[{"id":"340a6825-6cad-4025-9219-59dda77319a5","order":1,"text":"SERVICES AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"17479b2f-59b7-4bd5-9e9f-9ce9696c73f4","order":2,"text":"(Independent Contractor Agreement)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"455def88-dc63-4fd9-b848-b4838a594d2e","order":3,"text":"PARTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"c2e91140-c67d-4a13-9196-52b9d59262d8","order":4,"text":"Client: [Client company name] ACN [ACN] ABN [ABN], a company incorporated in Australia, of [Registered office address] (the "Client").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6e4cd57-8209-47a4-9b12-c12be6cf7228","value":"company","type":"add","operator":"="}]},{"id":"6beb0762-0f76-4723-8e87-e025cf94b5d2","order":5,"text":"Client: [Client full name] ABN [ABN], of [Address] (the "Client").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6e4cd57-8209-47a4-9b12-c12be6cf7228","value":"individual","type":"add","operator":"="}]},{"id":"71ff78f7-e46e-4d65-be1a-6040aaf962e3","order":6,"text":"Contractor: [Contractor company name] ACN [ACN] ABN [ABN], a company incorporated in Australia, of [Registered office address] (the "Contractor").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"651c96d2-09cc-4978-bfc5-97c70176959c","value":"company","type":"add","operator":"="}]},{"id":"d78d58a9-4a9c-48e9-9553-b761e793efa3","order":7,"text":"Contractor: [Contractor full name] ABN [ABN], trading as a sole trader, of [Address] (the "Contractor").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"651c96d2-09cc-4978-bfc5-97c70176959c","value":"soletrader","type":"add","operator":"="}]},{"id":"7cdfaa60-3be8-4560-bc51-5b79d3b7e5aa","order":8,"text":"Each a "party" and together the "parties".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d9552aca-0914-4277-9867-ac38634714a8","order":9,"text":"BACKGROUND","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"0660f64d-ddcb-4745-9a41-e537233068c3","order":10,"text":"A. The Client carries on business and requires the provision of the services described in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c492cdf-64a5-426b-974e-85141ca28e1b","order":11,"text":"B. The Contractor carries on an independent business and holds itself out to the public as competent, equipped and willing to provide those services to the Client and to other clients on its own account.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac277833-eff6-4fe8-9a6c-1af288908db7","order":12,"text":"C. The parties intend that the Contractor provide the services as an independent contractor and not as an employee of the Client, and record in this Agreement the terms on which the Contractor is engaged.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"eb32a047-baa7-4c84-869c-dfee24ca25b1","order":13,"text":"THE PARTIES AGREE AS FOLLOWS:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d6ec2656-f5e9-4ef9-8ce0-4f3e28f83dcc","order":14,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S01"},{"id":"1c91b994-713e-4cf3-804d-98802d5c50d7","order":15,"text":"In this Agreement, unless the context otherwise requires:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"45563dd8-5b21-438e-a770-a56e691cf537","order":16,"text":""Agreement" means this document, including any schedule or annexure to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c94f1777-e2d6-4872-a74b-4df1f7b67a02","order":17,"text":""Background IP" means all Intellectual Property Rights owned or licensed by a party that exist independently of this Agreement or that are created by that party otherwise than in the course of performing the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0e2bffff-3bc9-4693-a59b-c3a7290c2100","order":18,"text":""Business Day" means a day that is not a Saturday, Sunday or public holiday in the place where the relevant act is to be performed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"315add05-8394-42ae-97d4-9b967b3867a7","order":19,"text":""Confidential Information" means all information of or relating to a party or its business, clients, suppliers, finances, personnel, systems, methods, pricing, know-how or technology that is disclosed to or acquired by the other party in connection with this Agreement, whether before or after its commencement, and whether or not marked as confidential, but does not include information that is or becomes public otherwise than through a breach of an obligation of confidence, was lawfully known to the recipient free of any obligation of confidence before disclosure, or is independently developed by the recipient without reference to the disclosing party's information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7d054f07-0ed0-4572-9c66-4a585fde4454","order":20,"text":""Fees" means the amounts payable to the Contractor for the Services under the clause entitled "Fees and Payment".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f2e2dcc-62c8-4f29-9ffc-59e779e3f3aa","order":21,"text":""GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29fe938a-872d-4e65-abec-6ad9cd71d52d","order":22,"text":""Intellectual Property Rights" means all present and future rights conferred by statute, common law or equity in or in relation to copyright, inventions (including patents), designs, trade marks, circuit layouts, plant breeder's rights, confidential information, know-how and all other rights of an intellectual property nature anywhere in the world, whether or not registered or registrable, but does not include Moral Rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94e00958-d361-4993-9fe4-9ff55a5712ac","order":23,"text":""Materials" means all documents, reports, drawings, designs, specifications, software, data, records and other materials in any form created, developed or produced by the Contractor in the course of performing the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c44e4f2e-8802-4cb8-969c-5afdb1e03293","order":24,"text":""Moral Rights" means the rights conferred by Part IX of the Copyright Act 1968 (Cth) and any analogous rights arising under any law, whether in Australia or elsewhere.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97a15942-c5da-439a-aaf5-3d56418bcb69","order":25,"text":""Personnel" means, in relation to a party, its officers, employees, agents, contractors and subcontractors, and in the case of the Contractor includes any subcontractor permitted under the clause entitled "Subcontracting and Assignment".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4bddceb0-0a06-4f5c-9f4d-fdf411e6b23e","order":26,"text":""Services" means the services described in the clause entitled "Engagement and Services", together with any further services agreed in writing between the parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ed1d7920-8d83-4965-840b-202533a6e747","order":27,"text":""Services IP" means all Intellectual Property Rights created, developed or produced by or on behalf of the Contractor in the course of performing the Services, including all Intellectual Property Rights in the Materials, but excluding Background IP.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c03dbec-b406-4a72-a79e-205753d75ba2","order":28,"text":""Term" means the term of this Agreement determined under the clause entitled "Term".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2639cc53-dfbf-4fb5-9391-67e907437c49","order":29,"text":"In this Agreement, unless the context otherwise requires, the singular includes the plural and vice versa; a reference to a person includes a body corporate and an unincorporated body; a reference to legislation includes that legislation as amended, re-enacted or replaced; a reference to a party includes that party's permitted successors and assigns; "includes" and "including" are not words of limitation; headings are for convenience only and do not affect interpretation; and no rule of construction applies to the disadvantage of a party because that party prepared this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3cb77080-1143-4cc5-a288-3118c7eda70c","order":30,"text":"2. ENGAGEMENT AND SERVICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S02"},{"id":"54b506d9-82fa-418b-96f1-8c870ee62321","order":31,"text":"The Client engages the Contractor, and the Contractor accepts the engagement, to provide the following services (the "Services"):","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ea297046-3480-4dd8-8bb7-903dea88472b","order":32,"text":"[Describe the services in detail — scope, deliverables, standards, exclusions]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a29305ac-743b-4995-9fa5-6eba666335f7","order":33,"text":"The Contractor must perform the Services with due care, skill and diligence, in a professional and workmanlike manner, to the standard reasonably expected of a competent provider of services of that kind, in accordance with all applicable laws, and in accordance with any reasonable directions given by the Client as to the results to be achieved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1e01a68-9805-4035-958a-1b471b745332","order":34,"text":"The Contractor must perform the Services at [Location(s) where the Services are performed], or at such other place as the Contractor considers appropriate for the proper performance of the Services, having regard to any requirement of the Services to be performed at a particular place.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7561e8fa-65e7-4264-b14a-0fa140a0bbe4","order":35,"text":"The Contractor controls the manner in which the Services are performed. The Client may specify the results to be achieved and any timeframes, standards, site rules and security or safety requirements with which the Contractor must comply, but the Client does not direct or control the day-to-day method by which the Contractor performs the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ea310c9d-67f1-486a-b00a-81db63c211f1","order":36,"text":"The Contractor must notify the Client promptly if the Contractor becomes aware of any matter likely to affect the scope, cost or timing of the Services, and the parties must then confer in good faith. No variation to the scope of the Services binds the Client unless agreed in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"325c079b-99e3-4f5d-a577-7a29638fdec7","order":37,"text":"3. TERM","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S03"},{"id":"b995ea3b-b2e8-47d6-b03b-4800a4a4ebfd","order":38,"text":"This Agreement commences on [Commencement date] and, unless terminated earlier in accordance with the clause entitled "Termination", continues until [End date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4c5367d9-fbd2-4370-a641-9ad6a1e9ae4a","value":"fixed","type":"add","operator":"="}]},{"id":"26b93714-9b50-437e-88d3-83fe76e392d9","order":39,"text":"The parties may extend the Term by agreement in writing. If the Contractor continues to provide the Services after the end date with the Client's knowledge and consent, this Agreement continues on the same terms on a month-to-month basis until terminated in accordance with the clause entitled "Termination".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4c5367d9-fbd2-4370-a641-9ad6a1e9ae4a","value":"fixed","type":"add","operator":"="}]},{"id":"03ad5177-bcbb-4d0e-9150-bd50a86b72a8","order":40,"text":"This Agreement commences on [Commencement date] and continues until terminated by either party in accordance with the clause entitled "Termination".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4c5367d9-fbd2-4370-a641-9ad6a1e9ae4a","value":"ongoing","type":"add","operator":"="}]},{"id":"b21e5211-3e9e-4f2f-9c04-63cac2c4c220","order":41,"text":"Nothing in this clause obliges the Client to offer, or the Contractor to accept, any particular volume of work, and the Contractor is free to accept work from other clients throughout the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5d2360a9-78e5-48fa-88a7-c5eaa726f53b","order":42,"text":"4. STATUS OF THE CONTRACTOR","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S04"},{"id":"78180f98-8826-483c-854a-e5fc6e3c95e8","order":43,"text":"The Contractor is engaged as an independent contractor. Nothing in this Agreement creates a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c0510709-5479-4773-950b-a6c896e82498","order":44,"text":"The parties acknowledge that the characterisation of the relationship is determined by law, having regard to the totality of the rights and obligations set out in this Agreement, and that this Agreement records the true agreement between them. The Client does not represent, and the Contractor does not rely on any representation, that this Agreement of itself determines the Contractor's status for the purposes of any statute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa65fe1c-7132-46ba-9408-9d3e84336429","order":45,"text":"The Client acknowledges that it must not, and states that it does not, engage the Contractor under this Agreement in order to disguise what is in truth a contract of employment. The parties acknowledge that Part 3-1 of the Fair Work Act 2009 (Cth) prohibits an employer from misrepresenting an employment relationship as an independent contracting arrangement, from dismissing or threatening to dismiss an employee in order to re-engage that person as an independent contractor to perform the same or substantially the same work, and from making a knowingly false statement to persuade or influence a person to enter into an independent contracting arrangement. Each party states that, to the best of its knowledge, this Agreement does not involve any such conduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e630c1eb-3bed-419e-b2aa-63ba207e24a8","order":46,"text":"Consistently with the Contractor's status, the Contractor is responsible for its own income tax, and (where the Contractor is an individual) is not entitled to annual leave, personal or carer's leave, notice of termination, redundancy pay or any other entitlement conferred on employees by the Fair Work Act 2009 (Cth) or any applicable modern award or enterprise agreement, except to the extent that any such entitlement applies by force of law notwithstanding the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"876ff845-ef40-4793-8cdc-8d407373f5e3","order":47,"text":"The Contractor must quote a valid Australian Business Number in respect of the supply of the Services and must notify the Client promptly if that number is cancelled or changes. If the Contractor does not quote a valid Australian Business Number, the Client may be required by law to withhold from any payment at the applicable rate under the PAYG withholding provisions and to remit that amount to the Commissioner of Taxation, and any amount so withheld is treated as paid to the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"901ef2b3-8365-4bb9-b052-cabd86a40c78","order":48,"text":"The Contractor acknowledges that, if the Contractor is an individual and works under a contract that is wholly or principally for the Contractor's labour, the Client may be required to make superannuation contributions in respect of the Contractor under section 12(3) of the Superannuation Guarantee (Administration) Act 1992 (Cth). Where such an obligation arises, the Client will make the required contributions to the Contractor's nominated complying superannuation fund, and those contributions are in addition to the Fees. In all other cases, the Contractor is responsible for its own superannuation arrangements and warrants that the Services are not provided wholly or principally for the labour of any particular individual.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"89fa0608-af38-4bc9-a032-f79ce88420e0","order":49,"text":"5. CONTRACTOR'S OBLIGATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S05"},{"id":"10d37edd-46d2-46f6-9321-1b0d21a5f706","order":50,"text":"The Contractor must obtain and maintain, at its own cost, all licences, registrations, accreditations, permits and approvals necessary to perform the Services lawfully, and must produce evidence of them to the Client on request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff8dd8a0-0b21-4c9f-8dcf-1a3d55ec1ae3","order":51,"text":"The Contractor must comply with all applicable work health and safety legislation and, when attending any premises of the Client or of a client of the Client, must comply with all reasonable site rules, security requirements and safety directions notified to the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fcf8d98e-8caa-4a20-9670-b65635531933","order":52,"text":"The Contractor must ensure that its Personnel are properly qualified, supervised and insured, and that all obligations owed to its Personnel — including as to wages, superannuation, leave, workers compensation and taxation — are met by the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"03f8bd63-0fab-4ed2-ae47-1805c8739071","order":53,"text":"The Contractor must provide, at its own cost, all plant, equipment, tools, software and materials required to perform the Services, and bears the cost of their maintenance, insurance and replacement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b90587b-e7f3-4b1b-85f1-bfa55cbf17eb","value":"contractor","type":"add","operator":"="}]},{"id":"eba34ac4-86dc-4cec-a0c5-2c196c22a640","order":54,"text":"The Client will make available to the Contractor such plant, equipment, systems and materials as the Client considers necessary for the performance of the Services. Any item so made available remains the property of the Client, must be used only for the purposes of this Agreement, must be kept secure and in good condition, and must be returned to the Client on demand or on termination of this Agreement. The Contractor otherwise provides its own tools of trade.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b90587b-e7f3-4b1b-85f1-bfa55cbf17eb","value":"client","type":"add","operator":"="}]},{"id":"7bdf5bc6-0453-4768-93ec-3ee72ed2ff62","order":55,"text":"The Contractor must not, in the course of performing the Services, make any representation or warranty on behalf of the Client, incur any liability on behalf of the Client, or hold itself out as an employee, partner or agent of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b24dd01e-370a-4431-8d25-83de5c96d7b6","order":56,"text":"The Contractor must keep accurate records relating to the Services and the Fees for a period of not less than seven years and must, on reasonable notice, make those records available to the Client for inspection to the extent necessary to verify amounts invoiced.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f5c4c44-b092-405e-84f1-e0b93a760122","order":57,"text":"6. CLIENT'S OBLIGATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S06"},{"id":"98f49017-3bac-48ba-ace1-b738da749b0f","order":58,"text":"The Client must provide the Contractor with such information, access to premises and systems, and co-operation as the Contractor reasonably requires to perform the Services, and must do so in a timely manner.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c20c4769-ce1c-4a73-87b8-b7dcc1528cf0","order":59,"text":"The Client must give any approvals, instructions and decisions required of it within a reasonable time, and must notify the Contractor promptly of any matter that may affect the performance of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7e738bc4-c4bf-47dd-8273-d37a1897f257","order":60,"text":"The Client must pay the Fees and any other amounts properly payable under this Agreement in accordance with the clause entitled "Fees and Payment".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfdbe78a-c8b0-4de2-a13a-db5bc09641ad","order":61,"text":"If the Contractor is delayed or prevented from performing the Services by an act or omission of the Client or its Personnel, the Contractor is not liable for that delay, the time for performance is extended accordingly, and the Contractor may recover its reasonable additional costs directly caused by the delay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa230389-2913-4edb-841c-851fcb80a5c7","order":62,"text":"7. FEES AND PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S07"},{"id":"dac4568b-2438-409d-983a-495b8e9c0266","order":63,"text":"In consideration of the performance of the Services, the Client must pay the Contractor an hourly rate of AUD [Rate] per hour for each hour properly worked in performing the Services. The Contractor must maintain accurate time records and must provide them with each invoice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6183f4bd-b95b-43e2-b120-41bd04082e9b","value":"hourly","type":"add","operator":"="}]},{"id":"c2e9362e-d226-45dc-9e93-eabefd6e53a2","order":64,"text":"In consideration of the performance of the Services, the Client must pay the Contractor a daily rate of AUD [Rate] per day for each day properly worked in performing the Services. A day means a period of work of not less than seven and a half hours; work of less than a full day is payable pro rata by reference to the hours worked.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6183f4bd-b95b-43e2-b120-41bd04082e9b","value":"daily","type":"add","operator":"="}]},{"id":"9a6bb446-e5ce-45d0-8b2f-b4a963f68994","order":65,"text":"In consideration of the performance of the Services, the Client must pay the Contractor a fixed fee of AUD [Fee] for the Services as a whole. The fixed fee covers all work necessary to complete the Services as described in this Agreement and is not adjustable by reference to the time actually spent, except where the scope of the Services is varied by written agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6183f4bd-b95b-43e2-b120-41bd04082e9b","value":"fixed","type":"add","operator":"="}]},{"id":"08275b17-d6fa-4547-aa03-793e68284376","order":66,"text":"In consideration of the performance of the Services, the Client must pay the Contractor a total fee of AUD [Fee] payable by instalments on completion of the following milestones: [Describe each milestone and the amount payable on its completion]. An instalment becomes payable when the Client has accepted the relevant milestone, acting reasonably and without undue delay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6183f4bd-b95b-43e2-b120-41bd04082e9b","value":"milestone","type":"add","operator":"="}]},{"id":"8fd8091f-02be-4846-bff3-7a0a7f92e1ef","order":67,"text":"The Client must pay a deposit of AUD [Deposit amount] before the Contractor commences the Services. The deposit is credited against the first invoice issued under this Agreement. The deposit is refundable only to the extent that it exceeds the value of the Services performed and the costs reasonably incurred by the Contractor as at the date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"bd7fbe19-9592-4a93-9cfa-6eb6ee3bf1e2","value":"yes","type":"add","operator":"="}]},{"id":"5c595859-d003-4b0c-97f9-ba7bb99ae5e7","order":68,"text":"The Contractor is registered for GST. Unless expressly stated otherwise, all amounts stated in this Agreement are exclusive of GST. The Client must pay to the Contractor, in addition to the Fees and any other consideration payable for a taxable supply, an amount equal to the GST payable on that supply, at the same time and in the same manner as the consideration, subject to the Contractor issuing a valid tax invoice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9ed69db1-7f59-4d2e-80f8-d97f3087e77d","value":"registered","type":"add","operator":"="}]},{"id":"6b570b0c-42a3-4d43-addd-abf29bad590c","order":69,"text":"The Contractor states that it is not registered for GST as at the date of this Agreement and that no GST is payable on the supply of the Services. The Contractor must notify the Client promptly if it becomes registered for GST, in which case the Client must pay, in addition to the Fees, an amount equal to the GST payable on taxable supplies made after the date of registration, subject to the Contractor issuing a valid tax invoice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9ed69db1-7f59-4d2e-80f8-d97f3087e77d","value":"notregistered","type":"add","operator":"="}]},{"id":"acc535da-6974-4d22-a83c-867f07a9db28","order":70,"text":"The Contractor must invoice the Client [Invoicing frequency]. Each invoice must identify the Services to which it relates, the period covered, the amount payable and any GST, and must be accompanied by any supporting records required under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8061b004-45b3-4ef7-952c-c34b6c164e61","order":71,"text":"The Client must pay each correctly rendered invoice within [Number] days of receipt, by electronic funds transfer to the account nominated by the Contractor in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ce674fe-4fd8-49ac-b2d2-f80592fd0f9a","order":72,"text":"The Client must reimburse the Contractor for expenses reasonably and properly incurred in performing the Services, provided that the expense has been approved by the Client in writing in advance and that the Contractor provides a receipt or other reasonable evidence of the expense. Reimbursed expenses are payable at cost, without mark-up, on the same terms as the Fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c60c7f6e-2707-4dff-97ea-79c9fd037df6","value":"reimbursed","type":"add","operator":"="}]},{"id":"78f161dc-c23b-4df8-92a4-2d21d06ed2e1","order":73,"text":"The Fees are inclusive of all expenses, disbursements, travel and overheads incurred by the Contractor in performing the Services, and the Contractor is not entitled to any further payment or reimbursement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c60c7f6e-2707-4dff-97ea-79c9fd037df6","value":"included","type":"add","operator":"="}]},{"id":"bdd7f7b7-3a61-4300-bd29-d2556e603e00","order":74,"text":"If the Client disputes an invoice in good faith, it must notify the Contractor within ten Business Days of receipt, specifying the grounds of dispute. The Client must pay the undisputed portion by the due date, and the parties must resolve the disputed portion in accordance with the clause entitled "Dispute Resolution".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55c7e1fc-9f17-4760-835e-40a3d47956e9","order":75,"text":"If any undisputed amount remains unpaid after its due date, the Contractor may charge interest on the outstanding amount at the rate of [Rate]% per annum, calculated daily from the due date until payment, and may suspend the Services on ten Business Days' written notice until payment is made. Suspension under this clause does not relieve the Client of its obligation to pay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7afa6817-fa09-4351-9485-5d02ed6da0b2","order":76,"text":"8. INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S08"},{"id":"958fd01d-1930-4010-b24c-4da885eab21a","order":77,"text":"The Contractor must effect and maintain, at its own cost, for the Term and for a period of not less than seven years after it ends, public liability insurance for not less than AUD [Amount] for any one occurrence, with a reputable insurer authorised to carry on insurance business in Australia.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1cf2b64-6fc4-42f7-8731-fb474d409b68","order":78,"text":"The Contractor must also effect and maintain professional indemnity insurance for not less than AUD [Amount] for any one claim and in the aggregate, covering liability arising from any act, error or omission in the performance of the Services, and must maintain that cover for not less than seven years after the end of the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7a0338f1-3f5f-4b85-929b-546faa7c4826","value":"required","type":"add","operator":"="}]},{"id":"4cf08c6c-9740-4770-920c-4947e55a94e0","order":79,"text":"The Contractor must maintain workers compensation insurance as required by law in each State or Territory in which the Services are performed in respect of all of its Personnel, and, where the Contractor is a sole trader, must maintain personal accident and illness insurance, income protection insurance or equivalent cover in respect of itself.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"203dd961-5c30-4505-90e2-9decf8d7986b","order":80,"text":"The Contractor must provide certificates of currency for each policy on request and must notify the Client promptly if a policy is cancelled, lapses or is materially altered. Compliance with this clause does not limit the Contractor's liability under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de5b924c-ad10-4d78-8fb9-47cdb7b6e74b","order":81,"text":"9. INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S09"},{"id":"4723bf44-64fb-4b3d-9824-ca5d81a0c701","order":82,"text":"Each party retains ownership of its Background IP. Nothing in this Agreement transfers a party's Background IP to the other party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2853c3a3-d32f-4d98-8293-ebddfcc28f03","order":83,"text":"All Services IP vests in the Client immediately on its creation. To the extent that any Services IP does not vest in the Client on creation, the Contractor assigns to the Client, absolutely and for all jurisdictions, all right, title and interest in that Services IP, including by way of present assignment of future copyright for the purposes of section 197 of the Copyright Act 1968 (Cth). The consideration for this assignment is included in the Fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"141de565-d329-4e21-a5e2-48c4ae43bf3b","value":"assign","type":"add","operator":"="}]},{"id":"ead5619d-a456-450a-ad3e-e1fa54b9e968","order":84,"text":"The Contractor grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive and transferable licence, with the right to sublicense, to use, reproduce, modify and communicate the Contractor's Background IP to the extent that it is incorporated in or necessary for the use or enjoyment of the Services IP or the Materials.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"141de565-d329-4e21-a5e2-48c4ae43bf3b","value":"assign","type":"add","operator":"="}]},{"id":"3ea75ead-632c-4430-af15-63035c121181","order":85,"text":"The Contractor must do all things and execute all documents reasonably required by the Client to give effect to, perfect or register the Client's title to the Services IP, at the Client's cost.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"141de565-d329-4e21-a5e2-48c4ae43bf3b","value":"assign","type":"add","operator":"="}]},{"id":"37699166-9b9b-4905-b179-c7812006db31","order":86,"text":"The Contractor retains ownership of all Services IP. The Contractor grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive and transferable licence, with the right to sublicense, to use, reproduce, modify, adapt and communicate the Services IP and the Materials for the Client's business purposes. The consideration for this licence is included in the Fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"141de565-d329-4e21-a5e2-48c4ae43bf3b","value":"licence","type":"add","operator":"="}]},{"id":"fce7b5b7-ba91-461e-ac4d-f52b508d99b6","order":87,"text":"The Contractor must not use, licence or disclose the Services IP or the Materials in a manner that discloses the Client's Confidential Information or that is prejudicial to the Client's business, and must not grant any third party a licence to any Services IP that has been developed specifically to the Client's written specification.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"141de565-d329-4e21-a5e2-48c4ae43bf3b","value":"licence","type":"add","operator":"="}]},{"id":"79674780-cdac-4261-b6ae-323f276cd971","order":88,"text":"The Contractor consents, and must use reasonable endeavours to procure the written consent of each individual author of the Materials, to all acts or omissions of the Client and its licensees that would otherwise infringe that author's Moral Rights, including the reproduction, adaptation, alteration, addition to or use of the Materials without attribution. This consent is given genuinely and without duress, and extends to acts and omissions occurring after the end of the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"62f28043-9fe2-4ad0-aa5b-a480461a29d8","value":"consent","type":"add","operator":"="}]},{"id":"ae71ae73-c094-4ec1-8862-6e7e54b10b7d","order":89,"text":"The Contractor does not give any consent in relation to Moral Rights. The Client must attribute the author of the Materials in the manner reasonably notified by the Contractor and must not subject the Materials to derogatory treatment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"62f28043-9fe2-4ad0-aa5b-a480461a29d8","value":"noconsent","type":"add","operator":"="}]},{"id":"d016c415-656e-4c03-8b44-f30b97c0685c","order":90,"text":"The Contractor warrants that the Services IP and the Materials are original, that their use by the Client in accordance with this Agreement will not infringe the Intellectual Property Rights or Moral Rights of any person, and that the Contractor is entitled to deal with them as contemplated by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f9c5566-58aa-4efa-a387-3d3e1a046217","order":91,"text":"10. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S10"},{"id":"5ae494e8-a629-4793-8ce4-de14a316ee68","order":92,"text":"Each party must keep the other party's Confidential Information confidential, must use it only for the purposes of this Agreement, and must not disclose it to any person except to its Personnel who need to know it for those purposes and who are bound by obligations of confidence no less onerous than those in this clause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24d81c52-0e88-45ad-a9b9-c77d8dc4e100","order":93,"text":"A party may disclose Confidential Information to the extent required by law, by a court or by the rules of a securities exchange, provided that, where lawful and practicable, it first notifies the other party and gives that party a reasonable opportunity to seek a protective order or equivalent relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5b1ca28-ffba-4a93-b88c-264adeb92fb9","order":94,"text":"Each party must protect the other party's Confidential Information with no less care than it uses for its own confidential information of like importance, and in any event with at least reasonable care. Each party must notify the other promptly on becoming aware of any unauthorised access to or disclosure of the other party's Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b1e94219-07bf-4696-ba7b-c03c7f944457","order":95,"text":"On termination of this Agreement, or on the other party's earlier written request, each party must return or, at the other party's election, destroy all Confidential Information of the other party in its possession or control, except to the extent that retention is required by law or by that party's bona fide document retention policy, in which case the obligations of confidence continue in respect of the retained material.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e6db1028-7e59-4c90-afe9-0168378e210e","order":96,"text":"The obligations in this clause survive the expiry or termination of this Agreement and continue without limit of time in respect of information that remains confidential.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2bdb5951-2558-4c09-8882-ecc148570c12","order":97,"text":"11. PRIVACY AND PERSONAL INFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S11"},{"id":"8426b73e-97ea-472b-b5e3-9ad0c161a20f","order":98,"text":"Where the Contractor collects, holds, uses or discloses personal information in connection with the Services, the Contractor must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles as if the Contractor were an organisation bound by that Act, whether or not it is in fact so bound, and must comply with any privacy policy or data handling requirement notified by the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e7941072-021d-4c93-898e-aa01dbe80144","order":99,"text":"The Contractor must use personal information obtained in connection with the Services only for the purposes of performing the Services, must not disclose it to any person except as permitted by this Agreement or required by law, must not transfer it outside Australia without the Client's prior written consent, and must take reasonable steps to protect it from misuse, interference, loss and unauthorised access, modification or disclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32593103-45c5-4e53-a0e6-8f97ee2bedc9","order":100,"text":"The Contractor must notify the Client immediately, and in any event within twenty-four hours, on becoming aware of any actual or suspected data breach affecting personal information handled in connection with the Services, must provide all assistance reasonably required by the Client to assess and respond to the breach, and must not make any notification to an individual or to the Office of the Australian Information Commissioner in respect of the breach without first consulting the Client, except where required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0076667a-4099-4202-b751-ba91a87f3300","order":101,"text":"12. SUBCONTRACTING AND ASSIGNMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S12"},{"id":"624131de-7cc4-4026-8bc2-f1c3f7578f00","order":102,"text":"The Contractor may subcontract or delegate the performance of the Services, in whole or in part, to a suitably qualified person. The Contractor remains liable to the Client for the performance of the Services and for the acts and omissions of any subcontractor as if they were the acts and omissions of the Contractor, and must ensure that each subcontractor is bound by obligations of confidentiality, privacy and intellectual property consistent with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e8837542-1d67-4b65-be04-7237b244b147","value":"allowed","type":"add","operator":"="}]},{"id":"b91ef663-c689-40a6-850f-1d1f13232b75","order":103,"text":"The Contractor may subcontract or delegate the performance of the Services only with the prior written consent of the Client, which must not be unreasonably withheld or delayed. The Contractor remains liable to the Client for the performance of the Services and for the acts and omissions of any subcontractor as if they were the acts and omissions of the Contractor, and must ensure that each subcontractor is bound by obligations of confidentiality, privacy and intellectual property consistent with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e8837542-1d67-4b65-be04-7237b244b147","value":"consent","type":"add","operator":"="}]},{"id":"57dd308a-8961-4a50-94d8-1c30868ccc8d","order":104,"text":"The Services are to be performed by the Contractor personally. The Contractor must not subcontract or delegate the performance of the Services to any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e8837542-1d67-4b65-be04-7237b244b147","value":"prohibited","type":"add","operator":"="}]},{"id":"46ca8345-586d-43d1-9e1f-16270e1accb6","order":105,"text":"A party must not assign or novate its rights or obligations under this Agreement without the prior written consent of the other party, except that the Client may assign or novate this Agreement to a related body corporate or in connection with the sale or restructure of the business to which the Services relate, on written notice to the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfade0ce-452f-4afe-910d-6622acc65904","order":106,"text":"13. WARRANTIES AND LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S13"},{"id":"f6fb24ff-a34d-444b-bed6-5325c24b99bc","order":107,"text":"The Contractor warrants that it has the right and capacity to enter into this Agreement, that it has the skills, experience, resources and licences necessary to perform the Services, that it will perform the Services in accordance with this Agreement, and that entry into this Agreement does not breach any obligation owed by the Contractor to any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd13c313-e1c3-4fc5-96d6-32abf5c5ab31","order":108,"text":"The Contractor is liable for, and indemnifies the Client against, any liability, loss, damage, cost or expense (including reasonable legal costs) suffered or incurred by the Client arising out of or in connection with any breach of this Agreement by the Contractor, any negligent or unlawful act or omission of the Contractor or its Personnel, any claim that the Services IP or the Materials infringe the rights of a third party, or any claim by the Contractor's Personnel against the Client in respect of an entitlement owed by the Contractor. The Contractor's liability under this clause is reduced proportionately to the extent that the liability was caused or contributed to by the Client or its Personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"14a8b832-12d2-4b61-94d1-91f717fa474a","order":109,"text":"The Client indemnifies the Contractor against any liability, loss, damage, cost or expense (including reasonable legal costs) suffered or incurred by the Contractor arising out of or in connection with any breach of this Agreement by the Client, any negligent or unlawful act or omission of the Client or its Personnel, or any claim that material supplied by the Client to the Contractor for use in the Services infringes the rights of a third party. The Client's liability under this clause is reduced proportionately to the extent that the liability was caused or contributed to by the Contractor or its Personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"698e8ff7-71bc-4172-8719-9d4e2b4688ba","order":110,"text":"Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy conferred by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law where to do so would be unlawful. Where liability for a failure to comply with a consumer guarantee may lawfully be limited, the liability of the Contractor is limited, at the Contractor's election, to supplying the Services again or paying the cost of having the Services supplied again.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"773ee885-333a-4921-ade7-a254d61ae466","order":111,"text":"Subject to the preceding paragraph, and except in respect of a party's obligations of confidentiality, its indemnities, the Client's obligation to pay the Fees, and any liability arising from fraud, wilful misconduct or personal injury or death, the total aggregate liability of each party to the other under or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to AUD [Amount], and neither party is liable to the other for any loss of profit, loss of revenue, loss of opportunity, loss of goodwill or any indirect or consequential loss.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5ed75c0-b7da-4b97-a037-02339fed76bf","order":112,"text":"Each party must take reasonable steps to mitigate any loss it suffers in connection with this Agreement, and neither party is liable for loss to the extent that it could have been avoided by reasonable mitigation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aecf8473-d5e7-45d8-8500-f82574867f1c","order":113,"text":"14. FAIRNESS OF TERMS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S14"},{"id":"fbaa6479-e10b-42a0-9c0f-9242a58b9e2e","order":114,"text":"The parties acknowledge that each of them has had a genuine opportunity to consider, negotiate and seek independent legal advice on the terms of this Agreement, that the terms of this Agreement were the subject of negotiation between them, and that each term is reasonably necessary to protect the legitimate interests of the party benefiting from it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f6f1470-9680-4c44-ac1f-e3655482297b","order":115,"text":"The parties acknowledge that this Agreement may be a small business contract for the purposes of the unfair contract terms provisions of the Australian Consumer Law and of the Australian Securities and Investments Commission Act 2001 (Cth). If a term of this Agreement is found to be unfair within the meaning of those provisions, that term is void and severed, and the remaining terms continue to bind the parties to the extent that this Agreement is capable of operating without the severed term. A party must not apply, rely on or enforce a term of this Agreement in a manner that would be unfair within the meaning of those provisions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f51f73a-31fa-4460-9402-46f2013fffb0","order":116,"text":"Where this Agreement confers on a party a right to terminate, to suspend performance, to vary a term or to determine whether a breach has occurred, that party must exercise the right reasonably, in good faith, and only to the extent reasonably necessary to protect its legitimate interests. A right to terminate for convenience does not entitle the terminating party to avoid liability for work already performed or for commitments reasonably and irrevocably incurred before termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"508bdf53-a99f-4143-88b1-d51d13218eff","order":117,"text":"The parties acknowledge that a court may, under the Independent Contractors Act 2006 (Cth), review a services contract and set aside or vary a term found to be unfair or harsh, having regard to the relative bargaining positions of the parties, whether any undue influence or unfair tactics were used, and the total remuneration payable compared with that of an employee performing similar work. Nothing in this Agreement is intended to exclude that jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0106a5f9-87e0-4fad-b000-20f854c4a600","order":118,"text":"15. SECURITY OF PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S15"},{"id":"78108474-d41b-4226-aac3-ff8a5a96b102","order":119,"text":"The parties acknowledge that, if and to the extent that the Services constitute construction work or related goods and services within the meaning of the security of payment legislation in force in the State or Territory whose law governs this Agreement, that legislation confers on the Contractor statutory rights to progress payments, to serve a payment claim, to receive a payment schedule, to refer a payment dispute to adjudication, and to suspend work for non-payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"532ce004-44bb-40e4-a7af-3ae10fd4123d","order":120,"text":"Nothing in this Agreement excludes, modifies or restricts the operation of that legislation or any right conferred by it. To the extent that a term of this Agreement is inconsistent with that legislation, that legislation prevails and the term is read down or severed to the extent of the inconsistency. In particular, any provision of this Agreement that would make payment to the Contractor contingent on the Client being paid by a third party is void to the extent that the legislation so provides, and the parties agree that no such contingency applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"65ae102e-f7e4-4a90-98a9-41e49ec14e4c","order":121,"text":"The rights and procedures under that legislation are in addition to, and do not limit, the rights of the Contractor under this Agreement or at law. The Contractor's exercise of a right under that legislation is not a breach of this Agreement and is not a ground for termination by the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca5cd416-2ff0-457f-9bfb-d5a72ecf4d6f","order":122,"text":"16. RESTRAINT OF TRADE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"both","type":"add","operator":"="},{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"nonsolicit","type":"add","operator":"="}],"marginTop":"10","sectionNum":"S16"},{"id":"2292998b-f344-4706-bbd6-47ba4deba759","order":123,"text":"The Contractor acknowledges that, in performing the Services, it will acquire Confidential Information and knowledge of the Client's business connections, and that the restraints in this clause are reasonable and necessary to protect the legitimate business interests of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"both","type":"add","operator":"="},{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"nonsolicit","type":"add","operator":"="}]},{"id":"40ced713-a30d-4f88-875f-006904c21543","order":124,"text":"The Contractor must not, during the Term and for the Restraint Period after it ends, in the Restraint Area, directly or indirectly solicit, canvass or entice away from the Client any person who was a client of the Client with whom the Contractor had dealings in the course of performing the Services during the twelve months before the end of the Term, or induce or attempt to induce any such person to cease or reduce its dealings with the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"both","type":"add","operator":"="},{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"nonsolicit","type":"add","operator":"="}]},{"id":"03fc5506-be17-4dba-b974-a7a31f2bbdde","order":125,"text":"The Contractor must not, during the Term and for the Restraint Period after it ends, directly or indirectly solicit or entice away from the Client any officer, employee or contractor of the Client with whom the Contractor had dealings in the course of performing the Services during the twelve months before the end of the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"both","type":"add","operator":"="},{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"nonsolicit","type":"add","operator":"="}]},{"id":"da8c3b84-ca57-4466-bed6-7661315aeb8e","order":126,"text":"The Contractor must not, during the Term and for the Restraint Period after it ends, in the Restraint Area, carry on, or be engaged or concerned in, any business that competes with that part of the Client's business to which the Services relate. This paragraph does not prevent the Contractor from holding not more than five per cent of the issued securities of a listed company, or from providing services of a kind that do not involve the use or disclosure of the Client's Confidential Information to a competitor of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"both","type":"add","operator":"="}]},{"id":"72a679ce-612c-4be7-a90b-95fb4c46c56a","order":127,"text":"The Restraint Period means each of the following periods, taken separately: [Longest period, e.g. 12 months]; [Medium period, e.g. 6 months]; and [Shortest period, e.g. 3 months], in each case running from the end of the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"both","type":"add","operator":"="},{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"nonsolicit","type":"add","operator":"="}]},{"id":"aa0afb23-d765-4b2b-9c4d-591362c8c991","order":128,"text":"The Restraint Area means each of the following areas, taken separately: [Widest area, e.g. Australia]; [Medium area, e.g. the State of New South Wales]; and [Narrowest area, e.g. a radius of 10 kilometres from the Client's premises].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"both","type":"add","operator":"="},{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"nonsolicit","type":"add","operator":"="}]},{"id":"1902ddcf-10b1-4c91-a0dd-04c8755410e2","order":129,"text":"This clause has effect as if it consisted of separate provisions, each resulting from combining each Restraint Period with each Restraint Area and with each separate prohibition in this clause, and each such provision is severable from the others. If any such provision is held to be unenforceable, invalid or unreasonable, it is severed and the remaining provisions continue to have full force and effect. The parties acknowledge that damages alone may be an inadequate remedy for a breach of this clause and that the Client is entitled to seek injunctive relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"both","type":"add","operator":"="},{"field":"21911d1c-387a-47fe-9651-e9fab60f5c11","value":"nonsolicit","type":"add","operator":"="}]},{"id":"e02d3dc9-4d18-436b-b979-7f6be93b8c4c","order":130,"text":"17. CONFLICT OF INTEREST AND NON-DISPARAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S17"},{"id":"9b1e043f-acd6-4852-9d84-51b8e41a6a30","order":131,"text":"The Contractor must not, during the Term, engage in any activity that conflicts with, or may reasonably be perceived to conflict with, the proper performance of the Services or the interests of the Client. The Contractor must disclose to the Client, promptly and in writing, any actual, potential or perceived conflict of interest of which it becomes aware, and the parties must then confer in good faith as to how the conflict is to be managed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2fa2cb9a-75ba-45aa-8afc-6ceca7ecb630","order":132,"text":"The Contractor is free to provide services to other clients during the Term, including to clients in the same industry as the Client, provided that in doing so the Contractor does not use or disclose the Client's Confidential Information and does not breach any other provision of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"23eb330b-b380-4033-8831-3c07f662d5b2","value":"nonexclusive","type":"add","operator":"="}]},{"id":"3575c8ac-a688-47d0-a449-cf5c1ed73f2d","order":133,"text":"The Contractor must not, during the Term, provide services of the same kind as the Services to any person whose business competes with that part of the Client's business to which the Services relate, without the Client's prior written consent, which must not be unreasonably withheld. This paragraph does not prevent the Contractor from providing services to any other person whose business does not so compete.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"23eb330b-b380-4033-8831-3c07f662d5b2","value":"exclusive","type":"add","operator":"="}]},{"id":"2100f284-af5e-4434-956e-f3edb89bf771","order":134,"text":"Neither party may, during the Term or after it ends, make or publish any statement that disparages the other party or its business, officers or Personnel. This paragraph does not prevent a party from making a statement that is true and made in good faith in the course of legal proceedings, to a regulator, or as otherwise required by law, and does not limit any protection conferred on a person by law in respect of a disclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1d609964-41ed-4b08-9ab0-3fcbc171e5b0","order":135,"text":"18. CLIENT PROPERTY AND SECURITY INTERESTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b90587b-e7f3-4b1b-85f1-bfa55cbf17eb","value":"client","type":"add","operator":"="}],"marginTop":"10","sectionNum":"S18"},{"id":"c9098728-3bbf-4095-a595-c8b308782a13","order":136,"text":"All plant, equipment, systems and materials supplied by the Client to the Contractor remain the absolute property of the Client. The Contractor holds them as bailee, must not encumber them or permit any lien to arise over them, must keep them separately identifiable as the Client's property, and must return them on demand or on termination of this Agreement in the same condition as supplied, fair wear and tear excepted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b90587b-e7f3-4b1b-85f1-bfa55cbf17eb","value":"client","type":"add","operator":"="}]},{"id":"9a475151-e00f-4f72-8aaf-183ebc76dfc1","order":137,"text":"The parties acknowledge that this Agreement may give rise to a security interest, and may constitute a PPS lease, for the purposes of the Personal Property Securities Act 2009 (Cth). The Contractor consents to the Client registering a financing statement in respect of that security interest and must do all things reasonably required by the Client to enable registration and to ensure that the security interest is perfected and has priority. The Contractor waives its right under section 157 of that Act to receive notice of a verification statement, and the parties contract out of the provisions of that Act to the extent permitted by section 115.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b90587b-e7f3-4b1b-85f1-bfa55cbf17eb","value":"client","type":"add","operator":"="}]},{"id":"0bb61b21-21aa-4b7b-ba2c-128d80d28933","order":138,"text":"The Contractor must notify the Client at least fourteen days before any change to its name, its ABN or ACN, or any other detail recorded in a financing statement, and must bear the cost of any consequential amendment to a registration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b90587b-e7f3-4b1b-85f1-bfa55cbf17eb","value":"client","type":"add","operator":"="}]},{"id":"c110772f-765c-468f-bbfb-7ec36898137b","order":139,"text":"19. CORPORATE COMPLIANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"209c9803-1640-4731-825c-fa9e4f8a70e1","value":"large","type":"add","operator":"="}],"marginTop":"10","sectionNum":"S19"},{"id":"6b7e5625-678c-427b-a82d-ffc3b0d60c76","order":140,"text":"The Contractor acknowledges that the Client maintains a whistleblower policy under Part 9.4AAA of the Corporations Act 2001 (Cth) and that the Contractor, and any employee or officer of the Contractor, is an eligible whistleblower in relation to the Client. A person who makes a disclosure qualifying for protection under that Part is protected from civil, criminal and administrative liability for making the disclosure, and no contractual remedy may be enforced against that person on the basis of the disclosure. Nothing in this Agreement, including any obligation of confidentiality or non-disparagement, prevents or restricts a person from making such a disclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"209c9803-1640-4731-825c-fa9e4f8a70e1","value":"large","type":"add","operator":"="}]},{"id":"234ce366-4462-4bed-af95-b173ad700234","order":141,"text":"The Contractor must not engage in, and must take reasonable steps to ensure that its Personnel and its own suppliers do not engage in, any conduct that would constitute modern slavery within the meaning of the Modern Slavery Act 2018 (Cth), including forced labour, servitude, human trafficking, debt bondage, the worst forms of child labour and deceptive recruiting. The Contractor must notify the Client promptly on becoming aware of any actual or suspected instance of modern slavery in its operations or supply chains connected with the Services, and must provide the information and assistance reasonably required by the Client to prepare a modern slavery statement or to respond to the instance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"209c9803-1640-4731-825c-fa9e4f8a70e1","value":"large","type":"add","operator":"="}]},{"id":"2c48b800-329a-48ad-a1ae-12727e2d9377","order":142,"text":"The Contractor must comply with the Client's supplier code of conduct and anti-bribery, anti-corruption and sanctions policies as notified to the Contractor from time to time, and must not offer, give or receive any bribe, secret commission or improper benefit in connection with the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"209c9803-1640-4731-825c-fa9e4f8a70e1","value":"large","type":"add","operator":"="}]},{"id":"c893f2d0-d7df-4aa8-a0f8-4da2391782b9","order":143,"text":"20. TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S20"},{"id":"3396c158-62b0-41a7-81d9-8306ee8bd1ca","order":144,"text":"Either party may terminate this Agreement at any time by giving [Number] days' written notice to the other party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"89cbec55-d358-4d1a-8e3f-84c9a2fe4fde","order":145,"text":"Either party may terminate this Agreement immediately by written notice if the other party commits a material breach of this Agreement that is not capable of remedy, or that is capable of remedy and is not remedied within fourteen days after written notice requiring it to be remedied; if the other party becomes insolvent, has a controller, administrator or liquidator appointed in respect of it or any of its assets, enters into an arrangement with its creditors, or is unable to pay its debts as they fall due; or if the other party ceases or threatens to cease to carry on business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c4c4d78a-61a7-4954-bf6a-aef35796d65b","order":146,"text":"The Client may terminate this Agreement immediately by written notice if the Contractor loses any licence, registration or insurance required to perform the Services, or if the Contractor or its Personnel engage in conduct that, in the reasonable opinion of the Client, is likely to bring the Client into disrepute or to expose the Client to a material risk of liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cffa505b-aa45-4765-9afc-b4c96916e288","order":147,"text":"On termination, the Contractor must immediately cease performing the Services (except to the extent the Client requires an orderly handover), deliver to the Client all Materials, whether complete or not, and all property of the Client in its possession, return or destroy Confidential Information in accordance with the clause entitled "Confidentiality", and provide all reasonable assistance to transition the Services to the Client or its nominee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f71ac94e-5c03-4265-b472-70f4eb3f9b67","order":148,"text":"On termination, the Client must pay the Contractor for all Services properly performed up to the date of termination, and for any expenses reimbursable under this Agreement properly incurred before that date and not cancellable. Termination does not affect any accrued right or remedy of either party, and does not affect any provision of this Agreement which by its nature is intended to survive, including the clauses entitled "Intellectual Property", "Confidentiality", "Privacy and Personal Information", "Warranties and Liability" and "Dispute Resolution".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8a1cef1-a937-46d9-8b8a-993e5f4f97b1","order":149,"text":"21. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S21"},{"id":"bb210097-742f-416d-ab5e-349f4206428c","order":150,"text":"Neither party is liable for any failure or delay in performing its obligations under this Agreement (other than an obligation to pay money that has fallen due) to the extent that the failure or delay is caused by an event beyond that party's reasonable control, including an act of God, natural disaster, fire, flood, epidemic or pandemic, act of a public authority, war, act of terrorism, civil disturbance, industrial action affecting third parties, or failure of a public utility or telecommunications network.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"155b1d77-fd92-405f-9a89-8bd5c28ee9db","order":151,"text":"The affected party must notify the other party promptly of the event and its likely effect, must use reasonable endeavours to mitigate its effect and to resume performance, and must keep the other party informed. If the event continues for more than thirty consecutive days, either party may terminate this Agreement immediately by written notice, without liability other than for amounts accrued before termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eaee1dc6-50e0-45f8-9fd6-1181c987c222","order":152,"text":"22. DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S22"},{"id":"7ea97083-817b-4fde-9476-0f5f602f291c","order":153,"text":"If a dispute arises out of or in connection with this Agreement, the party claiming the dispute must give the other party written notice specifying the nature of the dispute and the outcome sought. The parties must not commence any court proceedings in relation to the dispute until they have complied with this clause, except where a party seeks urgent interlocutory or injunctive relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"017cec1a-677d-4d7e-b801-8f94446ffe47","order":154,"text":"Within ten Business Days after the notice, senior representatives of each party with authority to settle must meet, in person or by electronic means, and attempt in good faith to resolve the dispute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a5240d5-4975-4594-9f5f-6d92022a4664","order":155,"text":"If the dispute is not resolved within twenty Business Days after the notice, the parties must refer the dispute to mediation administered by the Australian Disputes Centre in accordance with its Guidelines for Commercial Mediation, before a mediator agreed between the parties or, failing agreement within five Business Days, appointed by the Chair of the Australian Disputes Centre. The costs of the mediator are borne equally, and each party bears its own costs of the mediation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b06f478-3c8c-4652-811f-6467cee824ee","order":156,"text":"If the dispute is not resolved within thirty Business Days after the referral to mediation, either party may commence court proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court at any time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2146b542-80c8-4140-81d1-136e4b94cad5","order":157,"text":"23. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S23"},{"id":"1a6704b1-0b37-43cd-b1f8-9f6b2222fcac","order":158,"text":"A notice under this Agreement must be in writing and given to the party's address stated at the beginning of this Agreement, or to the email address notified by that party for the purpose, or to such other address as that party notifies in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0648e32d-0b36-4352-ba2f-e5ef33039a21","order":159,"text":"A notice is taken to be received: if delivered by hand, on delivery; if sent by prepaid post within Australia, on the sixth Business Day after posting; and if sent by email, at the time determined under the Electronic Transactions Act 1999 (Cth), being the time the email becomes capable of being retrieved by the recipient at that address, unless the sender receives an automated message that the email has not been delivered. A notice received after 5.00 pm or on a day that is not a Business Day is taken to be received at 9.00 am on the next Business Day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae84f0d8-3e8b-4396-8997-6f20b2ae82d1","order":160,"text":"24. GENERAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S24"},{"id":"52c1201c-611a-46e0-9fb1-6b013e21f4e1","order":161,"text":"Entire agreement. This Agreement records the entire agreement between the parties as to its subject matter and supersedes all prior agreements, understandings, representations and negotiations in relation to it. No party has relied on any representation not expressly set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce0f499e-a094-43d3-b5a9-485067578251","order":162,"text":"Variation. This Agreement may be varied only by a document signed by or on behalf of each party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa1a16a6-af88-482f-b28f-f678f05155fb","order":163,"text":"Waiver. A failure or delay by a party to exercise a right or remedy does not operate as a waiver of that right or remedy. A waiver is effective only if given in writing and only in respect of the matter for which it is given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e4946789-a69b-43da-b940-cdf44457b2ad","order":164,"text":"Survival. The clauses entitled "Definitions and Interpretation", "Status of the Contractor", "Intellectual Property", "Confidentiality", "Privacy and Personal Information", "Warranties and Liability", "Fairness of Terms", "Conflict of Interest and Non-Disparagement", "Dispute Resolution", "Notices" and this clause, together with any other provision which by its nature is intended to survive, survive the expiry or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aeb94062-c906-41f2-ae43-ea77601529ae","order":165,"text":"Set-off. The Client may set off against any amount payable to the Contractor any amount that is due and payable by the Contractor to the Client under this Agreement and that is not the subject of a bona fide dispute, provided that the Client first gives the Contractor written notice of its intention to do so and of the basis of the set-off. This paragraph does not apply to the extent that set-off is restricted by the security of payment legislation referred to in the clause entitled "Security of Payment".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a5df8888-6934-40d5-a106-e4fcff702e09","order":166,"text":"Severability. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, it is to be read down so as to be valid and enforceable or, if it cannot be so read down, it is severed to the extent of the illegality, invalidity or unenforceability, without affecting the remaining provisions or the validity of that provision in any other jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e78e8799-aa0d-424b-a00f-90e768ee55fc","order":167,"text":"Further assurance. Each party must do all things and execute all documents reasonably necessary to give full effect to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef7248be-5a03-44a5-b684-8ba8db3b68e7","order":168,"text":"Costs. Each party bears its own costs of negotiating, preparing and executing this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64b94ad9-8ae8-4416-a4ed-3bd45664b854","order":169,"text":"Counterparts and electronic signature. This Agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute one instrument. A party may execute this Agreement by electronic signature, and such execution is as effective as execution by hand.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76c7944d-993b-46fc-ac39-380231c96e33","order":170,"text":"Governing law and jurisdiction. This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of that State or Territory and of the courts competent to hear appeals from them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bab82603-3c71-4989-989b-c565e24be998","order":171,"text":"25. EXECUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S25"},{"id":"c5a506eb-c486-4d81-8f51-f3e5a89452c0","order":172,"text":"Executed as an agreement on [Date of signing].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"3e804d6e-30fe-4314-9a4b-dad2c72d7184","order":173,"text":"Signed for and on behalf of [Client company name] ACN [ACN] by its duly authorised representative:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"c6e4cd57-8209-47a4-9b12-c12be6cf7228","value":"company","type":"add","operator":"="}]},{"id":"9b34de47-a038-492d-a5e5-193d1fe123ed","order":174,"text":"Signature: ......................................................

Name: [Representative full name]
Position: [Position held]
Date: ......................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"c6e4cd57-8209-47a4-9b12-c12be6cf7228","value":"company","type":"add","operator":"="}]},{"id":"68b3207c-763d-467b-ab00-05f9343652e7","order":175,"text":"Signed by [Client full name]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"c6e4cd57-8209-47a4-9b12-c12be6cf7228","value":"individual","type":"add","operator":"="}]},{"id":"795ef112-54ed-4718-b4e7-3209b12bc262","order":176,"text":"Signature: ......................................................

Date: ......................................

Signature of witness: ........................................

Name of witness: ............................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"c6e4cd57-8209-47a4-9b12-c12be6cf7228","value":"individual","type":"add","operator":"="}]},{"id":"6e62458f-10a0-426a-9da9-0d987fd27fae","order":177,"text":"Signed for and on behalf of [Contractor company name] ACN [ACN] by its duly authorised representative:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"651c96d2-09cc-4978-bfc5-97c70176959c","value":"company","type":"add","operator":"="}]},{"id":"56734e10-6c57-4355-b638-d7367156baf5","order":178,"text":"Signature: ......................................................

Name: [Representative full name]
Position: [Position held]
Date: ......................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"651c96d2-09cc-4978-bfc5-97c70176959c","value":"company","type":"add","operator":"="}]},{"id":"56ae7bdd-0abd-4942-8120-4a97c89ef1ee","order":179,"text":"Signed by [Contractor full name]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"651c96d2-09cc-4978-bfc5-97c70176959c","value":"soletrader","type":"add","operator":"="}]},{"id":"765cadc7-6a12-4239-9f11-7d10188200b8","order":180,"text":"Signature: ......................................................

Date: ......................................

Signature of witness: ........................................

Name of witness: ............................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"651c96d2-09cc-4978-bfc5-97c70176959c","value":"soletrader","type":"add","operator":"="}]}]