Company. And. Contractor NORFOLK INDEPENDENT CONTRACTOR AGREEMENT

Transcription

1 Company And Contractor NORFOLK INDEPENDENT CONTRACTOR AGREEMENT

2 CONTENTS 1 Interpretations and Definitions Provision of Services by the Contractor Variations Fees Payable by the Company Term and Engagement Termination Travel and Location of Services Force Majeure Reporting Status of Contractor Conflict Of Interest Suspension and Deferment of the Services Intellectual Property Rights Confidentiality Insurance Compliance with Laws Health, Safety and Environment Non Waiver Notices Subcontractors and Assignment Governing Law Special Conditions Goods and Services Tax Indemnity ANNEXURE A... 14

3 THIS AGREEMENT is made on BETWEEN [Company], ABN [insert] of Level 5, 50 Berry Street North Sydney NSW 2060 ( Company ) AND [Contractor] ABN [insert] of [insert address] ( Contractor ) RECITALS A B C Company wishes to engage the Contractor to perform the Services. The Contractor has represented to Company that it possesses the required skills and expertise to carry out the Services. The parties have agreed to enter into this Agreement to regulate the basis on which the Contractor will perform the Services for Company. IT IS AGREED as follows: 1 Interpretations and Definitions 1.1 Unless the context otherwise requires, or except as otherwise defined in Clause 1.2: (c) (d) (e) (f) The singular includes the plural and visa versa; A person includes a firm, an individual, a body corporate, an unincorporated association, a government or any government authority and the agents of that person, or any other form of entity; An agreement, liability, obligation, representation or warranty on the part of or in favour of two or more persons binds or is for the benefit of them jointly and severally; A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; A reference to a person includes a reference to the person s executors, administrator, successors, substitutes (including, without limitation, persons taking by novation) and assigns; and A reference to a Clause is a reference to a Clause in this Agreement. 1.2 Unless the context otherwise requires: Agreement means this agreement and each relevant Term Sheet. Company means company named as such in this Agreement and its successors and assigns to whom or at whose request the Contractor will provide the Services. Company s Representative means the person or persons named as such in this Agreement or in a Term Sheet and any other person nominated as such by Company from time to time. A person nominated as the Company s Representative in a Term Sheet will be the Company s Representative for the purposes of that Term Sheet only. Page 1 of 15

4 Confidential Information means all information provided to or developed by the Contractor in the course of or in anticipation of providing the Services including all trade secrets, ideas, concepts, drawings, designs, specifications, data information of any kind, secret or confidential operations, processes or policies, business processes or methods or dealings, estimates, calculations, reports, models, computer programs or source codes, articles, information, files and data or any other information concerning Company, its business, commercial feasibility studies, demand projections, marketing, publications, legal aspects, finances, transactions or other affairs of Company or any of its related or subsidiary corporations and in any form or medium whatsoever and includes all Documents. Contractor means the person named as such in this Agreement who will provide Services and where the context permits, any person providing the Services on behalf of the Contractor. Contractor s Representative means the person or persons named as such in this Agreement or in a Term Sheet and any other person notified as such by the Contractor to Company from time to time. A person nominated as Contractor s Representative in a Term Sheet if different to the person nominated in this Agreement will be the Contractor s Representative for the purposes of that Term Sheet only. Commencement Date means the date set out as the commencement date in the Term Sheet. Default means any breach by the Contractor of the terms of this agreement. Direction means any agreement, approval, authorisation, decision, instruction, notice, order, request or requirement which a person makes, gives or issues pursuant to this agreement. Document means all material stored by any means and produced or used in connection with this agreement including estimates, calculations, reports, models, computer programs or source codes, articles, information, files and data and any Direction or agreement modifying or clarifying any matter relating to this Agreement. Fees means the fees specified in the relevant Term Sheet and includes any expenses and costs incurred by the Contractor which Company has explicitly agreed (in writing) to pay. Force Majeure event means all causes or events that are beyond the reasonable control of a party, which cannot be reasonably foreseen, are unavoidable and which occur after the Commencement Date and which prevent, delay or hinder the performance of the duties and obligations of that party under this Agreement and without limit includes events such as acts of God, civil commotion, government intervention, strikes (not specific to that party), floods, fire or other natural physical disasters. Governmental Instrumentality means any federal, state, or local government or any ministry, department, court, commission, board, agency, institution or similar entity of any such government body. GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act Law includes common or customary law, equity, judgment, legislation, order, regulation, statute, by-law, ordinance or any other legislative or regulatory measure in each case of any Governmental Instrumentality in any jurisdiction whatsoever and includes any amendment, modification to or re-enactment of them. Page 2 of 15

5 Permit means any permit, licence, approval, consent, authorisation, clearance, release, certificate or other requirement that is required from any Governmental Instrumentality in order to be able to provide the Services. Relevant Works means any discovery, invention, secret process, design or engineering or construction practice, improvement in procedure or any other matter discovered by or on behalf of the Contractor in the course or in anticipation of providing the Services. Services means all the services which the Contractor agrees to provide to Company in any Term Sheet. Site means any location at which the Services are to be provided, including but not limited to any location specified in any Term Sheet. Specified Personnel means the persons named as such in the Term Sheet. Term Sheet means the terms, substantially in the form of the pro forma term sheet annexed to this Agreement, signed by both Company and the Contractor under which Company requests the Contractor and the Contractor agrees to provide the Services specified in that term sheet to Company in accordance with the terms of this Agreement. Termination Date means the date specified as such in the Term Sheet as varied by written agreement between the parties from time to time. Termination Event means: (c) (d) (e) (f) any serious or persistent breach of any of the provisions of this Agreement by the Contractor; negligence or wilful misconduct by the Contractor, any of the Specified Personnel or any employee or subcontractor of the Contractor in the provision of the Services; the Contractor being placed under any form of external administration, committing an act of bankruptcy or making any arrangement or composition with its creditors; a change in control of the Contractor which Company reasonably believes will affect the performance of the Agreement; the Contractor s Representative or any of the Specified Personnel committing an act of bankruptcy or making any arrangement or composition with the creditors of the Contractor s Representative or of any of the Specified Personnel (as applicable); or the Contractor s Representative or any of the Specified Personnel being convicted of any criminal offence, other than an offence which in the reasonable opinion of Company does not affect the provision of the Services. 2 Provision of Services by the Contractor 2.1 The Contractor agrees to provide the Services to Company as specified in this Agreement and in each Term Sheet. 2.2 All Services must be identified in a Term Sheet signed by the Contractor and Company prior to the commencement of the relevant work. If Company requires work to be performed which is not within the scope of an existing Term Sheet, a supplemental Term Sheet must be executed by both Company and the Contractor prior to the performance of that work, without which the Contractor must not commence that work. Page 3 of 15

6 2.3 Term Sheets and all notices under this agreement may be signed on behalf of Company by the Company s Representative and on behalf of the Contractor by the Contractor s Representative. 2.4 The provisions in any Term Sheet are effective only for that Term Sheet and will not affect any past, current or future work under any other Term Sheet. 2.5 The Contractor covenants with Company that the Services will be performed with professional skill, care and diligence in an efficient, prompt, economical, skilful and careful manner in accordance with the best applicable standards and practices. 2.6 Where individual(s) are identified as Specified Personnel the Contractor agrees to provide the Services through the Specified Personnel. 2.7 The Contractor covenants with Company that all of the Contractor s personnel who carry out the Services hold all required licences and qualifications and are competent to perform the Services. 2.8 The Contractor covenants with Company to commence the Services on the Commencement date specified in the Term Sheet and to attend to the provision of the Services diligently so they will be completed by the Termination date or within the time specified in the Term Sheet, or if no date or time is specified then as quickly as is reasonably possible in accordance with good industry practice and standards. 2.9 The time in which the Contractor is required to perform the Services may be extended by Company to the extent that the Contractor is delayed in being able to perform the Services by Company under this Agreement. Any additional Fees will be valued in accordance with Clause The Contractor must ensure that the Contractor s Representative is available to address all enquiries by and complaints of Company. By naming the Contractor s Representative, the Contractor represents to Company that the Contractor s Representative has the authority to make all necessary decisions upon all relevant matters and agrees that those decisions will be binding upon the Contractor The Contractor must promptly inform Company in writing if any information or any Document provided to the Contractor by or on behalf of Company is inadequate to enable the Contractor to properly provide the Services or contains any inaccuracies, ambiguities or discrepancies Company will, if requested in writing by the Contractor, give the Contractor, orally or in writing (at the discretion of Company), Directions and information sufficient to define the Services required and facilitate the provision of the Services by the Contractor The Contractor must: (c) (d) (e) provide, at the Contractor s cost, all goods required to enable the Contractor to perform or deliver or that are incidental to, the Services; obey all applicable Laws and obtain all Permits required to perform the Services and provide copies of those Permits to Company; comply with all lawful Directions given by the Company s Representative from time to time; if required by Company, maintain back-up copies of all Documents in a separate and secure location; and conduct the Services in a manner causing minimum inconvenience and damage to Company, its employees or other contractor s of Company. Page 4 of 15

7 2.14 If any Services performed by the Contractor are determined by the Company s Representative acting reasonably not to have been performed in a good and workmanlike manner or otherwise not to be in compliance with this Agreement, the Contractor must, at its own expense, immediately rework, repair or replace the defective Services in a manner complying with this Agreement The Contractor must not permit any lien or charge to attach to the Services (or to the result produced by the Services), to any goods or materials provided by the Contractor in connection with the Services or to the Site and must promptly pay all amounts due for equipment, materials, supplies, subcontractors and labour used in performing the Services. 3 Variations 3.1 If Company wishes to make a minor (i.e. non material) variation to the Services under any Term Sheet, Company may, by written notice to the Contractor, vary the scope of the Services (by changing the character or quality of, increasing or decreasing or omitting any part of the Services) and the Contractor must comply with that Direction. A minor variation is one within the general scope of this Agreement that does not have a material effect on the amount or nature of the work the Contractor has to carry out to deliver the Services or the timeframe in which the Services are to be provided. The Fees payable by Company to the Contractor shall be adjusted by Company (upwards or downwards) to reflect that variation on the same basis that the Fees are determined under this Agreement and under the relevant Term Sheet. 3.2 If Company wishes to make a material variation to the scope of the Services, Company must give the Contractor a written notice detailing the nature of the proposed variation and the Contractor must promptly notify the Company s Representative whether the proposed material variation is feasible and the effect it will have on the Fees and the time frame for completion of the Services (or the affected part of the Services) and shall provide a detailed explanation of how the Contractor determined that effect on the Fees and the time frame. 3.3 Unless Company and the Contractor agree on the effect that a material variation will have on the Fees, the value of the variation and the fees payable as a consequence shall be determined by Company by applying the same rates or prices as are prescribed for the Services or, failing agreement using reasonable rates determined by the Company s Representative. 3.4 If the Contractor requests a variation then Company may agree at its discretion but the Contractor is not entitled to any extension of time or extra payment unless Company otherwise agrees. 4 Fees Payable by the Company 4.1 Company agrees to pay the Fees to the Contractor at the specified intervals in accordance with this Agreement. 4.2 The Contractor must provide a GST compliant tax invoice to or as directed by the Company s Representative on the last day of each month for the Services provided in that month. 4.3 All invoices must refer to this Agreement and the relevant Term Sheet and specify the work performed and expenses incurred during the invoice period including any travel and business expenses for which the Contractor seeks reimbursement and provide documentary evidence to Company s satisfaction including a detailed record of the time spent providing the Services. Page 5 of 15

8 4.4 Company will promptly assess every invoice and notify the Contractor if Company does not accept any item claimed. 4.5 Company will, within thirty (30) days of receipt of each invoice complying with the terms of this Agreement and accepted by Company, pay the amount claimed in that invoice. 4.6 For avoidance of doubt, Company will not make any payment directly to the Specified Personnel or any employee or agent of the Contractor, including any fees, payments, commissions, bonuses, wages, holiday pay, long service leave, sick leave, termination payments, superannuation contributions or any other payment. 4.7 No payment made by Company under this Agreement will be deemed to constitute an admission by Company that any amount invoiced and paid is correct under the terms of the agreement. Company may in good faith later dispute the amount or validity of any amount invoiced and paid and may deduct any disputed amount from payment of any later invoice until the correct amount (if any) is determined. Any dispute, and the withholding of any disputed amount by Company, will not constitute a default by Company under this Agreement. 5 Term and Engagement 5.1 This Agreement will commence on the Commencement Date and will terminate automatically at 5pm on the Termination Date unless terminated at an earlier date in accordance with the terms of this Agreement. If a Term Sheet is signed by both parties after the Termination Date on the basis that the Services under that Term Sheet are governed by this Agreement then this Agreement will be deemed to have been reinstated and that Term Sheet will be deemed to be made under this Agreement and the date specified for completion of Services under that Term Sheet will automatically become the Termination Date under this agreement as reinstated. 5.2 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all other previous arrangements, correspondence, tenders, representations, proposals, understandings and communications whether oral or in writing including any terms and conditions provided by the Contractor. 5.3 On the date of termination of this Agreement, the Contractor must give the Company s Representative: a written report on the current status of all Services; a future work plan, including the estimated cost and time to complete, for any Services not completed; and (c) details of any other transactions, matters and things related to Company or the affairs of Company with which the Contractor was entrusted, and must submit a final invoice in accordance with this Agreement within one month following that date. Unless requested by Company in writing to continue work under this agreement after the date of termination, the Contractor is not entitled to payment for any work performed after that date. 6 Termination 6.1 Company may at any time prior to the Termination Date terminate this Agreement on giving seven (7) day s written notice to the Contractor. Company will pay to the Contractor a pro rata amount of the Fees relating to the period up to and including the day of termination. Page 6 of 15

9 6.2 Company may terminate this Agreement with immediate effect by notice to the Contractor if at any time: (c) Company has notified the Contractor of a Default and the Contractor has failed to remedy the Default within three (3) days after receiving the notice from Company or such other time as agreed by the parties; or a Termination Event occurs; or the Contractor repudiates this Agreement or the terms of any Term Sheet. 6.3 The Contractor may at any time prior to the Termination Date terminate this Agreement on giving twenty-one (21) day s written notice to the Contractor. Company will pay to the Contractor a pro rata amount of the Fees relating to the period up to and including the day of termination. 6.4 Upon termination of this Agreement for any reason the Contractor must promptly deliver to Company all Confidential Information and other information produced by or that is in the possession or control of the Contractor which in any way relates to the Services or the business of Company. 6.5 Termination of this Agreement also terminates every Term Sheet then current. 7 Travel and Location of Services 7.1 Unless otherwise agreed, the Fees include, and the Contractor will be responsible for, the provision of the Contractor s own office accommodation, equipment, travel to and from the Site, communication and other expenses associated with providing the Services. 7.2 The Contractor may be required to travel to, or perform the Services at, locations other than the Site as required by the Company s Representative. Any such requirement must be notified to the Contractor in writing and Company will pay reasonable costs associated with that travel as determined by Company. 7.3 Any travel undertaken by the Contractor at the request of the Company s Representative at locations other than the Site, must be booked through a travel agency nominated by Company in accordance with Company s standard policies from time to time. 7.4 Company will only pay for time spent travelling on the weekend or outside the normal times of performance of the Services if specifically agreed to in advance and writing by the Company s Representative. 8 Force Majeure 8.1 Either party whose obligations under this agreement have been delayed or hindered by the occurrence of a Force Majeure event will not for the duration of such Force Majeure event be deemed to be in breach of this Agreement. 8.2 If Force Majeure event exists for a continuous period in excess of two (2) months, either party may at any time after the expiry of that time, terminate this Agreement with immediate effect by written notice to the other party. Page 7 of 15

10 9 Reporting 9.1 The Contractor must provide brief written monthly progress reports to the Company s Representative reviewing the current status of progress on the Services and setting out the Contractor s future work plan. The progress reports must be in a form prescribed from time to time by the Company s Representative. The Company s Representative may request more frequent progress reports. The Contractor must comply with all reasonable requests for reports by the Company s Representative. Time spent preparing progress reports will not be chargeable to Company. 10 Status of Contractor 10.1 The Contractor warrants that it is an independent professional contractor and is not for any purpose a partner, joint venturer, servant, legal representative, agent or employee of Company or any related body corporate of Company. None of the Contractor s employees are employees of Company and the Contractor will be responsible for all of its obligations as their employer (including insurances and payment of superannuation). The Contractor indemnifies Company for all loss or damage suffered by Company or any related body corporate of Company as a result of any of the Contractor s personnel being deemed to be an employee of Company or its related body corporates The Contractor does not have the authority to bind Company and must not represent to third parties that the Contractor has any such authority The Contractor must not retain the services of any third party on behalf of Company or on its own behalf for the purpose of providing the Services without the prior written consent of the Company s Representative unless that arrangement is disclosed in this Agreement. 11 Conflict Of Interest 11.1 The Contractor must not during the term of this Agreement accept any instructions or act on behalf of any organisation that is in competition or conflict with Company without the prior written approval of Company which Company may withhold or grant on any terms Company considers appropriate at its discretion if, in Company s opinion, accepting those instructions could: adversely affect the Contractor s ability to provide the Services; or involve the Contractor directly or indirectly in any work for any person, corporation or entity (or of any of their related corporations) involved in direct competition with Company without the prior written consent of Company (which will not be unreasonably withheld) The Contractor must avoid any circumstance or matter which may give rise to a conflict of interest between Company and the Contractor or which may conflict with the Contractor s obligations to Company and must notify Company in writing of any such circumstance or matter as soon as the Contractor becomes aware of it. This information will be treated by Company as confidential. Page 8 of 15

11 12 Suspension and Deferment of the Services 12.1 Company may, at any time and from time to time, by written notice to the Contractor, suspend or postpone the provision of all or any part of the Services for any period. Company must pay to the Contractor all Fees, and expenses calculated in accordance with this Agreement that have been incurred by the Contractor up to the time of the suspension (or, if not specified in this agreement then calculated reasonably on a pro rata or quantum meruit basis) but will not be obliged to pay for any Fees or expenses during the period of suspension or postponement. Company may direct the Contractor to recommence providing the suspended Services on reasonable notice If the Contractor wishes to suspend the provision of any part of the Services the Contractor shall obtain the prior written consent of Company, which Company may withhold or grant on any conditions Company wishes. The Contractor may recommence providing the suspended Services by agreement with Company Suspension shall not affect the date for completion of the Services but the cause of that suspension may give rise to such grounds. 13 Intellectual Property Rights 13.1 The Contractor assigns absolutely to Company all of the Contractor's future right, title, interest and property (including all forms of intellectual property rights) in all Relevant Works (the Rights). The Contractor warrants that it has the power to make this assignment and is entitled to deal with those Rights. The Contractor will sign any instrument and do any act necessary to perfect the assignment if requested to do so by Company Company shall have full title and all rights in and to (including the sole right to obtain patents on) any inventions, trademarks, designs or other intellectual property rights created as a result of performance of the Services, including the Rights. Any computer programs, applications, methods, mechanised design practices, layouts and systems developed by the Contractor in the performance of the Services shall be the exclusive property of Company. 14 Confidentiality 14.1 Unless otherwise instructed by Company, all Documents and other information supplied by Company to the Contractor, or created or acquired by the Contractor in the course of providing the Services, constitute Confidential Information. All Confidential Information must be returned to Company by the Contractor upon termination of this Agreement or completion of the relevant Services under a Term Sheet The Contractor: (c) (d) acknowledges that Confidential Information is and remains confidential to and the property of Company; covenants to use all reasonable endeavours to ensure that the Confidential Information remains confidential and will not at any time use any Confidential Information for any purpose other than to provide the Services; must ensure that all of its employees and agents (including the Specified Personnel) involved in providing the Services are bound by and adhere to a duty of confidentiality at least equivalent to that which binds the Contractor under this Agreement and are made aware of that duty in relation to the Confidential Information; must not (and must ensure that its employees and agents, including the Specified Personnel, do not) at any time disclose the Confidential Information to any third party including any employee or agent or professional adviser of Company (or any associated entity of Company) without Company's prior written consent which Company may grant or withhold at its unfettered discretion. Page 9 of 15

12 14.3 The Contractor covenants that upon termination of this Agreement (and at any other time upon demand by Company), the Contractor will deliver up to Company all copies of any Confidential Information that is or has been in the Contractor's custody, power, control or possession. The Contractor must do this within 24 hours of the termination (or demand) or within any other period as Company nominates If: (c) through no act of or omission or default by the Contractor, any part of the Confidential Information is in the public domain; or Company has notified the Contractor in writing that Company no longer requires the Contractor to maintain the confidentiality of the relevant part of the Confidential Information; or the Contractor is required by Law to disclose Confidential Information,then the confidentiality obligations in this clause shall no longer apply to that part of the Confidential Information but in the case of (c) only to the extent necessary to permit the Contractor to comply with those obligations and after notifying Company of that requirement. This provision does not excuse any prior or subsequent breach of this clause and Company's rights and remedies in respect of any breach are expressly preserved The confidentiality obligations of the Contractor under this Agreement continue after the termination of this Agreement. 15 Insurance 15.1 The Contractor must maintain the following insurance coverage with insurers approved by Company (which approval will not be unreasonably withheld). Each policy must, except for the professional indemnity insurance or where prohibited by law, name Company as a separate insured: (c) (d) workers compensation and occupational disease insurance to cover statutory and common law claims and liabilities arising out of work related injuries or incapacities; public liability insurance in a sum insured of not less than $10,000,000 per occurrence or such other sum as is reasonably nominated in the Term Sheet; professional indemnity insurance for a sum not less than $10,000,000 or such other sum as is reasonably nominated in the Term Sheet, any other insurance which is compulsory under any Law or specified in a Term Sheet The Contractor must produce to Company policies of insurance or certificates of currency of insurance as required above, for approval prior to commencing the Services. 16 Compliance with Laws 16.1 The Contractor must comply with all Laws and provisions of relevant Permits. The Contractor must promptly notify Company in writing if the provision of Services conflicts with or breaches any Laws or Permits or if any approvals necessary for the provision of the Services have not been obtained and must rectify that situation immediately. Page 10 of 15

13 17 Health, Safety and Environment 17.1 The Contractor acknowledges that Company has specifically drawn the Contractor s attention to the Contractor s obligation to comply with Laws regulating workplace health and safety and environmental protection The Contractor must provide a safe system of work for all the Contractor s personnel and ensure they comply with Company s applicable health, safety and environmental policies and procedures as amended from time to time and ensure that every employee and agent of the Contractor complies with any Direction given by any person in control of every relevant workplace or Site to ensure the health and safety of persons at that workplace or Site Notwithstanding this clause, it is the Contractor s responsibility to identify specific workplace health, safety and environmental requirements of each workplace or Site and ensure all personnel under the Contractor s control are fully conversant with and comply with all relevant Company s policies and procedures To the extent required by Company, the Contractor must ensure the employees of the Contractor, and/or of any subcontractor of the Contractor, are made available for health, safety and environmental training relevant to the Services and the Site. 18 Non Waiver 18.1 Failure or omission by Company at any time to enforce or require strict or timely compliance with any provision of this Agreement will not affect that provision in any way or Company s right later to enforce compliance or seek remedies under this agreement or at Law. 19 Notices 19.1 If any notice is given in writing pursuant to this Agreement, service may be validly affected by its delivery by hand or facsimile or being sent by pre-paid post to the other party s address (or facsimile number) as notified in writing from time to time Service of any notice Direction, request or other communication shall be validly given when: (c) (d) if delivered by hand: at the time it has been delivered; if sent by pre-paid post: two (2) working days after posting, seven (7) days (if from outside Australia); or if delivered by facsimile transmission: on production of a transmission report by the machine from which the notice was sent indicating that the notice sent by facsimile was received in its entirety at the recipient s facsimile number. If delivered by when sent from the sender s computer provided that no undelivered notice is received. 20 Subcontractors and Assignment 20.1 The Contractor must not subcontract the performance of any of its obligations under this Agreement to any person or purport to assign those obligations or any rights under this agreement without the prior written consent of Company which Company may give or withhold at its absolute discretion. 21 Governing Law 21.1 This agreement is governed by the laws of the state of New South Wales and each party submits irrevocably to the exclusive jurisdiction of the courts of that state and courts hearing appeals from those state courts. Page 11 of 15

14 22 Special Conditions 22.1 The additional provisions, if any, set out in the Term Sheet (the Special Conditions) form part of, and apply to Services performed in relation to, that Term Sheet If there is any inconsistency between the Special Conditions and any provision of this Agreement then the Special Conditions will prevail to the extent of the inconsistency but only with regard to the Services under that Term Sheet. 23 Goods and Services Tax 23.1 Any consideration to be paid or provided for a supply made under or in connection with this agreement, unless specifically described in this agreement as GST inclusive, does not include an amount on account of GST Despite any other provision in this agreement, if a party (Supplier) makes a supply under or in connection with this agreement on which GST is imposed: the consideration payable or to be provided for that supply under this agreement but for the application of this clause (GST exclusive consideration) is increased by, and the recipient of the supply (Recipient) must also pay to the Supplier, an amount equal to the GST payable by the Supplier on that supply; and the amount by which the GST exclusive consideration is increased must be paid to the Supplier by the Recipient without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided If a payment to a party under this Agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise The Recipient need not make a payment for taxable supply made under or in connection with this agreement in respect of a taxable supply until the Supplier has given the Recipient a tax invoice for the supply to which the payment relates. The Supplier must give the Recipient an adjustment note for an adjustment arising from an adjustment event relating to a taxable supply made under or in connection with this agreement within seven days after the date the Supplier becomes aware of the adjustment event. 24 Indemnity 24.1 If the Contractor breaches any of its obligations under this Agreement, or if guilty of wilful misconduct or performs the Services negligently, the Contractor must promptly take all actions necessary to return to compliance and shall indemnify Company, its related bodies corporate and their directors, officers, employees, agents, successors, assigns, and controlling persons (each an Indemnified Person) against all losses, claims, damages and liabilities to which an Indemnified Person may become subject to the extent that they are caused by that breach, act of wilful misconduct or negligence and, in addition, will reimburse any Indemnified Person for all expenses (including legal fees and expenses) as they are incurred in connection with the investigation of, preparation for or defence of any pending or threatened related claim of any action or proceeding arising from such breach, wilful misconduct or negligence. Page 12 of 15

15 24.2 To the maximum extent permitted by law, any liability of Company for loss or damage, whether arising under or in connection with or for breach of this Agreement, or in connection with the Services, whether such liability arises in contract, in tort (including negligence), under statute, under any indemnity, by cross claim or otherwise, and whether arising in connection with one or more events, is limited and excluded as follows: Company will have no liability for any consequential or indirect loss or damage, loss of profit or anticipated profit, business interruption losses, production losses, loss of revenue or loss of use; and Company s total aggregate liability for all other claims is limited to the total amount payable under this Agreement. Executed as an agreement Executed by Company: Authorised Representative Witness Print Name Print Name Executed by Contractor or [Contractor Company]: Authorised Representative or [Director/Secretary] Witness or [Director/Secretary signature] Print Name Print Name Page 13 of 15

16 ANNEXURE A (Clause 2.1) (Format of Term Sheet) To: [INSERT DETAILS] ( Contractor ) This Term Sheet is issued pursuant to the Independent Contractor Agreement dated [insert date] for the performance of Services by the Contractor as described below. Unless defined in this Term Sheet, terms that have been defined in the Independent Contractor Agreement have a corresponding meaning when used in this Term Sheet. 1 Date of Issue of Term Sheet: 2 Purchase Order Reference Number: 3 Services: [here describe the Services] (Clause 2.2) 4 Commencement Date: (Clause 2.8 & 5.1) 5 Termination Date: (Clause 2.8 & 5.1) 6 Site: (Clause 7) 8 Fees: [here set out the physical address of the site or sites where the Services are to be performed] [Set out the fee structure including any lump sum payments and schedule of rates] (Clause 4) 9 The time for invoices and payment terms: (Clause 4) 10 Company s Representative: (Clause 2.3 ) 11 Contractor s Representative: (Clause 2.3) 12 Specified Personnel: (Clause 2.6) 13 Insurance requirements and the amount of Insurance: (Clause 15) as per Clause 15 of the Agreement other (delete one, and if other complete details) Page 14 of 15

17 14 Special Conditions (Clause 22) Date: Executed in accordance with the Independent Contractor Agreement: Signed for and on behalf of Company by the Company s authorised representative:.. Signature of the Company s Representative Position Signed for and on behalf of Contractor by the Contractor s authorised representative:.. Signature of Contractor s Representative.. Name of Contractor Position Page 15 of 15