THIS CONSULTING AGREEMENT (the “Agreement”) is dated as shown on the previous page.
CONSULTANT Softlogic Solutions, ABN: 76 407 078 793, 11 Adeney St., Balwyn North, Vic, 3104, (the “Consultant”)
CLIENT Details on previous page (the “Client”)
BACKGROUND
A. The Client is of the opinion that the Consultant has the necessary qualifications,
experience and abilities to provide consulting services to the Client.
B. The Consultant is agreeable to providing such consulting services to the Client on the
terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits
and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
SERVICES PROVIDED
1. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”):
• Services will include analysing Client needs and current business obstacles,
identifying projects, scoping potential business solutions.; and
• Services will include analysing Client’s existing R&D Record-keeping Processes
and proposing enhancements (documentation, records, tools and frameworks)
necessary to reduce R&D Tax Incentive and ATO Audit risk.
• Services will include provision of Training workshops for the 6-Step R&D Tax
Implementation Framework and Business Process Engineering.
2. The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.
TERM OF AGREEMENT
3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
4. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 30 days’ written notice to the other Party.
PERFORMANCE
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
CURRENCY
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).
PAYMENT
7. The Consultant will charge the Client for the Services as follows (the “Payment”):
• Fixed Price R&D Tax Incentive Workshops - Diagnostic, Starter, Consistency,
Ultimate Packages. Software Professional Services at agreed rates.
• Hourly rates for any other Consulting Services as agreed rates.
8. Invoices submitted by the Consultant to the Client are due within 14 days of receipt.
9. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant
will be entitled to pro rata payment of the Payment to the date of termination
provided that there has been no breach of contract on the part of the Consultant.
REIMBURSEMENT OF EXPENSES
10. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
11. All expenses must be pre-approved by the Client.
INTEREST ON LATE PAYMENTS
12. Interest payable on any overdue amounts under this Agreement is charged at a rate of 22.50% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
CONFIDENTIALITY
13. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
14. The Consultant agrees that they will not disclose, divulge, reveal, report or
use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
15. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
OWNERSHIP OF INTELLECTUAL PROPERTY
16. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
17. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
RETURN OF PROPERTY
18. Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
CAPACITY/INDEPENDENT CONTRACTOR
19. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
20. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
21. In the event that the Consultant hires a sub-contractor:
• the Consultant will pay the sub-contractor for its services and the Compensation
will remain payable by the Client to the Consultant.
• for the purposes of the indemnification clause of this Agreement, the sub-
contractor is an agent of the Consultant.
AUTONOMY
22. Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.
EQUIPMENT
23. Except as otherwise provided in this Agreement, the Consultant will provide at
the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
NO EXCLUSIVITY
24. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
NOTICE
25. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at their address.
INDEMNIFICATION
26. Except to the extent paid in settlement from any applicable insurance policies,
and to the extent permitted by applicable law, each Party agrees to indemnify
and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of
any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
27. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
28. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
29. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
30. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
31. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
32. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
33. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
34. This Agreement will be governed by and construed in accordance with the laws of the State of Victoria, Australia.
SEVERABILITY
35. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
36. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
