Helping SaaS Businesses Fly. Retainer Agreement for BigReviewTV Date: April 14, 2016 Created by: Amy Walker This proposed agreement is valid until: April 17, 2016
Introduction Dear Andy, It was really great to meet with you last week, and we believe BigReviewTV has a truly exciting and massive global opportunity. We feel that through Grow SaaS Ltd we can offer you a wealth of experience in your space, helping BigReviewTV to scale even faster. Our key strengths in having developed and implemented Xero's go-to-market strategy globally (in addition to creating and driving key strategies for leading SaaS businesses like GeoOp and Velpic) would be a huge benefit to BigReviewTV, allowing you to leverage our experience and knowledge in order to completely own the market. With a monthly retainer for our services we can assist BigReviewTV with designing and executing on key strategic projects, and continue to assist in advising and refining on these key strategies as you progress down the SaaS growth journey. Sincerely, Leanne Graham Director Grow SaaS Ltd Page 1
Why Us? Whether you are primed to take on your next round of investment, planning to expand into new markets, or looking to scale your business to new heights, iexecute SaaS is there to advise, support, and drive you to success. iexecute SaaS Ltd is a specialist consulting company, focused specifically on educating and assisting emerging SaaS businesses in designing and executing scalable business strategies, in addition to ensuring the right foundations are in place to support such scale. The two founders; Leanne Graham and Amy Walker, have over 35 years combined experience in the technology space. Their experience includes industry leading SaaS businesses such as Xero, where Leanne designed and delivered Xero's global go-to-market strategy (taking Xero from 2,000 to 120,000 customers in only 5 years). They also took GeoOp (a mobile Job management solution based in Auckland, NZ) from a small SaaS business of 6 staff to raise $12 million dollars and list on the NZAX at a $27 Million valuation within the space of 10 months. The team is highly experienced in every aspect of scaling a SaaS business, from creating solid foundations such as financial modelling, organisation structuring, internal systems & processes, tracking and data measurement, to actionable scaling plans and winning go-to-market strategies. Page 2
Our People LEANNE E GRAHAM Transformer for Tech Companies With over 28 years at the top of the software sector, Leanne has built a name for herself by enabling multiple companies to embrace the global opportunity of Cloud and Mobility - propelling technology sector businesses into export successes. She is a driver of change. The companies Leanne works with often have the product, but not the foundations to successfully go-to-market. She put the systems, processes, structure and strategies in place that allow these companies to achieve their dreams of global success. As a co-founder and Director of iexecute SaaS Ltd she is able to use her years of experience and specialist expertise to advise emerging and established SaaS companies in areas like business strategy and execution - providing the tools and foundations for SaaS companies to scale globally. AMY WALKER Specialist in SaaS Strategy & Business Execution With a background originally in finance & accounting, Amy is a firm believer in the value of data, and of using data to validate and continually test new ideas to drive business strategy. Five years ago Amy moved from finance into the SaaS sector, working for leading SaaS companies Xero & GeoOp, in addition to working with a number of emerging SaaS companies in a mentoring capacity. In her tenure within the SaaS sector Amy has worked across all departments, undertaking a wide variety of key strategic projects, from designing and deploying Ecosystem Strategies, to undertaking due diligence for Public Listing (IPO). As a co-founder and Director of iexecute SaaS Ltd, she works closely with clients to bring together leading SaaS strategies supported by solid execution. She believes that the only thing preventing a great idea from scaling globally is executing well. Page 3
Retainer Agreement RETAINER R PERIOD By signing this agreement, BigReviewTV ("Client") has retained Grow SaaS Ltd ("Service Provider") to proceed with consulting services on a monthly basis, for a minimum term of 3 months (starting from the 1st April 2016), and agrees to the Terms and Conditions as set forth in this agreement. RETAINER R HOURS During this period, the Client shall be entitled to 60 hours (8 days) of consulting services per month, on assignments to be determined by the Client. Services rendered beyond the Clients allotted number of hours per month will be billed at the Service Providers standard hourly rate of $250 AUD and will be billed separately, The Service Provider will ensure the Client has full visibility of all hours used per month. WORK PRIORITISATION & LOCATION Work priority and scheduling will be at the discretion of the Client. Work will normally be performed at the offices of the Service Provider, but occasionally may take place at other locations, as required. At times the Service Provider may be required to be overseas due to other client requirements, and the Client understands there may occasionally be delays in communication due to time differences. RETAINER R PAYMENT Payment for retainer services will be to the Service Provider at the rate of $12,000 AUD per month, and will be made for the current month, on the 20th day of each month that this agreement is in force. Page 4
EXPENSES ES INCURRED Any expenses exclusive of normal overheads are not included in this agreement and will be billed separately. Examples of such expenses are: long-distance phone calls, third party software and/or any travel required. CLIENT PROPERTY All materials furnished by the Client will remain the property of the Client and will be returned upon request, or no more than 10 days from the termination of this agreement. TERMINATION N OF AGREEMENT The term of this Agreement is for a minimum period of 3 months, after which this agreement shall continue until terminated by either party for any reason upon 60 days written notice without further obligation or liability. Retainer Summary Below is a summary of the Retainer Terms: Description Monthly Fee Qty Subtotal Retainer r Fees es (AUD) Start Date: 1 April 2016 Retainer per Month: 60 hrs (8 days) $12,000 3 $36,000 Total $36,000 Page 5
Our Terms & Conditions FORM OF ENGAGEMENT iexecute SaaS agrees to supply and BigReviewTV (the 'Client') agrees to pay iexecute SaaS for the services and other deliverables provided. iexecute SaaS will not be responsible for any failure due to the Client failing to perform its responsibilities or due to other circumstances outside iexecute SaaS's reasonable control. CLIENT RESPONSIBILITIES The Client understands that Grow SaaS Ltd is not an employee, and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the virtual nature of the relationship, the Client understands the importance of communication, especially via email. The Client understands that Grow SaaS Ltd is a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects. The Client understands that Grow SaaS Ltd may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work. FEESES The Client shall pay iexecute SaaS the fees stated for the Services ("the Fees"). Fees are payable in the dollar currency stated. Fees do not include GST or other applicable taxes, duties, levies or similar government fees, including penalties and interest. All such applicable Taxes (excluding iexecute SaaS's income tax) may be invoiced by iexecute SaaS to the Client in addition to the Fees. Additional hours are billed in 60 minute increments. All payments rendered are considered fully earned and non-refundable. Unused hours under a retainer agreement are not carried over, unless otherwise agreed by both parties. PAYMENT iexecute SaaS will invoice the Client monthly unless stated otherwise and payment id sue and payable (without deduction or set off) on the 20th of the month. iexecute SaaS shall be entitled to charge default interest calculated on a daily basis on all amounts outstanding at a rate of 18% per annum until the actual date of payment of all amounts, including default interest. iexecute SaaS reserves the right to recover all reasonable expenses (including legal costs on a solicitor-client basis) incurred by iexecute SaaS in collecting amounts overdue. TERMINATION The term of this Agreement is for a minimum period of 3 months, after which this agreement may be terminated by either Party for any reason within 60 days written notice. If proper notice is not provided, no refunds shall be provided and Retainer fees are due in full for the intended month of cancellation. ACCURACY The Client agrees that the accuracy of the information supplied to Grow SaaS Ltd is the sole responsibility of the Client, and that Grow SaaS Ltd is not responsible and shall not be held liable for the results of Services performed on the basis of inaccurate, incomplete or untruthful information furnished by the Client. DELAYS AND VARIATIONS All timetables stated are estimates only. iexecute SaaS will use reasonable efforts to achieve agreed timetables. If a delay in the provision or completion of the Services caused by circumstances outside iexecute SaaS's control occurs, then iexecute SaaS will be entitled to invoice and the Client will pay for all work completed to date. If the agreed date of completion of the Services is passed and not all Services have been completed, then the remaining payments for the remaining Services shall be evenly divided over the total months remaining up to the revised completion date. Any delay in agreeing changes or variations shall not alter any payments due unless specifically agreed in writing. INTELLECTUAL PROPERTY The intellectual property in all pre-existing software, materials, methodologies, data and other information ("Pre-existing IP") supplied by a party pursuant to this agreement and in any modifications to such Pre-existing IP will be owned by the party that supplied the Pre-existing IP (or its third party suppliers). All new intellectual property developed by iexecute SaaS pursuant to this agreement will be owned by iexecute SaaS. The Client is granted a nonexclusive, non-transferable licence to use such Pre-existing IP, modifications and any new intellectual property in the manner envisaged by this Proposal. Page 6
CONFIDENTIAL INFORMATION The parties shall keep all business information, trade secrets and other commercially sensitive information gained pursuant to this agreement confidential and shall ensure that at any time during or after the term of this agreement such information shall not be disclosed to any third party without the consent of the party supplying such information. Confidential information does not include information that is required to be disclosed by law or is in or enters the public domain without a party having breached its obligations under this agreement. WARRANTY iexecute SaaS warrants that the Services will be completed with reasonable due care and diligence. This warranty is applicable for 30 days from the delivery of the Services ("Warranty Period"). All other warranties, representations or conditions, whether express or implied, are hereby excluded to the fullest extent permitted by law. This warranty does not apply if any problems are caused by: consumables or other items not approved by iexecute SaaS; the Client's changes, input, instructions or negligence or that of its employees or contractors; or if there is a substantial change in the operational use of the Services beyond what was agreed between the parties. The Client's sole remedy in respect of a breach of this warranty ("Defect") shall be for iexecute SaaS to use reasonable efforts to rectify the Defect ("Efforts"), which Efforts will be at the cost of iexecute SaaS in the case of a fixed price Deliverable or at the cost of the Client in the case of an alternative price structure (eg time and materials, time-box). No representation or warranty is made with respect to the outcome of such Efforts. LIABILITY In any event, the total liability of iexecute SaaS (including for negligence) shall not exceed the payments made under this Proposal in the 12 months immediately prior to the breach. INDEMNITY The Client hereby indemnifies and will keep iexecute SaaS indemnified against all obligations and liabilities incurred by any act, instruction or omission of the Client in relation to this Estimate. FORCE MAJEURE If either Party is unable to perform its obligations under this agreement due to events beyond its control then either Party shall be released from its obligations under this agreement. GENERAL This agreement supersedes all previous communications, representations, agreements or understandings, verbal or written, between the parties with respect to the Services. If at any time any provision of this agreement is or becomes illegal, invalid or unenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired. No failure or delay by iexecute SaaS in exercising any power or right under this agreement shall be deemed to be a waiver of any such power or right. This agreement shall not be modified or amended except by written agreement between iexecute SaaS and the Client. This agreement shall be governed and construed in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand. Page 7
Signature Please read the contract on the previous page to make sure you understand all the details involved with us working together. It s really important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship. If you have any questions at all, please let us know. We re happy to clarify any points and there may be some items that we can sort out together. We re committed to finding the best way to work together. Once you feel confident about everything and are ready to move forward, please click the 'sign here' button below. Sign in the box that pops up to make the acceptance official. Once we receive notification of your acceptance, we ll email you a separate copy of the signed contract for your records. Amy Walker Director Andy Corner BigReviewTV Date: Page 8