Agent Agreement

Progress:

Should this document be binding on a party as soon as that party has signed it, even if the other party hasn't signed yet (a deed), or should it only be binding on a party once the other party has done something to "buy" the promise, for example by paying a deposit, or by starting to perform the work they agreed to do (a contract)? Please note that there are strict signing requirements, particularly for deeds, and if these requirements are not met then a deed may not be legally binding. In addition, if the parties want the agent to have the power to sign on behalf of the principal, they may be required by law to grant that power by deed.

Deed

Contract

Select whether this document will be a deed or a contract. The differences between deeds and contracts are explained below. Many agency relationships are created by deed, because the parties want the agent to have the power to sign on behalf of the principal to make contracts or to execute other documents under seal, and in order to do this, the parties may be required by law to grant that power by deed. There are stricter signing requirements for deeds than for contracts though. If a deed is not signed in accordance with these strict signing requirements, then the deed may not be legally binding. These signing requirements are often set out in the laws of the various states and territories. If the parties have any doubts about these signing requirements, then they should seek legal advice. For a valid contract to exist, there needs to be an offer and acceptance, an intention to be legally bound, and consideration (ie one thing must be given by the first party, in order for the other party to be required to give something in return). Any ordinary contract is structured like this. Consideration may be in the form of a deposit, or in the form of a party starting to perform their obligations under the contract. For example, let's say that Andrea and Ben signed a contract requiring Ben to paint Andrea's house. Perhaps the contract requires Andrea to pay 2 progress payments along the way. If Ben went ahead and started painting the house, then once he reaches the first milestone, Andrea would be required to pay. The requirement for consideration may be satisfied by Ben having started the painting, meaning that the contract becomes binding. And once Ben reaches the second milestone, Andrea would be required to make the second payment. However, if Ben never started painting the house, he may not be able to compel Andrea to pay, because no consideration has been provided. He has not given anything in return yet. Alternatively, if Andrea and Ben signed a valid deed, requiring Ben to paint Andrea's house, and requiring Andrea to pay Ben, then this may be binding on the parties regardless of whether they had performed their part of the deal. For example, Ben may be able to compel Andrea to pay, even though Ben had not performed any of the painting yet. A deed is different, as it does not require consideration. Instead, if the document is properly signed as a deed then it is binding on the party that signed it, as soon as it has been signed - even if there is no consideration, and even if the second party has not signed it yet. This is because a deed is considered to be a solemn indication to the community that the person signing the deed intends to uphold the promise they have made in the deed. As mentioned above though, if a principal wants to give the agent the power to sign contracts and deeds on behalf of the principal, then a deed may need to be used to grant this power. This is because some principals find that the laws in their relevant jurisdiction require these powers to be provided by deed. There are certain formal requirements that need to be met in order for a contract or a deed to be validly signed. Either document will need to be signed in accordance with those formal requirements, or it may not be legally binding. The rules regarding the signing of contracts or deeds by companies are set out in the Corporations Act 2001, and generally require the contract or deed to be signed by two directors, or by a director and the secretary or in the event that the company has a sole director who is also the secretary, by that person. In addition, the laws of the various states and territories may set out signing requirements, particularly in relation to deeds. If the parties do not use the correct form of document, and do not sign it in accordance with the relevant legal requirements, then there is a risk that the document will not be legally binding. This would mean the agent is not actually authorised to do the things that the principal wants the agent to do for them, and this could create significant legal problems. Therefore if the parties are in any doubt, they should seek legal advice. Select whether this document will be a deed or a contract.

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DEED OF AGENCY

This Deed of Agency, hereinafter referred to as "Deed" is entered into and made effective as of the date set forth at the end of this document

BY AND BETWEEN

________ (ABN ________)

of the following address:

________

(hereinafter "Principal")

AND

________ (ABN ________)

of the following address:

________

(hereinafter "Agent")

Principal and Agent may be referred to individually as "Party" and collectively as the "Parties."

RECITALS:

WHEREAS, the Principal is involved in the business of the following:

________

WHEREAS, the Principal desires to appoint and engage the Agent as its lawful agent and representative to perform the services (hereinafter defined and referred to as "Services") described hereunder;

WHEREAS, the Agent agrees to accept such appointment and to represent the Principal and perform such Services in the territory described herein, under the terms and conditions in this Deed;

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties hereby agree as follows:

(1) DEFINITIONS:

"ACL" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).

"Accounts" has the meaning defined in the "Accounts and Records" clause of this Deed.

"Agent" means ________.

"Deed" means this agreement.

"Business Day" means a day which is not a Saturday, Sunday or public holiday in New South Wales.

"End Date" means ________.

"Fee" means the fee paid by the Principal to the Agent in accordance with the "Fees" clause of this Deed.

"GAAP" means Generally Accepted Accounting Principles as applicable in Australia.

"GST" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to GST Law.

"GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

"Party" means a party to this Deed, whether the Principal or the Agent.

"Parties" means more than one party, collectively.

"Principal" means ________.

"Services" means the services as described under the "Appointment" clause of this Deed.

"Start Date" means ________.

"Territory" means the territory described in the "Territory" clause of this Deed.

(2) INTERPRETATION:

In this Deed, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Deed then any grammatical variations of that word or phrase have a corresponding meaning.

(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(e) Any reference to time is a reference to time in New South Wales.

(f) In the event that something must be done under this Deed on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) Headings and titles are included in this Deed for convenience only and shall not affect the interpretation of this Deed.

(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Deed and the events contemplated by it.

(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.

(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.

(3) APPOINTMENT:

(a) Principal hereby appoints Agent as its agent in the territory described in the "Territory" clause of this Deed.

(b) Agent will perform the following Services for Principal, in accordance with the terms and conditions of this Deed (the "Services"):

________

(4) SCOPE OF AUTHORITY:

Agent shall have specific, limited authority to bind Principal. As such, the scope of Agent's authority, and any limitations included therein, is as follows:

________

(5) TERRITORY:

Agent shall perform the Services for the Principal in the following territory (the "Territory"):

________

(6) TERM:

(a) Agent shall begin performing the Services for Principal on the following date: ________ ("Start Date").

(b) Agent will continue performing the Services for Principal until the following date: ________ ("End Date").

(c) This Deed will automatically renew for terms of the exact duration of the first term until terminated by either of the Parties as described elsewhere in this Deed.

(7) FEES:

(a) Agent will be paid as follows (hereinafter "Fee"):

________

(8) GOODS AND SERVICES TAX:

(a) Unless otherwise explicitly agreed to by each of the parties, the Fee payable under this Deed (as described in the preceding clause) excludes GST.

(b) In the event that GST is payable on the Fee or in connection with this Deed, the Principal will pay to the Agent an amount equal to the GST payable on the Fee ("the GST Amount"), calculated by multiplying the Fee by the prevailing GST rate.

(c) The Principal must pay the GST Amount to the Agent at the same time and in the same manner as the Fee is payable.

(d) Any obligation on the Principal to pay the GST Amount under this clause is conditional on the Agent providing to the Principal a valid tax invoice in accordance with GST Law.

(e) This clause will survive Termination, expiration or Completion of this Deed.

(9) EXPENSES:

The Agent will be responsible for any and all expenses incurred in the performance of Services under this Deed.

(10) TAXES:

Agent shall be responsible for the payment of any and all taxes incurred by Agent under this Deed.

(11) ACCOUNTS AND RECORDS:

(a) Agent shall keep accurate records and accounts in connection with the Services including records of time spent on Services for Principal (hereinafter "Accounts").

(b) The Agent shall keep the Accounts in accordance with GAAP.

(c) The Agent shall have the Accounts audited by a registered auditor no less than once per year during the term of this Deed.

(d) The Accounts shall be subject to inspection by Principal at any time upon reasonable notice, during reasonable hours, by Principal or any of Principal's authorised representatives.

(e) The Agent shall keep the Accounts for at least seven (7) years.

(12) RETENTION OF TITLE:

(a) In the event that the Principal provides any goods, products, equipment or any other items which are the Principal's property ("Materials") to the Agent in connection with this Deed, then unless the Principal otherwise specifies in writing, such Materials will remain the sole and absolute property of the Principal as legal and equitable owner.

(b) The Agent acknowledges that in the event that it is in possession of any Materials, it is in possession of such Materials as bailee for the Principal.

(c) The Agent will store the Materials in such a manner as to make them readily identifiable as the Principal's property, for example, by keeping them separate from the Agent's own property.

(d) The Agent's right to possession of any Materials will cease if:

(I) the Agent does anything (or fails to do anything) which would entitle a receiver to take possession of any assets or which would entitle any person or entity to present a petition to wind up the Agent; or

(II) this Deed is terminated.

(e) In the event that Agent actually sells any Materials, then the entire proceeds from the sale of such Materials will be held in trust for the Principal and must at all times be readily identifiable as Principal's money.

(f) The Principal may, at any reasonable time, enter any premises where the Principal reasonably suspects that the Principal's Materials are being stored, for the sole purpose of inspecting or retrieving the Principal's Materials.

(13) TERMINATION:

(a) This Deed may be terminated by either Party, upon notice in writing:

(I) if the other Party commits a material breach of any term of this Deed that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not.

(II) if the other Party becomes unable to perform its duties under this Deed, including a duty to pay or a duty to perform.

(III) if the other Party or its employees or agents engages in any conduct prejudicial to the business of the other, or in the event that either Party considers that a conflict or potential conflict of interest has arisen between the Parties.

(IV) in the event of the other Party's insolvency, bankruptcy, death or disability.

(b) The Principal may terminate this Deed in the event of a material change in the management or control of the business of the Agent, unless such material change has occurred with the written consent of the Principal.

(c) The Parties may terminate this Deed upon the expiration of a renewal period, as long as ________ days' written notice is given prior to the expiration of the current period.

(d) The Parties may terminate this Deed prior to a renewal period by providing ________ days' written notice to the other Party.

(e) If this Deed is terminated before the expiration of its natural term, the Principal hereby agrees to pay for all Services rendered up to the date of the termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by the Agent related to the rendering of Services prior to the date of termination.

(f) Any termination of the Deed under this clause shall not affect the accrued rights and liabilities of either Party under this Deed or at law and shall be without prejudice to any rights or remedies that either Party may be entitled to.

(g) Any part of this Deed which is meant to continue after termination or which is meant to come into force at or after termination shall not be affected by this clause.

(14) RETURN OF PROPERTY:

Upon the termination or expiration of this Deed, each Party will promptly return to the other Party ("the Second Party") respectively any property, documentation, records or confidential information which is the property of the Second Party.

(15) INTELLECTUAL PROPERTY:

(a) In connection with the provision of the Services, the Agent may generate, create, write or produce intellectual property ("Created IP"), including but not limited to plans, reports, drawings, specifications, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property as required in order to provide the Services to the Principal.

(b) Unless otherwise agreed between the Parties, any intellectual property rights in any Created IP generated by the Agent in connection with the provision of the Services to the Principal shall belong to the Principal.

(c) Agent hereby acknowledges and agrees that unless otherwise agreed between the Parties, all intellectual property rights in any intellectual property provided by the Principal to the Agent in order to assist in the provision of the Services, including, but not limited to all registered copyrights, trademarks and service marks, as well as any patent or patent application ("Background IP"), shall be and remain the exclusive property of Principal, and Agent shall not at any time acquire or claim any right, title or interest in or to any such intellectual property.

(d) In relation to the Created IP and the Background IP (together hereinafter the "Principal's IP"), Agent must:

(I) not use any of the Principal's IP except in accordance with this Deed; and

(II) not do or allow to be done any thing which may endanger or damage the Principal's IP; and

(III) inform the Principal of any suspected infringement of any of the Principal's rights in the Principal's IP; and

(IV) take any action as reasonably directed by the Principal, at Principal's cost, in order to protect Principal's rights in relation to Principal's IP; and

(V) compensate the Principal for any unauthorised use of the Principal's IP; and

(VI) immediately upon the termination of this Deed, stop using the Principal's IP, except with the express written permission of the Principal.

(e) This clause will survive the termination or expiration of this Deed.

(16) DELEGATION:

The Parties hereby acknowledge and agree that Agent may engage third parties such as the Agent's employees or subcontractors to assist with the provision of the Services under this Deed.

(17) EXCLUSIVITY:

Agent hereby represents and warrants that Agent will act exclusively for the Principal and will not engage in any other Services for any other individual or organisation.

(18) LIMITATION OF LIABILITY:

(a) The Principal may have certain rights under the Australian Consumer Law ("ACL"), or under other similar or related consumer protection laws.

(b) The ACL (or any other similar or related consumer protection laws) may give the Principal certain rights, warranties, guarantees and remedies regarding the provision of goods or services by the Agent, which cannot be excluded, modified or restricted by the Agent ("Statutory Rights").

(c) The Agent's liability to the Principal is governed solely by the ACL (and any other similar or related consumer protection laws) and by this Deed.

(d) To the maximum extent permitted by law, and except in cases of death or personal injury caused by the Principal's negligence, the Principal's liability in contract, tort or otherwise arising through or in connection with this Deed or through or in connection with the fulfilment of obligations under this Deed shall be limited to Fees paid by the Principal to the Agent.

(e) To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits or business.

(f) When the Principal's Statutory Rights apply, to the maximum extent possible, the Agent's liability in respect of any claim is limited to, at the Agent's option:

(I) the supply of the services again; or

(II) the payment of the cost of having the services supplied again.

(g) This clause will survive the termination or expiration of this Deed.

(19) INDEMNITY:

Each Party, (which for the purposes of this clause shall be referred to as the "Indemnifying Party" as the context requires) hereby respectively indemnifies the other Party, keeps the other Party indemnified, and holds the other Party harmless against any and all demands, claims, or costs which may arise out of the Indemnifying Party's performance of any of its duties under this Deed.

(20) PRINCIPAL'S INSURANCE:

(a) Principal must maintain an insurance policy to cover the liability of Principal for any act or default for which it may become liable to indemnify Agent under the "Indemnity" clause of this Deed (hereinafter "Principal's Indemnity Insurance").

(b) Principal's Indemnity Insurance must include coverage for the Principal's liability for such amount as the Agent may direct from time to time.

(c) Principal must ensure that Principal's Indemnity Insurance nominates Agent as a payee and a party to Principal's Indemnity Insurance policy.

(21) AGENT'S INSURANCE:

(a) Agent must maintain an insurance policy to cover the liability of Agent for any act or default for which it may become liable to indemnify Principal under the "Indemnity" clause of this Deed (hereinafter "Agent's Indemnity Insurance").

(b) Agent's Indemnity Insurance must include coverage for the Agent's liability for such amount as the Principal may direct from time to time.

(c) Agent must ensure that Agent's Indemnity Insurance nominates Principal as a payee and a party to Agent's Indemnity Insurance policy.

(22) WORKPLACE HEALTH AND SAFETY:

(a) The Principal is committed to providing a workplace to its employees, agents, subcontractors, affiliates or other visitors which is healthy, safe and clean.

(b) The Principal is committed to creating, motivating and maintaining a positive workplace culture, particularly in relation to workplace health, safety, welfare and wellbeing.

(c) The Principal's commitment to workplace health and safety may be reflected and implemented through various standards, procedures, guidelines and/or policies ("WHS Policies").

(d) The Agent must, at the Principal's cost, comply with all relevant WHS Policies or any other standards and regulations in relation to workplace health, safety, welfare and wellbeing as required by the Principal or by law.

(23) RELATIONSHIP:

(a) Nothing in this Deed constitutes an employment relationship between the Principal and the Agent or between the Principal and the Agent's workers (such as the employees, agents or subcontractors of the Agent). No relationship of employer and employee is created by this Deed.

(b) Nothing in this Deed creates a partnership, joint venture, fiduciary relationship or other relationship between the Principal and the Agent except for the agency relationship which is provided in this Deed.

(c) The Parties hereby acknowledge and confirm that it is the express intention of all Parties that the Agent is acting in relation to the Principal as an agent and not as an employee, partner, joint venture partner or otherwise.

(24) CONFIDENTIALITY:

(a) The Agent hereby acknowledges and agrees that during the term of this Deed, the Agent may have access to information that is confidential and/or commercially valuable to the Principal ("Confidential Information"), which may include but is not limited to:

(I) information of whatever nature relating to the business activities, practices and finances of the Principal;

(II) any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts and any other plans or ideas developed by the Principal or on its behalf, or used by the Principal, whether relating specifically to the Principal's business or otherwise;

(III) any information derived from any other information which falls within this definition of Confidential Information; and

(IV) any copy of any Confidential Information.

but does not include information which:

(I) was known or in the possession of the Agent before it was provided to the Agent by the Principal, provided that it was known or in the possession of the Agent through legal means, and not as a result of any breach of this Deed or any other agreement or obligation relating to confidentiality (whether or not the Agent was a party to such other agreement or obligation);

(II) is, or becomes, publicly available, through no fault of the Agent;

(III) is provided to the Agent without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(IV) is provided to the Agent by the Principal and is marked "Non Confidential"; or

(V) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Principal is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

(b) The Agent shall keep the Confidential Information confidential and secret.

(c) The Agent shall only use the Confidential Information for the purpose of performing the Agent's obligations under this Deed.

(d) If there is any doubt as to whether any particular information constitutes Confidential Information, the Agent should presume it is Confidential Information, until the Agent obtains explicit confirmation from the Principal that it is not Confidential Information.

(e) This clause will survive termination or expiration of this Deed.

(25) AGENT'S GENERAL OBLIGATIONS:

In addition to the Agent's various obligations as set out in this Deed, the Agent must at all times during the term of this Deed:

(a) exercise reasonable care and skill in the provision of the Services under this Deed; and

(b) provide the Services in a professional and businesslike manner; and

(d) act in person; and

(e) follow the Principal's instructions; and

(f) fully disclose any personal interest or conflict of interest; and

(g) exercise due care for the Principal's property; and

(h) comply with all applicable laws, regulations and by-laws in relation to the Services; and

(i) to exercise adequate accounting practices and to avoid mixing the Agent's money with the Principal's money; and

(j) not to obtain a secret profit; and

(k) not to obtain a secret commission.

(26) NOTICES:

(a) Any notice, demand, request or other correspondence in relation to this Deed, which is required or permitted to be given in writing will be deemed validly given to the Agent if delivered by hand, by courier, or by post with a signature on delivery, to the following address:

________

(b) Any notice, demand, request or other correspondence in relation to this Deed, which is required or permitted to be given in writing will be deemed validly given to the Principal if delivered by hand, by courier, or by post with a signature on delivery, to the following address:

________

(c) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice, demand, request or other correspondence in relation to this Deed, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.

(d) The relevant facsimile contact information for the Parties is as follows:

Principal:................................

Agent:................................

(e) The relevant telephone contact information for the Parties is as follows:

Principal:................................

Agent:................................

(27) WRITTEN COMMUNICATION:

In relation to any correspondence or notification which is required under this Deed to be provided in writing from one Party to the other Party:

(a) such notice is properly given if given to the other Party:

(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Deed.

(II) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Deed.

(III) by post to a postal address the other party has nominated, acknowledged or used in connection with this Deed.

(b) such notice is taken to be received:

(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(III) if sent by prepaid post within Australia, five (5) Business Days after the date of posting.

(IV) if sent by prepaid post to or from an address outside Australia, twenty (20) Business Days after the date of posting.

(28) 2888885555 852888582 25282 885585:

(________) 5585 25522, (85885 225 252 25522828 22 2588 885582 85588 82 52225525 22 58 252 "2555522822 25522" 58 252 8222252 52858528) 525282 528228288282 85555228:

(________) 2552 252 2555522822 25522 25882 52525825258 252 22528 22 2588 8225.

(________) 2552 252 2555522822 25522 558 555 252 22225252822 22 282582 82522225222 82258 558882 82 52852822 22 252 2522258 555528825 82 2588 8225 525 252 2555522822 25522 558 282525:

(________) 25222 8585 82522225222 82258 558882; 25

(________) 2828225 222 22 2522 8585 82522225222 82258 558882.

(________) 2552 252 2555522822 25522 558 222 8222 8255825 22 22225 2588 8225 82 522 52252822252822(8) 2552 82 252 22525 25522 25 82 522 2228825, 22282222, 58528225, 52222, 8222558225, 58882222, 858828825 25 22525 52252822252882 22 252 22525 25522, 258222 58 25288525 82 2588 8225.

(________) This clause will survive the termination or expiration of this Deed.

(29) GENERAL PROVISIONS:

(a) GOVERNING LAW: This Deed shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.

(b) LANGUAGE: All communications made or notices given pursuant to this Deed shall be in the English language.

(c) ASSIGNMENT: This Deed, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.

(d) AMENDMENTS: This Deed may only be amended in writing signed by both Parties.

(e) NO WAIVER: None of the terms of this Deed shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Deed between the Parties. No waiver of any term or provision of this Deed shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Deed shall not constitute waiver of such term or any other term.

(f) SEVERABILITY: If any provision or term of this Deed is held to be unenforceable, then this Deed will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Deed, valid and enforceable. If a court declines to amend this Deed as provided herein, the invalidity or unenforceability of any provision of this Deed shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Deed.

(g) PUBLIC ANNOUNCEMENT: Neither Party will make any public announcement or disclosure about the existence of this Deed or any of the terms herein without the prior written approval of the other Party.

(h) ENTIRE AGREEMENT: This Deed constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

(i) COUNTERPARTS: This Deed may be executed in counterparts, all of which shall constitute a single agreement.

(j) FORCE MAJEURE: No Party is liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

EXECUTED AS A DEED THIS ________

Signed sealed and delivered by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:

___________________________________
Signature of first director

____________________________________
Name of first director

___________________________________
Signature of second director

____________________________________
Name of second director