CONSULTING 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:

1. 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 improving sales by coordinating sales efforts with both inside and field sales representatives, negotiating and establishing software product licenses..
     
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.
   
3. 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 three days' written notice to the other Party, and the Client  agrees to pay a 6% cancellation fee (the "Cancellation Fee") to the Consultant.
5. Performance
   
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
   
6. Currency
   
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).
   
7. Payment
   
7. The Consultant will charge the Client a flat fee of AUD for the Services (the "Payment").
   
8. A deposit of ________ (the "Deposit" @ ________) is payable by the Client's nominated bank account upon execution of this Agreement.
   
9. For the remaining amount, in entirety, it will be paid into the Client's nominated Escrow Account (the "Escrow Account"), and those funds will then be paid to the Consultant as progress payments adhering to the following schedule:
   
   • 1.  30% Upon completion and acceptance of program scope
     3.  54% Upon reaching User Acceptance Testing
     4.  10% Upon Production Testing Complete and Sign Off.
10. Invoices submitted by the Consultant to the Client are due upon receipt.
    
11. The Consultant is responsible for paying any Superannuation Guarantee contributions that may be required in relation to the work performed by the Consultant or by employees of the Consultant under this Agreement.
    
12. The Payment as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Payment.
    
13. Reimbursement of Expenses
    
13. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
    
14. Pre-approval is required for expenses.
    
15. Penalties for Late Payment
    
15. Any late payments will trigger a fee of 0.70% per month on the amount still owing.
    
16. Confidentiality
    
16. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
    
17. 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.
    
18. 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.
    
19. Ownership of Intellectual Property
    
19. 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.
    
20. 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.
    
21. Return of Property
    
21. 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.
    
22. Capacity/Independent Contractor
    
22. 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.
    
23. Right of Substitution
    
23. 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.
    
24. 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.
      
25. Autonomy
    
25. 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.
    
26. Equipment
    
26. 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.
    
27. No Exclusivity
    
27. 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.
    
28. Notice
    
28. 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:
    
    1. ___________________
       ___________________
       
    2. ___________________
       ___________________
       

    or to such other address as either Party may from time to time notify the other.

29. Company Number
    
29. The Company Numbers for the Parties to this Agreement are as follows:
    
    1. ___________________: ___________________
       
       
    2. ___________________: ___________________
       
       
30. Indemnification
    
30. 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.
    
31. Additional Clause
    
31.  
32. Modification of Agreement
    
32. 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.
    
33. Time of the Essence
    
33. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
    
34. Assignment
    
34. 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.
    
35. Entire Agreement
    
35. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
    
36. Enurement
    
36. 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.
    
37. Titles/Headings
    
37. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
    
38. Gender
    
38. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
    
39. Governing Law
    
39. This Agreement will be governed by and construed in accordance with the laws of the State of Queensland Australia.
    
40. Severability
    
40. 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.
    
41. Waiver
    
41. 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.