About Caroline

Caroline is a leading procurement, technology and intellectual property lawyer renowned for her experience and expertise working with the Commonwealth Government. Caroline is a highly effective procurement strategist and negotiator, having advised on a wide range of major Commonwealth projects and led teams of lawyers dealing with drafting, tender compliance assessment, negotiation and the provision of ongoing advice. This is why she is considered a ‘go to’ lawyer for projects requiring in-depth Commonwealth experience.

Caroline has been the lead lawyer for whole-of-government agreements with major vendors and whole-of-government technology panels established by the Digital Transformation Agency (for example the whole of government agreements with SAP, IBM, AWS, Oracle and Microsoft and various panels and marketplaces). She has negotiated with many of the major suppliers to the Commonwealth and knows their negotiating positions and tactics. Caroline has also advised on emerging technologies, including the use of AI, and contract governance and compliance requirements, ensuring procurement strategies align with innovation and policy guidance and requirements.
 

Experience

• Digital Transformation Agency

  Advising on whole-of-government agreements with Microsoft, IBM, SAP, Concur, Amazon Web Services and Oracle. This included preparing and negotiating whole-of-government agreements including specific software, hardware, leasing, support, cloud, systems integration and other modules. Identifying risk areas and proactively offering and developing contractual solutions. Assisting the Digital Transformation Agency in negotiating all terms including cloud services, software licensing and commercial terms. Assisting in the negotiation of specific contracts, e.g. a whole of government contract for SAP software and support. Advising on renewal and renegotiation of these arrangements including to modernise them as technology develops (eg to incorporate cloud services transitions).  Advising on AI contract risks and negotiating provisions that will support agencies in considering options for utilising AI.

• Services Australia

  Conducting a detailed review of Microsoft Co-Pilot terms to identify legal and contractual issues. Considering AI-specific issues such as the difference in risks between the use of AI for performance monitoring and the inclusion of generative AI functionality in tools available to users.  Considering risks associated with links between AI tools and third party vendor products, and considering and advising on data security risks (including relating to the use of data for AI learning).  Advising on contract options for mitigating risks, and information requirements for procurement processes.  This review has been utilised broadly within the Commonwealth and has informed the development of recommended AI clauses and the development of strategies for negotiating AI protections into major vendor agreements (for example, with Microsoft).

• ACCC and FFMA (Future Fund Management Agency)

  Advising on a range of ICT managed services procurements to support key business requirements, and drafting and negotiating AI clauses to ensure each agency is aware of specific AI functionality being utilised, has appropriate controls over that use, especially where it is used for the provision of services, and that the vendors remain responsible for the quality of their services.

• Mulitple government agencies

  Advising on managed services arrangements with specific focus on vendor responsibility for the outcomes of the services, including where AI is used.

• Commonwealth Department of Finance

  Advising on the establishment of a range of whole-of-government ICT panel agreements for desktop, data centre-as-a-service, mobile services, telecommunications, cloud services and drupal services. This includes legal risk assessments and tender compliance reports for multiple tenderers, and negotiating with a range of Tier 1 and other vendors.

• Commonwealth Department of Finance and the Digital Transformation Agency

  Advising on whole-of-government agreements with Microsoft, IBM, SAP, Concur, Amazon Web Services and Oracle. This included preparing and negotiating whole-of-government agreements including specific software, hardware, leasing, support, cloud, systems integration and other modules. Identifying risk areas and proactively offering and developing contractual solutions. Assisting Finance and the Digital Transformation Agency in negotiating all terms including specific licensing and commercial terms. Assisting in the negotiation of specific contracts, e.g. a whole of government contract for SAP software and support.

• Commonwealth Department of Health

  Advising the Department on establishing a new contract for the provision, development and operation of the Pharmaceutical Consolidated Information System (PharmCIS). PharmCIS is used to record and report on the PBS, including changes to it. We advised and assisted with drafting a bespoke IT contract, reviewing the request for tender documentation and assisted in conducting negotiations and updating the contract for final execution. We also assisted Health in reviewing the legal risks relevant to the ongoing operation of PharmCIS, and provided real time ad-hoc advice as required by Health.

• National Health and Medical Research Council

  Advising NHMRC on the procurement of a grants management system. An important feature of this procurement is NHMRC’s objective to ensure that its purchased solution can be made available to other Commonwealth entities and to support grants programs generally. For this objective, we designed a contract providing for clarity in all aspects of the IP rights associated with any offered solution, and providing an IP rights regime that achieves the NHMRC’s objectives. Providing ongoing advice on defective performance and IP rights (including an IP dispute).

• Commonwealth Department of Finance

  Advising on its Commonwealth Budget System Replacement Project – a multi-stage procurement of a configured software system and associated systems integration services (separate contracts).