CLOCS-A General Service Agreement

BACKGROUND

A. CLOCS-A is of the opinion that the Supplier has the necessary qualifications, experience, and abilities to provide services to the CLOCS-A.

B. The Supplier is agreeable to providing such products/services to the CLOCS-A 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, CLOCS-A and the Supplier (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

1. CLOCS-A hereby agrees to engage with the Supplier to advertise its products/services with CLOCS-A and its members with the following services (the “Services”):

  • Supplier advertising on CLOCS-A website(www.clocs-a.org.au).

2. The Services will also include any other tasks which the Parties may agree on. The Supplier hereby agrees to provide such services to CLOCS-A.

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 {Date}, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of both Parties.

4. In the event that either Party wishes to terminate this Agreement prior to {Date}, 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. CLOCS-A will charge the Supplier for advertising on the website, an annual fee for the Services at the rate of {$5,000.00/$2500/$1500} per year (the “Payment”).

8. A deposit of {$5,000.00/$2500/$1500} (the “Deposit”) is payable by the Suppier upon execution of this Agreement.

9. For the remaining amount, the CLOCS-A will invoice the Supplier when the Services are complete.

10. Invoices submitted by the CLOCS-A to the Supplier are due within 30 days of receipt.

11. If this Agreement is terminated by the CLOCS-A or the Supplier prior to completion of the Services but where the Services have been partially performed, the Supplier will be required to provide a pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of CLOCS-A.

12. The Payment as stated in this Agreement does not include goods and services tax(GST), or other applicable duties as may be required by law. Any GST and duties required by law will be charged to the Supplier in addition to the Payment.

REIMBURSEMENT OF EXPENSES

13. CLOCS-A will be reimbursed from time to time for reasonable and necessary expenses incurred by changes made to any advertising provided by the Supplier in connection with providing these Services.

14. All expenses must be pre-approved by both CLOCS-A and the Supplier.

CONFIDENTIALITY

15. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the CLOCS-A and its members which would reasonably be considered to be proprietary to CLOCS-A including, but not limited to, accounting records, business processes, and CLOCS-A records and that is not generally known in the industry of CLOCS-A and where the release of that Confidential Information could reasonably be expected to cause harm to CLOCS-A brand and reputation and that of its members.

16. The Supplier agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Supplier has obtained, except as authorised by CLOCS-A or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

17. All written and oral information and material disclosed or provided by CLOCS-A to the

Service Provider 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 Supplier.

OWNERSHIP OF INTELLECTUAL PROPERTY RETURN OF PROPERTY

18. 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, trademark, 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 CLOCS-A. The use of the Intellectual Property by CLOCS-A and its members will not be restricted in any manner.

19. The Supplier may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of CLOCS-A. The Supplier will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

RETURN OF PROPERTY

20. Upon the expiry or termination of this Agreement, the Supplier will return to the CLOCS-A any property, documentation, records, or Confidential Information which is the property of the CLOCS-A.

CAPACITY/INDEPENDENT CONTRACTOR

21. In providing the Services under this Agreement it is expressly agreed that the Supplier is acting as an independent Supplier and not as an employee. The Supplier and CLOCS-A acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

RIGHT OF SUBSTITUTION

22. Except as otherwise provided in this Agreement, the Supplier may, at the Supplier’s absolute discretion, engage a third-party sub-Supplier to perform some or all the obligations of the Supplier under this Agreement and the CLOCS-A will not hire or engage any third parties to assist with the provision of the Services of the Supplier.

23. In the event the Supplier hires a sub-Supplier:

a. the Supplier will pay the sub-Supplier for its services and the Payment will remain payable by the Supplier to its sub-Supplier.

b. for the purposes of the indemnification clause of this Agreement, the sub-Supplier is an agent of the Supplier not of CLOCS-A.

AUTONOMY

24. Except as otherwise provided in this Agreement, the Supplier will have full control over working time, methods, and decision making in relation to provision of their Services/Supply of Products in accordance with the Agreement. The Supplier will work autonomously and not at the

EQUIPMENT

25. Except as otherwise provided in this Agreement, the Supplier will provide at the Supplier’s own expense, all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

26. 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 like the Services.

NOTICE

27. 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 the following addresses:

a. CLOCS-A 6B Manor Street Bacchus Marsh VIC 3340

b. {Supplier}{Address} or to such other address as either Party may from time to time notify the other.

INDEMNIFICATION

28. 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 directors, shareholders, 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 directors, shareholders, 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

29. 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

30. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

31. The Supplier will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the CLOCS-A.

ENTIRE AGREEMENT

32. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

33. 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

34. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

35. 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

36. This Agreement will be governed by and construed in accordance with the laws of the State of Victoria, Australia.

SEVERABILITY

37. If 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

38. 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 Service Agreement breach of the same or other provisions.