies of an executed Agreement
transmitted by email or facsimile will be sufficient evidence that an original of the Agreement has
been executed.
Legal Authority and Application of the Privacy Act 1993 24. In carrying out their obligations under this Agreement, the Parties will comply with all New
under
Zealand laws including, without limitation, the Privacy Act 1993 (Privacy Act).
25. The Parties acknowledge that the sharing under this Agreement is governed by the
Civil Defence
National Emergencies (Information Sharing) Code 2013 (the Code) under the Privacy Act.
26. The Code provides that in the COVID-19 emergency, agencies can collect, use, or disclose
the
personal information where they reasonably believe all of the following criteria are met:
26.1.
The individual concerned may be involved in the national emergency;
26.2.
The collection, use or disclosure is for a purpose that directly relates to the
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government or local government management of response to, and recovery from, the
state of national emergency caused by the COVID-19 pandemic, and
26.3.
In the case of disclosure, the personal information is disclosed to one of the following
agencies:
26.3.1. A public sector agency;
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26.3.2. An agency that is, or is likely to be, involved in managing or assisting in the
management of the emergency; or
26.3.3. An agency directly involved in providing repatriation, health, financial or other
humanitarian assistance services to individuals involved in the emergency.
27. The Parties agree that the criteria in clause 26 are met, and that the Ministry and Evolution
Networks Limited are agencies involved in managing or assisting in the management of the
emergency.
28. The Parties do not consider that the information matching provisions under Part 10 of the Privacy
Act
Act apply to the data matching exercise to be undertaken under this Agreement.
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Information to be shared and matched
29. The information to be shared under this Agreement is as follows:
Ministry Information
[WISP] Information
Matched Address Dataset for addresses that
Customer Address data (and relevant address
currently have wireless internet services
metadata)
connected
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Use of the Information
30. The [WISP] will provide to the Ministry:
30.1.
The customer address data base (WISP Information) as described in the table in Clause
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29.
31. The Ministry will:
31.1.
match the Evolution Networks Limited Customer Database address data described in
Clause 29 and identify the students that have wireless internet services connected to
their address (Data Matching Exercise); and
31.2.
Supply a report to the Evolution Networks Limited detailing the addresses where
wireless internet services are connected.
under
Confidential Information
32. Information shared under this Agreement, including personal information is considered
Confidential Information. the
33. For the purposes of this Agreement Confidential Information means (in any form, whether
written, electronic or otherwise): Official
33.1.
the WISP’s information
33.2.
The Ministry Information
33.3.
The terms of this Agreement
33.4.
The finances, strategies, management or business operations of a Party or its suppliers
or customers
Information
33.5.
Any information of a Party which might reasonably be expected by that Party to be
confidential in nature
34. Confidential Information does not include information which:
34.1.
Was in the possession of the receiving Party prior to the execution of this Agreement
34.2.
At the time of disclosure is generally available to, and known by, the public (other than
as a result of the disclosure by the disclosing Party)
34.3.
Is or becomes available to, and is legally and properly obtained by, the receiving Party
from a source other than the disclosing Party
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34.4.
Is independently acquired or developed by the receiving Party without violating any of
its obligations under this Agreement.
35. Each Party must at all times:
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35.1.
Keep confidential all the Confidential Information of the other party that it holds and
not use or allow to be used or reproduce any such Confidential Information other than
for the purposes of this Agreement.
35.2.
Only disclose Confidential Information only disclose Confidential Information of the
other party to its employees, agents, consultants or contractors who need to know the
Confidential Information for the purposes of or as contemplated by this Agreement or
to enforce any rights under this Agreement;
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35.3.
Not disclose Confidential Information of a Party to any third party unless permitted
the other Party
35.4.
Ensure that its employees, agents, consultants and contractors are aware of and are
bound by the duty of confidence that is owed by that Party to the other Party.
36.
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If a party becomes aware of any disclosure or distribution of Confidential Information in breach
of this Agreement, that party will promptly notify the other, and the relevant parties shall provide
all reasonable assistance in connection with any proceedings which may be brought in respect of
such disclosure or distribution
37. Nothing in Clause 35 prohibits a party from disclosing information to the extent required by any
statute, regulation, or court order.
38. If a Party is required to disclose any information covered by Clause 33, that Party will:
under
38.1.
Immediately notify the other Party in writing so that it may seek a protective order or
other remedy; and
38.2.
Only disclose the Confidential Information to the extent legally required.
the
Method and Frequency of Information Exchange
39. The information to be shared under this Agreement may include personally identifiable
information ([WISP] Customer details, student’s addresses).
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40. All information shared under this Agreement will be supplied by way of secure Iron Key or
password protected spreadsheet. Any password required to access the information will be
provided by the Ministry separately.
41. The expectation is that information to be shared under this Agreement will be exchanged on a
one-off basis, covering the entire customer base of the WISP. However to enable the Ministry to
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seek status information at different points in time as the COVID 19 response activity requires
there may be a need for additional data matching to take place.
42. Where additional address information is required to support the Data Matching Exercise by the
Ministry, or the understanding of results of the Data Matching Exercise by the Evolution Networks
Limited, additional address information may be sought by either Party so long as the information
sought, and the use of that address information, is consistent with this Agreement.
43. Requests for additional address information should be made in writing and to the relevant
Relationship Manager.
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Security of the Information
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44. The Parties will ensure that:
44.1. All information shared under this Agreement is protected from unauthorised access, use
and disclosure
44.2. All information shared under this Agreement is stored on the Parties own securely
managed computer systems with password and firewall protection with access allowed
only to employees doing work directly related to this Agreement
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44.3. All Ministry and Evolution Networks Limited employees or contractors dealing with the
information exchanged under this Agreement are aware of their responsibilities and the
strict limitations on use and disclosure of any information subject to this Agreement
44.4. Where information shared under this Agreement is kept or stored in any form that might
be easily portable (e.g. printed material, laptop, portable digital assistant, DVD, CD,
Released memory card, or USB portable device) appropriate safeguards will be in place to guard
against any unauthorised access, use or disclosure of the information. If the information
is kept or stored on such a device for the purpose of transfer of source or comparison
information, it will be permanently disposed of once the transfer has been complete.
Breaches of Security or Confidentiality
under
45. The Parties must immediately notify the other Party of any actual or suspected unauthorised
access, use or disclosure of any information exchanged under this Agreement.
46. The Parties must also investigate any actual or suspected unauthorised access, use or disclosure
of any information exchanged under this Agreement.
the
47. If either Party has reasonable cause to believe that a breach of any other security provision in the
Agreement has occurred or may occur, that Party may undertake such investigations as it deems
necessary.
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48. Where an investigation is commenced under this clause, the other Party will provide the
investigating Party with reasonable assistance, and the investigating Party will keep the other
Party informed on the progress and outcome of that investigation.
49. If there has been a security breach, either Party may suspend the exchange of information under
this Agreement by notice in writing to give the other Party time to remedy the breach.
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Destruction and Retention of Information
50. The Parties agree that information provided under this Agreement is subject to the Public Records
Act 2005.
51. The Parties agree that the [WISP] customer database information shared under this Agreement
will be securely disposed of by the Ministry once the matching and analysis process is completed.
52. The Parties agree that the Ministry will retain the data set resulting from the Data Matching
Act
Exercise for as long as necessary to respond and manage its response to Covid-19.
53. The Parties agree that the [WISP} will securely delete the data set provided by the Ministry once
the internet services have been provided to the identified addresses.
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Disputes Resolution
54. If a party believes there is a dispute, that party will promptly notify the other party in writing,
giving details of the dispute. If the dispute isn’t resolved by senior representatives within 20
Working Days of notice, either party will be entitled to promptly submit the dispute to arbitration
by a sole arbitrator (being a New Zealand resident) under the Arbitration Act 1996 and the
following provisions will apply:
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54.1. The arbitrator must be appointed by agreement between the parties provided that, if the
parties cannot agree on an arbitrator within five Working Days of the referral being made,
then the arbitrator will, at the written request of either party, be appointed by the
president for the time being of the New Zealand Law Society (or his/her nominee) or its
successor body. The party making such a request must copy it to the other party.
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54.2. The arbitration will take place in Auckland or Wellington (at the arbitrator's discretion).
54.3. The arbitrator must adopt a procedure which, in the arbitrator's opinion, is the most simple
and expeditious procedure practicable in the circumstances.
54.4. The arbitrator may determine the dispute without a hearing unless either party gives
notice requiring one, in which case the arbitrator must treat that as a material
consideration in assessing costs.
under
54.5. Schedule 2 to the Arbitration Act 1996 will apply.
54.6. The costs of the arbitrator will be borne equally by the parties unless the arbitrator
determines otherwise.
54.7. The parties must co-operate to ensure the expeditious conduct of the arbitration. In
particular, each party must comply with any reasonable time limits sought by the other for
the
settling the terms of reference, interlocutory matters and all other steps preliminary and
incidental to the hearing and determination of the dispute.
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54.8. The Parties must use all reasonable endeavours to co-operate with the arbitrator so that a
final decision can be provided within 40 Working Days from the arbitrator being appointed.
55. For the purposes of clause 54,
Working Day means any day except Saturday, Sunday, a public
holiday in New Zealand, an Anniversary day in Auckland or Wellington or any day in the period
commencing on 24 December in any year and ending on 5 January the following year.
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56. Pending resolution of a dispute, each party will make all reasonable efforts to resolve the dispute
promptly and in a way that minimises any impact on the performance of their respective
obligations under the Agreement. Nothing in this clause will prevent either party from seeking
urgent interlocutory or injunctive relief from the Court.
57. The obligations in this Agreement concerning use, security and disposal of information shall
remain in force notwithstanding any suspension or termination of this Agreement.
Third Party Contracting
Act
58. Any third party contracted to carry out any work in relation to this Agreement that may involve
access to, or use information received under this Agreement, must be subject to confidentiality
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and compliance with laws obligations substantially similar to those set out in this Agreement,
which will be reflected in any associated Contract for Services with the third party.
External Communications
59. The Parties are responsible for complying with their respective obligations under the Privacy Act
and the Official Information Act 1982 (Official Information Act).
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60. In the event that either Party receives a complaint or request under the Privacy Act or Official
Information Act in relation to information exchanged, accessed, used or disclosed under this
Agreement, the Party which receives the complaint or request will consult with the other Party
on the proposed response prior to making a decision on the complaint or request.
61.
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In the event that either Party receives a request from the media in relation to this Agreement or
any information exchanged, accessed, used or disclosed under this Agreement, the Party will
advise the other Party of the media request, and any proposed response to the media.
Relationship Management and Oversight
62. To facilitate and support the relationship between the Parties to this Agreement, and to provide
operational oversight of the information sharing activity, each Party will nominate a Relationship
under
Manager.
63. The Relationship Manager will have oversight of the operation of this Agreement, and be the first
point of contact for each Party with regards to the operation of this Agreement.
64. Schedule One records the Relationship Managers and Technical Contacts for each Party.
the
Official
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Schedule One – Relationship Managers and Technical Contacts
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Ministry of Education
Relationship Manager
Ann Bentley
Project Manager, Equitable Digital Access for Students
[email address]
under
Technical Contact(s)
Mehrdad Fatemi
Architect, ICT Strategy and Planning
[email address]
the
Evolution Networks Limited Relationship Manager
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Mark Simpson
BDM
[email address] Technical Contact(s)
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Paul Andrew
Network Operations Manager
[email address]
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