დამოუკიდებელი კონტრაქტორის შეთანხმება, უცხოურ კომპანიასთან

სალამი ხალხო,

მე ვარ დამოუკიდებელი კონტრაქტორი და ვიწყებ მუშაობას უცხოურ კომპანიასთან როგორც კონსულტანტი.

იქნებ გადახედოთ ამ შეთანხმებას და მითხრათ თუ ღირს ამ კომპანიასთან მუშაობა, არანაირი ხელი არ მომიწერია კონტრაქტს.


მომივიდა ეს მეილი.

Thank you for applying to join our team.

As part of the application process, you agreed to our contractor terms and conditions on 2023-08-31.

We have attached a copy of this agreement for your records.

ესეც შეთანხმება

INDEPENDENT CONTRACTOR AGREEMENT
1. APPOINTMENT
On and from the Commencement Date the Company engages the Contractor,
and the Contractor accepts the engagement, as an independent contractor to
provide the Services.
2. TERM
Unless otherwise agreed to in writing by the parties, this agreement will
commence on the date that it is agreed to by both parties (Commencement
Date) and continues automatically month to month until it is terminated in
accordance with its terms (Term).
3. SCOPE OF SERVICES
(a) The scope of services to be provided by the Contractor under this
agreement as at the Commencement Date are those specified in
Schedule 1 and all other reasonably necessary or incidental duties
(Services).
(b) Subject to clause 3, the Company may by writing to the Contractor:
(i) request to add to, omit, reduce, or vary part or parts of the
Services; and
(ii) specify any changes to the Fees to reflect the proposed changes
to the Services (a Proposal).

© The Contractor may accept or reject a Proposal by responding in writing
to the Company within 5 Business Days of receiving the Proposal.
(d) If, within 5 Business Days of receiving a Proposal, the Contractor has
not accepted the Proposal in writing then the Proposal will be deemed
to have been rejected and neither the Company nor the Contractor will
have any further obligations in relation to that Proposal.
(e) Where the Contractor accepts the Proposal in accordance with clause
3©:
(i) the Services will be amended to reflect the amended scope of
services specified in the Proposal; and
(ii) any changes to the Fees agreed by the parties will be payable on
and from the date of acceptance of the Proposal (or as otherwise
agreed between the parties).

4. PROVISION OF SERVICES BY THE CONTRACTOR
(a) The Contractor is responsible for determining:
(i) how it performs the Services;

(ii) subject to clause 5, the Personnel that will perform the Services;
and
(iii) when the Services will be performed.
(b) The Contractor must, and must ensure that its Personnel:
(i) act in a workmanlike, careful, safe and proper manner;
(ii) perform the Services in a timely manner and in accordance with
the standards of diligence, skill and care normally exercised by a
similarly qualified and competent person providing services
comparable to the Services;
(iii) act in good faith in all dealings with the Company and its
customers; and
(iv) not cause any harm to the reputation, goodwill or interests of the
Company or its customers.

5. PERSONNEL
(a) In this agreement Personnel means:
(i) where the Contractor is a company or other entity, any employees,
officers, contractors and agents of the Contractor engaged by the
Contractor to provide any part of the Services; or
(ii) if the Contractor is an individual, that individual.
(b) The Contractor must notify the Company of all Personnel prior to them
commencing to provide any part of the Services.
© The Contractor must not change its Personnel without the prior written
consent of the Company, such consent not to be unreasonably withheld
or delayed.
(d) Where any Personnel are no longer able to perform the Services, the
Contractor must immediately notify the Company and ensure that these
Personnel are promptly replaced with suitably qualified and
experienced staff who are able to perform the Services and are
approved in writing by the Company (acting reasonably).

6. CONTRACTOR’S EQUIPMENT
(a) The Contractor must, at its cost, provide all equipment, materials and
resources reasonably required to perform the Services.

(b) The equipment, materials and resources used by the Contractor must be
suitable for the work and must be maintained by the Contractor in good
working condition.
7. REVIEW MEETINGS
If requested by the Company, the Contractor must:
(a) provide any information regarding the performance of the Services
reasonably requested by the Company; and
(b) attend meetings with the Company’s Talent Manager or such other
person as notified by the Company to discuss the Services from time to
time.

8. DEFECTIVE SERVICES
If the Company (or its customers) reasonably considers that any part of the
Services has not been performed in accordance with the requirements of this
agreement (Defective Services), the Contractor:
(a) must, at the Contractor’s cost, rectify the Defective Services; and
(b) is responsible for any loss or costs incurred by the Company or its
customers resulting directly or indirectly from the Defective Services.

9. FEES AND EXPENSES
(a) The Company must pay the fees to the Contractor as set out in
Schedule 1 (as may amended by any agreed Proposal) (Fees).
(b) The Contractor must provide the Services at its own cost.
© Unless specified in Schedule 1 or otherwise agreed prior to the costs

being incurred, the Contractor will not be reimbursed for any out-of-
pocket expenses.

10. PAYMENT
The Company must pay the Fees and any GST amount within 30 days after
the Company receives payment from the client and it has received a valid tax
invoice from the Contractor for the period and that invoice has been approved
by the Company.
11. INSURANCES
The Contractor must:
(a) take out and maintain during the Term all the insurances specified in
Schedule 1; and

(b) if requested by the Company, provide certificates of currency for each
insurance required by clause 11(a).
12. PAYMENT OF CONTRACTOR’S EMPLOYEES
The Contractor must:
(a) comply with all legislation and industrial awards which are applicable to
the Contractor, its business and any of its Personnel;
(b) comply with all obligations imposed on an employer to keep records and
lodge returns;
© pay its Personnel all remuneration, entitlements and benefits including
salary, superannuation, annual leave, sick leave, over time, penalty
rates, long service leave and any other benefits, allowances or payments
to which they may be entitled to;
(d) pay or remit all taxes, levies and duties which arise in respect of or in
relation to such remuneration, entitlements and benefits and the
engagement of any Personnel;
(e) without limiting paragraph ©, pay all fees or monies that may be due to
any of its Personnel.
13. COMPLIANCE WITH LAWS
Without limiting any other provision, the Contractor must, and must ensure
that its Personnel, comply at its own cost and expense with all Laws.
14. CONTRACTORS WARRANTIES
(a) The Contractor represents and warrants to the Company that:
(i) it has investigated and made all due enquires about its obligations
under this agreement;
(ii) it enters into this agreement on the basis of its own investigations
and not on the basis of any statement or representation by the
Company except as set out in this agreement;
(iii) it conducts its own business which includes the provision of
services similar to the Services to other parties;
(iv) the Contractor’s Personnel are and will remain at all times
employees, officers, independent contractors or agents of the
Contractor, or where the Contractor is an individual, they are and
will remain at all times an independent contractor;
(v) where applicable, it has entered into employment contracts with
each of its employees and will maintain and comply with those
employment contracts during the Term; and

(vi) it, and its Personnel, possess the necessary capacity, skills,
resources, training, experience and expertise to provide the
Services, in accordance with the terms of this agreement.
(a) Neither the Contractor nor any of its Personnel has any authority to bind
the Company in any way.
15. RELATIONSHIP BETWEEN PARTIES
(a) The parties acknowledge and agree that the Contractor is an
independent contractor, and in carrying out the Services under this
agreement, acts in the capacity as an independent contractor.
(b) This agreement does not create, and must not be construed to create,
any express or implied relationship between the Company and the
Contractor or between the Company and any of the Contractor’s
Personnel of:
(i) employment;
(ii) principal and agent;
(iii) partnership; or
(iv) joint venture.
16. CONFLICT OF INTEREST
(a) The Contractor warrants that:
(i) it is not under any obligation or restriction which would prevent it
from complying with its obligations under this agreement;
(ii) it is not subject to any fact, matter or circumstance which would
place it in a conflict of interest with its obligations under this
agreement.
(b) The Contractor must:
(i) not assume any such obligation or restriction; and
(ii) must notify the Company of any fact, matter or circumstance
which may lead to a conflict of interest arising in respect of the
Contractor’s obligations under this agreement.

© The Contractor may engage in any other work and assignments during
the Term provided that such other work or assignments do not involve a
conflict with its duties and responsibilities to the Company or its

customers and do not bring the Company or its customers into
disrepute.
17. NO EXCLUSIVITY
The Contractor acknowledges and agrees that its appointment to provide the
Services is not exclusive and that the Company may engage or appoint other
contractors to provide services similar or corresponding to the Services.
18. INTELLECTUAL PROPERTY - DISCLOSURE AND OWNERSHIP
(a) For the purposes of this agreement:
Intellectual Property means any and all present and future rights
conferred by statute, common law or equity in or in relation to
trademarks, service marks, patents, copyrights, moral rights, processes,
know-how, trade secrets, registered designs, design rights, circuit
layouts, trade names, inventions, coding, business, internet and domain
names and confidential or proprietary information and other results of
intellectual activity in the industrial, commercial, scientific, literary or
artistic fields whether or not registrable, registered or patentable.
New Material means any tangible and intangible information,
documents, reports, software, designs (including source and object
code), inventions, data and other materials in any media whatsoever that
are created, written, developed, or otherwise brought into existence
during the Term in connection with, or arising out of, the Services.
Project IP means any New Material and any Intellectual Property in any
New Material created by the Contractor or its Personnel, the Company
or any of its customers in connection with, or arising out of, the Services.
(b) The Contractor:
(i) agrees that, and must procure that its Personnel agree that, the
Company (or its nominee customer) owns all rights, title and
interests in the Project IP immediately upon creation of that
Project IP;
(ii) assigns all of its rights, title and interests in the Project IP to the
Company (or its nominee customer) and will procure that each of
its Personnel assigns or transfers all their rights, title and
interests in the Project IP to the Company (or its nominee
customer);
(iii) must, and must procure that its Personnel, do all things and
execute all documents necessary to secure the Company's (or its
nominee customer’s) ownership of the Project IP and give effect to
any assignment required by this clause 18; and
(iv) must disclose to the Company promptly and fully all discoveries,
improvements and inventions made or conceived by the
Contractor or its Personnel (either solely or jointly with others) in

connection with, or arising out of, the course of performing the
Services which are similar to the actual or anticipated business,
work or investigations of the Company (or its nominee customer)
or which result from or are suggested by any work performed for
the Company (or its nominee customer). Such inventions, whether
or not they contain Intellectual Property rights capable of
protection, shall be and remain the sole and exclusive property of
the Company (or its nominee customer).

© The Contractor:
(i) represents and warrants that its performance of the Services, and
performance of the Services by its Personnel, will not infringe the
Intellectual Property of any third party; and
(ii) must not, directly or indirectly, use or infringe the Intellectual
Property of any third party in its performance of the Services;
(iii) must not copy or use in whole or any part, the Project IP except as
strictly required to provide the Services during the Term;
(iv) must not reproduce, retransmit, distribute, sell, publish,
broadcast, or circulate any part of the Project IP to any third party;
(v) must not reverse engineer, disassemble, decompile, modify, or
alter any part of the Project IP or any copy thereof, in whole or in
part;
(vi) must ensure that its Personnel do not breach, use or infringe the
Intellectual Property of any third party.

19. PRIVACY
(a) The parties must comply with:
(i) the requirements of the Privacy Act 1988 (Cth); and
(ii) the Company’s privacy policy as in force from time to time.
(b) The Contractor consents, and must ensure that its Personnel consent,
to:
(i) the Company collecting, using, and storing the personal
information of the Personnel for any lawful purpose relating to the
provision of the Services or the conduct of the Company’s
business; and

(ii) the Company transferring the personal information of the
Personnel outside of Queensland or Australia (if applicable) in the
course of the Company’s business activities.

© The Contractor consents, and must ensure that its Personnel consent, to
the Company disclosing the personal information of the Personnel to
other persons for any lawful purpose relating to the provision of the
Services and the conduct of the Company’s business.

20. DATA SECURITY
(a) The Contractor must, and must ensure that its Personnel:
(i) use good industry practice in determining, maintaining, storing
and securing passwords used to access any hardware, software or
other services or electronic platforms used in performing any part
of the Services including without limitation employing two factor
authentication and regularly changing passwords;
(ii) comply with any customer requirements with respect to data
security, passwords or IT systems or hardware requirements; and
(iii) not reveal any passwords to others or allow others to use the
Contractor’s passwords or any Contractor’s Personnel’s
passwords.

(b) The Contractor must use good industry practice to ensure the security
of any hardware, software or other services they use in providing the

Services including without limitation using industry recognised anti-
virus, VPN and firewalls programs.

21. CONFIDENTIALITY
(a) In this clause 21, Confidential Information includes, but is not limited to,
any information that is:
(i) disclosed by or on behalf of one party to another party in
connection with this agreement or the performance of the
Services which has been designated as confidential by the party
disclosing the information, or information which by its nature
should reasonably be considered to be confidential (e.g. daily
rates, hourly rates or other costs), marked as confidential; or
(ii) received or developed by the Contractor during the engagement,
which relates to the Services or to the processes, equipment and
techniques used by the Company (or its customers) in the course
of the Company’s (or its customer’s) business, including but not
limited to all information, data, drawings, specifications,
documentation, source or object code, designs, construction,
workings, functi0ns, features and performance notes, techniques,
concepts not reduced to material form, agreements with third
parties, schematics and proposals and intentions, technical data
and marketing information such as customer lists, financial

information and business plans, but does not include information
which:
(iii) is generally available in the public domain otherwise than as a
result of a breach of this agreement by the Contractor or its
Personnel; or
(iv) was known by the Contractor prior to the Company disclosing the
information to the Contractor.

(b) Unless it has prior consent from the Company in writing the Contractor
must (and must ensure that its Personnel):
(i) only use the Confidential Information for the purpose of
performing the Services;
(ii) not use or attempt to use any Confidential Information in any
manner which may prejudice the confidentiality of the
Confidential Information or may injure or cause loss to the
Company or its customers;
(iii) not disclose it unless the Contractor is required by law to disclose
the Confidential Information but before doing so the Contractor
must:
(A) notify the Company; and
(B) give the Company a reasonable opportunity to take any
steps that the Company considers necessary to protect the
confidentiality of that information.

© Without limiting clause any other provision, the Contractor must, and
must ensure that its Personnel, at all times store all Confidential
Information safely and securely.
(d) The Contractor must immediately notify the Company in writing of any
actual, threatened or suspected unauthorised access to, or disclosure
of, any Confidential Information.
(e) At the end of this agreement the Contractor must return or destroy all
Confidential Information within its possession or reasonable control.
(f) The Contractor's obligations with regard to the Confidential Information
will continue for so long as this information is maintained on a
confidential basis:
(i) by the Company, in the case of Confidential Information pertaining
to the Company's business, or

(ii) by the Company's client, in the case of Confidential Information
pertaining to the business of the Company's client.

(g) The Contractor acknowledges that damages may not be an adequate
remedy for breach of this clause 21 and that the Company may obtain
injunctive relief against the Contractor for any breach of this clause 21.

22. TERMINATION OF AGREEMENT
(a) The Company may at any time terminate this agreement by giving the
Contractor at least 5 Business Days’ written notice of termination.
(b) The Contractor may at any time terminate this agreement by giving the
Company at least 25 Business Days’ written notice of termination.
© If a party breaches any term of this agreement, the other party may give
notice (Default Notice) specifying the default, the reasonable time
within which the default is to be rectified (which must not be less than 5
Business Days) and requiring the defaulting party to rectify the default.
(d) If, within the time specified in the Default Notice, the defaulting party
does not remedy the default then the notifying party may, without
prejudice to any other rights terminate this agreement immediately by
notice in writing.
(e) Either party may terminate this agreement if an Insolvency Event occurs
in respect of the other party.
(f) If, at the end of this agreement, the Contractor is owed any Fees,
expenses or reimbursements, the Contractor may give the Company an
invoice for such outstanding amounts. The Company must pay the
Contractor that amount (provided it is properly invoiced) within 14 days
of receiving the invoice.
(g) Immediately on this agreement terminating, the Contractor must return
to the Company or its authorised representative all property (including
documents) belonging to the Company (or its customers) that the
Contractor has or can reasonably obtain.

23. NON-SOLICITATION
(a) During the Term and the Restraint Period the Contractor must not, and
must procure that its Personnel do not, directly or indirectly:
(i) canvass, solicit, induce, encourage or endeavour to entice any
person, company or entity that is a customer, contractor or
supplier of the Company (or whose business or custom the
Company was cultivating during the Term) away from the
Company or to reduce or alter their business with the Company;

(ii) canvass, solicit, induce, encourage or endeavour to entice (or seek
to canvass, solicit, induce, encourage or endeavour to entice) any
employee, contractor or agent of the Company to terminate or
amend their contracts with the Company;
(iii) interfere or seek to interfere with the relationship between the
Company and its customers, suppliers and employees; or
(iv) induce any other person to perform any of the acts specified in
sub-clauses 23(a)(i), (a)(ii) and (a)(iii).

(b) The Contractor acknowledges that any breach by the Contractor (or its’
Personnel) of this clause 23 would cause irreparable harm and
significant damage to the Company and, without limiting any other
rights the Company may have, the Company has the right to seek and
obtain immediate injunctive relief in relation to any such breach.

© The Contractor acknowledges that the covenants in respect of non-
solicitation contained in this clause 23 are fair and reasonable and that

the Company is relying upon this acknowledgement in entering into this
agreement.

24. CONTRACTOR’S RELEASE AND INDEMNITY
(a) The Contractor:
(i) releases the Company, its officers, employees and contractors
(other than the Contractor) from any claims the Contractor or its
Personnel may have arising out of, or in relation to, the Services
for any injury or death of any person or loss of or damage to
property; and
(ii) indemnifies the Company, its officers and employees from any
claims from any persons arising out of, or in relation to, the
Services for any injury or death of any person, loss of or damage
to property,
except to the extent that the Company directly causes the loss.
(b) Without limiting the Company’s other rights under this agreement or
otherwise at Law, the Contractor indemnifies and holds harmless the
Company, its officers, employees and contractors (other than the
Contractor) against, and must pay each relevant party on demand the
amount of any losses, liabilities, demands, claims or damage incurred as
a result of:
(i) any breach of this agreement by the Contractor or its Personnel;
(ii) any breach of any warranty given by the Contractor;
(iii) any unlawful or negligent act, error or omission by the Contractor
or its Personnel;

(iv) any actual or alleged infringement of any Intellectual Property
caused by the Contractor’s (or its Personnel’s) performance or
non-performance of the Services;
(v) the Company becoming liable to pay any amounts in respect of
any Personnel (or being held to be the employer of any Personnel)
or for any payment the Company is required to make (including
but not limited to payroll taxes, other taxes, superannuation
contributions and any penalties and legal costs on an indemnity
basis); and
(vi) damage, expense, loss or liability in respect of injury to, or disease
or illness or death of, person,
arising out of or in connection with the provision or non-provision of the
Services.
© The amount of any claims, damages, interest, costs and expenses
(including without limitation all related legal costs incurred by the
Company) which may be paid, suffered or incurred by the Company in
respect of such loss, damage or injury must be made good at the
Contractor's expense and may be set-off by the Company from any
moneys due or becoming due to the Contractor.
(d) The Contractor’s liability to indemnify the Company or any other
indemnified persons under this clause 24 will be reduced proportionally
to the extent only that a negligent act or omission of the Company has
contributed to the loss, damage, injury, disease, death or other liability.
(e) The Contractor acknowledges that the indemnities and releases in this
clause 24 are for the benefit of persons and entities that are not party
to this agreement and that those rights are held on trust for them by the
Company.

25. LIMITATION OF LIABILITY
(a) Subject to the Contractor' Indemnity clause above, the Contractor’s
liability in damages (including special, indirect or consequential
damages, which damages will be deemed to include loss or revenue,
loss or profit and opportunity loss) in respect of any negligent act or
omission of by the Contractor in connection with your obligations under
this agreement will not exceed the amount specified in the
Schedule.

(b) Clause 25(a) does not apply in relation to liability for personal injury or
death, property damage, fraud, wilful misconduct or any breach of
clauses 13, 14, 15, 19, 22 or 24.
26. SURVIVAL OF OBLIGATIONS
The obligations of the Contractor under clauses 12, 13, 15, 18, 20, 21, 23, and
24, survive termination or expiry of this agreement.
27. GST / VAT
27.1 Interpretation
In this clause 27:
(a) words or expressions have the same meaning given in the A New Tax
System (Goods and Services Tax) Act 1999 (Cth), unless the context
makes it clear otherwise; and
(b) VAT means any other value added tax or similar tax imposed in any
other jurisdiction.
27.2 GST / VAT exclusive amounts
All amounts used in this agreement are exclusive of GST / VAT unless it is
clearly stated that they are intended to be GST / VAT inclusive.
27.3 GST / VAT gross up
If a party makes a supply under or in connection with this agreement in
respect of which GST / VAT is payable, the consideration payable for the
supply but for the application of this clause 27 is increased by an amount
equal to the GST / VAT exclusive consideration multiplied by the rate of GST /
VAT prevailing at the time the supply is made.
27.4 Tax invoices
Notwithstanding any other provisions of this agreement, the recipient of a
taxable supply made under or in connection with this agreement need not
make a payment until the supplier has given the recipient a valid tax invoice
for the supply to which the payment relates. The supplier must give the
recipient an adjustment note arising from an adjustment event relating to a
taxable supply made under or in connection with this agreement within seven
days after the date the supplier becomes aware of the adjustment event.
28. SET OFF
The Company may deduct from any amount payable by it under this
agreement any amount that the Contractor owes to the Company arising from

or in connection with this agreement, including any breach of this agreement
by the Contractor.
29. DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with
this agreement (Dispute) must not commence court proceedings arising
from or in connection with the Dispute, other than a claim for urgent
interlocutory relief, unless that party has complied with the
requirements of this clause 29.
(b) A party claiming the Dispute must give the other party notice to the
Dispute written notice containing reasonable details of the Dispute
(Dispute Notice).
© Within 5 Business Days of receiving a Dispute Notice, senior
representatives with authority to bind each party, must meet in good
faith to resolve the Dispute.
(d) If the Dispute is not resolved with a period of 10 Business Days from
receipt of the Dispute Notice (or such other period as the parties may
agree), any party may take legal proceedings to resolve the Dispute.

30. FORCE MAJEURE
(a) A party (Affected Party) must give timely notice to the other party
(Other Party) of any event of Force Majeure that prevents the Affected
Party (whether partially or wholly) from complying with its obligations
(except its payment obligations) under this agreement (Affected
Obligations) and must either:
(i) to the extent practicable, specify in the notice the length of delay
that will result from the event of Force Majeure; or
(ii) where it is impracticable to specify the length of the delay, provide
the Other Party with periodic supplemental noticed during the
period over which the event of Force Majeure continues.
(b) The Affected Party’s obligations to perform the Affected Obligations is
suspended for the duration of the actual delay arising out of the event
of Force Majeure.
© The parties must use their reasonable endeavours to remove or relieve
any event of Force Majeure and to minimise the delay caused by the
event of Force Majeure.
31. CONSENTS OR APPROVALS
Except as expressly provided in this agreement, if the doing of any act, matter
or thing under this agreement is dependent on the consent or approval of a

party or is within the discretion of a party then such consent or approval or
the exercise of such discretion will not be unreasonably withheld or delayed.
32. AMENDMENT
This agreement can only be amended or replaced by another agreement
executed by the parties in writing.
33. ASSIGNMENT
(a) The Contractor may only assign, encumber, subcontract, novate,
delegate, declare a trust over or otherwise deal with its rights under this
agreement with the prior written consent of the Company.
(b) The Company may assign, transfer or otherwise deal with its rights
under this agreement without the prior written consent of the
Contractor.
34. GENERAL
34.1 Defined terms
In this agreement unless the context otherwise requires:
Business Day means a day (other than a Saturday, Sunday or other day which
is a public holiday) on which banks are open for general business in Brisbane,
Queensland Australia.
Force Majeure means any circumstance that is not within the reasonable
control (whether directly or indirectly) of the party affected by the
circumstance (Affected Party) but only if and to the extent that:
(a) despite the exercise of reasonable diligence, it cannot be prevented or
avoided, or removed by the Affected Party;
(b) it prevents or materially delays the Affected Party’s ability to perform
its obligations under this agreement;
© the Affected Party has taken all reasonable precautions, due care and
reasonable alternative measures in order to avoid the effect of the event
on its ability to perform its obligations under this agreement (and
mitigate the consequences of it); and
(d) the event is not the direct or indirect result of the Affected Party’s
failure to perform any of its obligations under this agreement.
In writing means giving a notice, consent, or approval in writing or through
any electronic application or platform notified by the Company to the
Contractor from to time and written notice by will interpreted similarly.
Insolvency Event means any of the following events:
(a) a party ceases to carry on, or threatens to cease carrying on, its
business or is deregistered;

(b) a party ceases to be able to pay its debts as they become due;
© any step is taken to enter into any arrangement between the party and
its creditors;
(d) any step is taken to appoint a receiver, a receiver and manager, a trustee
in bankruptcy, a provisional liquidator, a liquidator, an administrator or
other like person to the party or any of its assets, or takes possession or
control of the party or any of its property or to any of its subsidiaries or
any property of any of its subsidiaries
(a) any event happens in Australia or any other country or territory in
respect of a party or any of its subsidiaries that is similar to any of the
events in this definition.
Law includes:
(a) any statute, regulation, rule, by-law, ordinance, proclamation,
judgement, treaty, decree, convention, rule or principle of common law
or equity, rule of any applicable stock exchange, or requirement or
approval (including any Government Agency);
(b) any regulation, rule, by-law, ordinance, proclamation or judgement
made under that law; and
© that law as amended, consolidated, supplemented, re-enacted or
replaced.
Restraint Period means:
(a) a period of 12 months after this agreement has been terminated in
accordance with its terms; or
(b) if that period is not considered reasonable, a period of 9 months after
this agreement has been terminated in accordance with its terms; or
© if that period is not considered reasonable, a period of 6 months after
this agreement has been terminated in accordance with its terms.
Services means the services set out in Schedule 1 or as otherwise agreed in
accordance with clause 3.
34.2 Governing Law
(a) This agreement is governed by the laws of Queensland, Australia.

(b) Each party submits to the jurisdiction of the courts of Queensland,
Australia and of any court that may hear appeals from any of those
courts, for any proceedings in connection with this agreement.

34.3 Liability for expenses
Unless otherwise agreed in writing, each party must pay its own expenses
incurred in negotiating, executing, stamping and registering this agreement.
34.4 Giving effect to this agreement
Each party must do anything (including execute any document), and must
ensure that its employees , contractors and agents do anything (including
execute any document), that any other party may reasonably require to give
full effect to this agreement and the transactions contemplated by it.
34.5 Variation of rights
The exercise of a right partially or on one occasion does not prevent any
further exercise of that right in accordance with the terms of this agreement.
Neither a forbearance to exercise a right nor a delay in the exercise of a right
operates as an election between rights or a variation of the terms of this
agreement.
34.6 Counterparts
This agreement may be executed in any number of counterparts. Each
counterpart constitutes an original of this agreement, all of which together
constitute one instrument. The facsimile, email or other electronically
delivered signatures of the parties shall be deemed to constitute original
signatures, and facsimile or electronic copies hereof shall be deemed to
constitute duplicate originals
34.7 No waiver
The failure or delay by any party to enforce any of the terms or conditions of
this agreement will not constitute a waiver of any such terms or conditions, or
of any other terms or conditions, and the single or partial exercise of any right
by a party does not preclude any other or further exercise of that or any other
right by that party.
34.8 Approval in writing
Where anything in this agreement is required to be approved, or requires
approval, by a party, it must be approved, or approval must be given, in writing
by that party.
34.9 Severability
Any provision of this agreement which is unenforceable or partly
unenforceable is, where possible, to be severed to the extent necessary to

make this agreement enforceable, unless this would materially change the
intended effect of this agreement.
34.10 Entire agreement
To the extent permitted by law, this agreement constitutes the entire
agreement between the parties in respect of its subject matter and
supersedes all prior agreements, understandings, representations,
warranties, statements, negotiations and documents in respect of its subject
matter (if any) made or given prior to the date of this agreement.
34.11 Execution permitted by agreement to terms
Each party:
(a) consents to the use of agreement to terms checkbox;
(b) agrees that the terms checkbox is a legally effective execution and
conclusive as to their intention to be bound by this agreement as if
signed by that party’s (or any of its duly authorised signatory’s)
manuscript signature.

34.12 Remedies
The rights of a party under this agreement are cumulative and not exclusive
of any rights provided by law.
34.13 Continuing performance
(a) The provisions of this agreement do not merge with any action
performed or document executed by any party for the purposes of
performance of this agreement.
(b) Unless expressly provided for otherwise, any representation or warranty
in this agreement survives the execution of any document for the
purposes of, and continues after performance of, this document.
© Unless expressly provided for otherwise, any indemnity agreed by any
party under this document:
(i) constitutes a liability of that party separate and independent from
any other liability of that party under this document or any other
agreement; and
(ii) survives and continues after performance of this document.

SCHEDULE 1

Item
1. Services The Services will include outsourced marketing
activities on client premises or as otherwise
directed.

2. Fees A daily rate per as agreed for each client or

project.

3. Contractor
Insurances

Workers’
compensation

As required by law

Public liability
insurance

$10 million

Professional
indemnity insurance

$10 million

Personal accident/
salary continuance
insurance

$10 million

4. Contractor expenses The Contractor will not be reimbursed for out-
of-pocket expenses unless agreed in advance

in writing.

იურიდიულ განყოფილებაში უნდა დაგეპოსტათ, მგონი

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