Parties

Principal: Green Ribbon Cleaning Services Pty Ltd (ABN: 57 138 031 295) of 10 Bowman Court Taylors hill VIC 3037 in the State of Victoria.

 

Contractor: {fullName} (ABN: {abn}) of {address} in the State of Victoria.

RECITALS

(A) The Principal conducts the business known as The Green Ribbon Commercial and Residential Cleaning.

(B) From time to time, the Principal wishes to engage the Contractor to undertake the Works on the pre-agreed terms and conditions set out in this Agreement.

(C) The Contractor has agreed to provide the Works in accordance with and subject to the terms of this Agreement.

It is agreed as follows:

1.0 Defined Terms

1.1 Agreement means this document and any Schedule to this document.

1.2 Cleaning Award means the Cleaning Services Award 2010 [MA000022] as varied from time to time.

1.3 Client means the Principal’s Client, for whom the Works are to be provided pursuant to an Engagement.

1.4 Client Site means the client’s premises where the Works are to be performed for an Engagement, as specified in the Work Order for that Engagement.

1.5 Commencement Date means the date both parties have executed this Agreement.

1.6 Confidential Information means, in relation to a party (for the purposes of this Definition, the Disclosing Party):

(a) all information relating to or used by the Disclosing Party, including know-how, trade secrets, ideas, marketing strategies, pricing, client and operational information;

(b) all information concerning the current or proposed business affairs or property of the disclosing Party;

(c) any Personal Information disclosed by the Disclosing Party pursuant to this Agreement;

(d) information of the type described in sub-clauses (a) - (c) in relation to a Client;

(e) contact details of a Client; and

(f) this Agreement and each Work Order.

but does not include:

(g) information already known to the receiving party at the time of disclosure by the other party; or

(h) information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this Agreement.

1.7          Contractor’s Personnel means the Contractor’s directors, officers, employees, contractors and agents.

1.8          Engagement means the engagement by the Principal of the Contractor to perform Works pursuant to a Work Order.

1.9          Fees means the fees payable by the Principal to the Contractor for each Engagement, as set out in the Work Order for that Engagement.

1.10       FWA means the Fair Work Act 2009 (Cth) as amended.

1.11       GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended.

1.12       Illegal Worker means a person who is an Unlawful Non-Citizen who is working without a visa, or a Non-Citizen who is performing work in breach of a Visa Work Condition.

1.13       Intellectual Property means statutory and other proprietary rights (whether or not registered) in respect of trade marks, designs, patents, circuit layouts, copyright, confidential information, know how, and all other rights with respect to intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.

1.14       Labour Hire Act means the Labour Hire Licensing Act 2018 (Vic) as amended or Labour Hire Licensing Act 2017 (VIC) as amended.

1.15       Non-Citizen has the same meaning as the term is defined in the Migration Act 1958 (Cth) and Australian migration laws.

1.16       Payment Timeline means the timeline for payment by the Principal to the Contractor for an Engagement as set out in the relevant Work Order.

1.17       Personal Information means personal information, health information and sensitive information, as each of those terms are defined in the Privacy Act 1988 (Cth) as amended.

1.18       Related Body Corporate has the same meaning as that term is defined in the Corporations Act 2001 (Cth).

1.19       Representative means the representative of the Contractor engaging with the Principal or Clients, including any representative of the Contractor included in a Work Order.

1.20       Sham Contracting means the disguising or misrepresentation of an employment relationship as an independent contracting arrangement, instead of engaging the worker as an employee in order to avoid obligations to the employee in the Australian workplace relations system, including the FWA.

1.21       Term has the meaning given by clause 2.1.

1.22       Unlawful Non-Citizen has the same meaning as the term is defined in the Migration Act 1958 (Cth) and Australian migration laws.

1.23       Visa Work Condition means a condition of a visa restricting the work that a Non-Citizen may do in Australia.

1.24       Work Order means a work order agreed between the Principal and the Contractor in accordance with the process set out in clause 3.

1.25       Works means the services to be provided by the Contactor pursuant to each Work Order.

2.0 Commencement and Term

2.1          Engagement

This Agreement will commence on the Commencement Date and continues until terminated in accordance with clause 10 of this Agreement (Term).

2.2          No Minimum Number of Engagements

The Contractor expressly acknowledges and agrees that the Principal does not guarantee the Contractor that it will appoint the Contractor any fixed or minimum number of Engagements under this Agreement during the Term.

2.3          Guarantee

The Principal enters into this Agreement and any Engagement pursuant to a Work Order subject to and conditional upon the guarantee and indemnities pursuant to clause 15.

3.0 Engagement of Contractor

3.1          If the Principal wishes to offer the Contractor an Engagement, the Principal must deliver a signed Work Order substantially in the form of Schedule 1.

3.2          If the Contractor wishes to accept the Engagement, the Contractor must countersign the Work Order and return it to the Principal within 5 days of the date of the Work Order.

3.3          The Contractor will not perform any works until a Work Order has been agreed and signed by the Principal and the Contractor.

3.4          The parties acknowledge and agree that each signed Work Order that is returned to the Principal by the Contractor pursuant to clause 3.2:

(a)           is made pursuant to this Agreement; and

(b)           together with this Agreement, forms a separate and binding agreement between the parties.

3.5          Except as stated to the contrary in the Work Order, a Work Order incorporates all terms of this Agreement and is subject to the terms and conditions of this Agreement.

3.6          In the event of a conflict between the terms of this Agreement and a Work Order, the terms of the Work Order will prevail (to the extent of any inconsistency) unless otherwise specified.

3.7          All notices to be given under this clause 3 in relation to Works under a Work Order must be given by email to each party’s nominated representative.

4.0 Provision of Works

4.1          The Contractor must provide the Works in accordance with this Agreement and the Work Order.

4.2          The Contractor must provide all the resources (including Contractor’s Personnel, plant, chemicals and materials) required to provide the Works unless otherwise agreed with the Principal.

4.3          The Contractor must not subcontract the Works to third parties without obtaining the prior written consent of the Principal. The Principal will not provide consent to the Contractor without evidence to the Principal’s satisfaction that the third party:

(a)           does not require a licence under the Labour Hire Act; or

(b)           has a valid licence under the Labour Hire Act; or

(c)           has submitted a valid application a licence under the Labour Hire Act on or before 29 October 2019 and has not yet had its application determined by the Victorian Labour Hire Authority.

5.0 Contractor’s Obligations

5.1          The Contractor must ensure the Works are performed in accordance with the requirements set out in this Agreement.

5.2          The Contractor is responsible for arranging its own scheduling for the performance of the Works. However, the Contractor agrees to perform the Works during any particular time window/s as directed by the Client as set out in the Work Order.

5.3          The Contractor will undertake the Works:

(a)           in a professional manner with all due skill and care of a competent and experienced provider of similar services, such standard to be determined by the Principal acting reasonably, and in compliance with all applicable laws;

(b)           in accordance with this Agreement;

(c)           in accordance with the Work Order; and

(d)           in accordance with the standards expected by the Principal of the Contractor provided to the Contractor by the Principal orally and in writing and amended from time to time.

5.4          The Contractor agrees and guarantees it will rectify (to the Principal’s reasonable standards) any Works not completed in accordance with clause 5.3 and clause 5.5 and any defects in a timely manner at its cost.

Where the Contractor refuses or fails to remedy a defect or any Works not completed to the Principal’s reasonable standards within an agreed timeframe, the Contractor agrees that the Principal may arrange for the performance of the necessary remedial work and recover any costs from the Contractor.

5.5          The Contractor must perform the Works:

(a)           at such times as are from time to time required by the Principal (acting reasonably); and

(b)           at such location or locations as the Principal may from time to time reasonably require;

(c)           in accordance with reasonable and lawful directions or instructions to it by the Principal in relation to the provision of the Works; and

(d)           where the Principal so requests, in favour of (or on behalf of) any Related Body Corporate of the Principal.

5.6          The Contractor will regularly report to the Principal, or the nominated authorised representative for the Principal to update the Principal in relation to the performance of the Works and will notify the Principal as soon as practicable if a client raises issues with the Contractor in relation to the Works.

5.7          The Contractor will comply with all reasonable requests by the Principal to provide information or access required to comply with the Principal’s legal or commercial obligations.

5.8          The Contractor must ensure all of the Contractor’s Personnel are properly trained and adequately directed for the Contractor to perform the Works in accordance with this Agreement.

5.9          The Contractor must ensure that all the Contractor’s Personnel are to be presented in a neat and professional manner and are identifiable at the Client site. The Contractor may at is option purchase uniforms from the Principal the cost of which will be borne by the Contractor.

5.10       The Contractor shall be liable on the Contractor’s own account for (and shall indemnify and keep indemnified the Principal in respect of) all remuneration, benefits entitlements and on costs in respect of the Contractor’s Personnel including wages, allowances, annual leave and leave loading, long service leave, personal/carer’s leave, workers’ compensation premiums and benefits, redundancy and notice of termination entitlements, superannuation, payroll tax and other matters whatsoever concerning the Contractor’s Personnel.

5.11       The Contractor warrants in favour of the Principal that:

(a)           it will comply with all applicable workplace laws including the FWA and the Cleaning Award;

(b)           it will not engage in Sham Contracting in connection with this Agreement or the provision of the Works; and

(c)           It:

(i)            holds a licence under the Labour Hire Act; or

(ii)           submitted a valid application for a licence under the Labour Hire Act on or before 29 October 2019 but has not yet had its application determined by the Victorian Labour Hire Licensing Authority; or

(iii)          does not require a licence under the Labour Hire Act.

(d)           If its licence (or application for a licence) under the Labour Hire Act is refused, withdrawn, granted (or made) subject to conditions, amended, expired, suspended or cancelled it will immediately notify the Principal;

(e)           If requested by the Principal the Contractor will provide the Principal with a copy of the licence it has been granted under the Labour Hire Act or the licence any third party subcontracted by the Contractor has been granted under the Labour Hire Act;

(f)            the Contractor must ensure that if consent is provided by the Principal under clause 4.3 to subcontract the Works, that the third party to whom the Works are subcontracted:

(i)            will comply with all applicable workplace laws including the FWA and the Cleaning Award;

(ii)           will not engage in Sham Contracting in connection with the provision of the Works;

(iii)          either:

(A)          holds a licence under the Labour Hire Act; or

(B)          applied for a licence on or before 29 October 2019 but has not had its licence application determined by the Victorian Labour Hire Licensing Authority;

(iv)          If the licence (or application for a licence) under the Labour Hire Act by the third party is refused, withdrawn, granted (or made) subject to conditions, amended, expired, suspended or cancelled, the Contractor will immediately advise the Principal and cease to engage the third party to provide the Works.

5.12       The relevant Contractor’s Personnel will be contactable at all reasonable times by mobile phone and use a mobile phone service that has a fully functional voicemail/message bank facility.

5.13       Scope of Works

In respect of each Engagement the Contractor must perform the Works as described in the Work Order.

5.14       Termination of Work Order

Without prejudice to the Principal’s rights pursuant to clause 10, the Principal may terminate an Engagement under a Work Order immediately on written notice if the Principal’s engagement with the Client in respect of that Work Order is terminated for any reason.

5.15       Additional Works

(a)           The Contractor may undertake additional works that are outside the scope of works set out in an Engagement for a Client in respect of which it provides Works under a Work Order if:

(i)            the additional work is requested of, and approved by, the account manager of the Principal; and

(ii)           the Principal issues a Work Order for the additional work (which will set out, amongst other things, the Fees for the work).

(b)           The Principal will be under no obligation to pay the Contractor for work completed that is outside the scope of any Engagement unless the Contractor complies with paragraph (a) Before completing such work.

6.0 Principal’s Obligation

The Principal must provide to the Contractor the information the Contractor reasonably requires to perform the Works.

7.0 Supply of Services to Others

7.1          Subject to clause 7.2, this Agreement does not prevent or restrict the Contractor from supplying services of any kind to another person.

7.2          Despite clause 7.1 The Contractor must not (and must ensure that each third party who is or has been engaged by the Contractor to perform the Works does not) during the term of this Agreement:

(a)           provide any services to any person which creates a conflict of interest between the Contractor (or the third party) and the Principal; or

(b)           otherwise provide services to another person if, in the reasonable opinion of the Principal, doing so will adversely affect the Contractor’s ability to supply the Works to the Principal in accordance with this Agreement.

8.0 Invoices, Payment and Goods and Services Tax (GST)

8.1          In exchange for the provision of the Works by the Contractor in accordance with this Agreement and the Work Order, the Principal agrees to pay the Contractor in accordance with the pricing structure set out in the Work Order.

8.2          The Contractor must invoice the Principal by emailing the invoice to greenstarsuppliers@gmail.com or by providing a hard copy of the invoice to the Principal in accordance with the Payment Timeline contained in the relevant Work Order. The invoices provided by the Contractor must be in a form approved by the Principal (acting reasonably) and must be a tax invoice that complies with the GST Act.

8.3          Payment of invoices by the Principal shall be made upon verification by the Principal of the completion of the Works or in accordance with the Payment Timeline contained in the relevant Work Order.

9.0 Contractor Not To Engage Illegal Workers

9.1          The Contractor warrants to the Principal that all of the Contractor’s Personnel are entitled to work in Australia and are not Illegal Workers.

9.2          If requested by the Principal, the Contractor will provide evidence, within 14 days, to the Principal that it has taken all reasonable steps to ensure that it has complied with and is continuing to comply with its obligation to the Principal not to engage Illegal Workers to perform the Works.

9.3          If the Contractor’s Personnel include individuals entitled to work in Australia under the terms of a visa granted by the Department of Home Affairs (or any successor), the Contractor will ensure the conditions of the visa, including any maximum hours of work conditions, are not breached.

9.4          The Contractor will immediately remove, or cause to be removed, any of the Contractor’s Personnel who are found to be Illegal Workers from the Principal’s property (or other property where the Works are performed) and any involvement in the provision of the Works.

10.0 Termination of the Agreement

10.1       Termination without cause

This Agreement or any Work Order may be terminated by either party upon 20 days' written notice.

10.2       Termination for cause

(a)           The Agreement or any Work Order may be terminated by the Principal immediately on written notice on the occurrence of any of the following events:

(i)            the Contractor commits a serious or persistent breach of this Agreement or any Work Order which is in the opinion of the Principal incapable of rectification;

(ii)           the Contractor fails to remedy, to the Principal’s satisfaction, a breach of any provision of this Agreement or a Work Order within 48 hours of receiving a written notice from the Principal identifying the breach and requiring the breach to be remedied;

(iii)          the Contractor ceases to carry on its business;

(iv)          failure by the Contractor to comply with any relevant statutory or regulatory requirement (including workplace laws, the Labour Hire Act and migration laws); or

(v)           the Contractor fails to perform Works to an acceptable quality or in a timely manner;

(vi)          the Contractor goes into liquidation;

(vii)         the Contractor or any of the Contractor’s Personnel or a third party engaged by the Contractor, in the performance of the Works, commits any act of serious misconduct, fraud or dishonesty.

(b)           The Contractor may immediately terminate this Agreement on written notice to the Principal if the Principal:

(i)            commits any serious or persistent breach of this Agreement, which is in the reasonable opinion of the Contractor incapable of rectification; or

(ii)           commits any serious or persistent breach of this Agreement which the Principal fails to remedy within 7 days of receiving a written notice from the Contractor identifying the breach and requiring the breach to be remedied;

(iii)          goes into liquidation or makes any assignment arrangement or composition with creditors of the Contractor on the happening of the event (except where the law provides otherwise); or

(iv)          ceases to carry on a business.

10.3       If any third party is contracted by the Contractor in accordance with clause 4.3 Of this Agreement and does any act or thing which, if done by the Contractor, would be a breach of this Agreement by the Contractor then such act or thing will be deemed to be a breach of this Agreement by the Contractor.

10.4       If this Agreement is entered into on or before 29 October 2019 and the Contractor has not applied for a licence under the Labour Hire Act on or before 29 October 2019, the parties unconditionally and irrevocably agree that the Principal may terminate this Agreement immediately.

10.5       If this Agreement is entered into before the Victorian Labour Hire Licencing Authority has granted the Contractor a licence under the Labour Hire Act and the Contractor’s application for a licence under the Labour Hire Act is subsequently refused by the Victorian Labour Hire Licensing Authority, the parties unconditionally and irrevocably agree that the Principal may terminate this Agreement immediately.

10.6       If the Contractor’s licence under the Labour Hire Act is cancelled, refused, withdrawn or made subject to conditions, amended expired, suspended or cancelled the parties unconditionally and irrevocably agree the Principal may terminate this Agreement immediately.

10.7       If the Contractor engages Illegal Workers, the parties unconditionally and irrevocably agree that the Principal may terminate this Agreement immediately.

11.0 Consequences of Termination

11.1       Subject to the Contractor’s compliance with this Agreement, on termination of this Agreement for whatever reason, the Principal will pay to the Contractor the amount of any Fees owing pursuant to this Agreement, up to and including the date of termination. The Principal may set off and deduct from any amount owed to the Contractor against unfinished Works that are required to be completed by others according to the Principal or in the event of any losses to the Principal as a result of the early termination of the Agreement.

11.2       The Contractor will immediately return to the Principal:

(a)           all property belonging to the Principal in the possession, custody or control of the Contractor or in the possession, custody or control of any of the Contractor’s Personnel;

(b)           keys, alarm codes, hardware, software, plant, equipment or chemicals owned by the Principal or a Client in possession of the Contractor;

(c)           all documents, plans, lists, inventions and Intellectual Property arising out of the works undertaken by the Contractor or any other of the Contractor’s Personnel; and

(d)           the Principal’s Intellectual Property and Confidential Information.

11.3       Upon termination of this Agreement for any reason, the Contractor must:

(a)           comply with the Principal’s reasonable requests to assist with facilitating the handover to any subsequent contractor for the Works; and

(b)           disclaim and cease representing any association with the business of the Principal.

11.4       The termination of this Agreement will not prejudice any rights or remedies already accrued to any party under, or in respect of any breach of, this Agreement.

12.0 Relationship

12.1       The Contractor acknowledges that the Contractor will provide the Works to the Principal as an independent contractor and this Agreement creates the relationship of principal and contractor between the parties and not any other relationship.

12.2       Nothing in this Agreement constitutes a relationship of employer and employee, principal and agent or partnership between the Principal and the Contractor, the Principal and any of the Contractor’s Personnel or the Principal and any third party.

12.3       The Principal’s engagement with the Contractor is non-exclusive. The Principal may engage any other third party to provide the Works.

12.4       The Contractor acknowledges that the Contractor shall be solely responsible for payment of the Contractor’s own income tax obligations (including in respect of the Contractor’s Personnel and any third party) and consents to the Principal furnishing the Commissioner of Taxation with the Contractor’s name and address and with all details of payments made to the Contractor by the Principal.

13.0 Restraints

13.1       Definitions

The following definitions apply in this clause. 13:

(a) Restraint Period means each of the following periods:

(i) during the Term, and until twelve (12) months after the end of the Term;

(ii) during the Term, and until six (6) months after the end of the Term;

(iii) during the Term, and until three (3) months after the end of the Term.

(b) Principal’s Clients means any person or entity that was or is a client or customer of the Principal during or prior to the Restraint Period and with whom the Contractor has had dealings pursuant to this Agreement or any prior agreement with the Principal.

(c) Principal’s Personnel means any person that was or is a director, officer, employee, contractor or agent of the Principal during or prior to the Restraint Period.

13.2       Restraint

The Contractor (or its Representatives) must not during the Term or any Restraint Period, seek to:

(a)           entice away from the Principal, or otherwise employ or engage any of the Principal’s Personnel,

(b)           entice away from the Principal, or otherwise provide commercial cleaning services in any way to any of the Principal’s Clients.

13.3       Restraints cumulative

Each of the restraints in clause 13.2 resulting from the various Restraint Periods is a separate, severable and independent restraint and the invalidity or unenforceability of any of the restraints in clause 13 Does not affect the validity or enforceability of any of the other restraints in that clause.

13.4       Restraints reasonable

The Contractor (and its Representatives) acknowledge that each of the restraints in clause. 13.2 is reasonable in its extent (as to duration and restrained conduct) having regard to the interests of each party to this Agreement and goes no further than is reasonably necessary to protect the Principal in the conduct of its business.

14.0 Statutory Obligations, Insurances and Registrations

14.1       The Contractor agrees to perform and observe all obligations and requirements of it by law applicable to the Contractor.

14.2       The Contractor will, at its cost, comply with its statutory obligations in respect of the Works, including but not limited to compliance with:

(a)           Any workplace laws including the FWA, applicable long service leave legislation, any applicable modern awards, enterprise agreements or other applicable industrial instruments including but not limited to the Cleaning Award;

(b)           minimum terms and conditions of employment for the Contractor’s Personnel including those in respect of long service leave, annual leave and personal leave;

(c)           any immigration laws including undertaking VEVO checks for visa restrictions for all new employees and regular VEVO checks for the Contractor’s Personnel;

(d)           any applicable labour hire licensing legislation including the Labour Hire Act; and

(e)           all applicable occupational health and safety and worker's compensation legislation.

14.3       The Contractor must take out and maintain at the Contractor’s cost all necessary statutory workers compensation insurance in respect of the Contractor’s Personnel.

14.4       The Contractor must take out and maintain at the Contractor’s cost, public liability insurance to the minimum value of $10 million for each and every claim.

14.5       The Contractor shall pay all premiums and other amounts in respect of all such insurance when due and provide proof of the currency of the above insurances as and when requested by the Principal.

15.0 Guarantee and Indemnities

15.1       In consideration for the Principal entering into this Agreement the Contractor, unconditionally and irrevocably guarantees to the Principal the due and punctual performance by the Contractor of all of the Contractor’s obligations under this Agreement.

15.2       The Contractor indemnifies the Principal against all losses, liabilities, claims and obligations that the Principal may sustain or incur as a result, whether directly or indirectly from any:

(a)           breach of this Agreement by the Contractor;

(b)           representations made or given by the Contractor or any third party authorised under clause 4.3 in connection with this Agreement, whether express or implied, being false or misleading in a material way;

(c)           act or omission of the Contractor, or any third party authorised under clause 4.3 (other than an act done or omitted to be done at the Principal’s direction) that causes or contributes to any damage, loss, liability, claim or expense incurred by the Principal in connection with this Agreement;

(d)           claim against the Principal in relation to any tax, levy, registration, premium or insurance arising out of the provision of the Works; or

(e)           entitlement claimed by any third party authorised under clause 4.3 of this Agreement.

15.3       The indemnity in clause 15.1 is a continuing indemnity and shall survive the termination for any reason of this Agreement.

16.0 Confidential information

16.1       Confidential Information

The parties acknowledge that each party to this Agreement (the Disclosing Party) may provide the other party (the Receiving Party) with Confidential Information for the purposes of this Agreement.

16.2       Confidentiality obligations

(a)           Subject to clause 16.3, the Receiving Party must:

(i)            keep secret the Confidential Information;

(ii)           not use the Confidential Information other than for the purposes of fulfilling its obligations or enforcing its rights under this Agreement;

(iii)          use its best efforts to prevent third persons from gaining access to the Confidential Information other than as permitted under this Agreement.

(b)           The Receiving Party must not, without the Disclosing Party’s prior written consent:

(i)            disclose to any other person any Confidential Information except as permitted under this Agreement; or

(ii)           permit unauthorised persons to have access to places where the Confidential Information is stored.

16.3       Permitted disclosures

The Receiving Party may disclose the Confidential Information:

(a)           to its representatives in the course of their employment or engagement on a need to know basis and solely for the purpose of fulfilling the party’s obligations under this Agreement;

(b)           to its legal or other professional advisers solely for the purpose of advising it in relation to its rights or obligations under this Agreement; or

(c)           otherwise as required by law.

16.4       Return of Confidential Information

The Receiving Party must immediately return to the Disclosing Party the Confidential Information supplied to it and all copies made of the Confidential Information (in whatever form):

(a)           when notified to do so;

(b)           on the expiry or earlier termination of the Agreement,

except that the Receiving Party is permitted to retain any copies required to be retained for legal compliance purposes.

17.0 Privacy Obligations

The Contractor must comply with the Privacy Act 1988 (Cth) in the performance of its obligations under this Agreement.

18.0 Intellectual Property

18.1      Except as expressly provided in this Agreement, neither party will acquire any rights in respect of the Intellectual Property of the other. Neither party may use the Intellectual Property of the other party in any way except:

(a)           with the prior written approval of the other, and in accordance with the terms of any such approval; or

(b)           as specifically authorised in this clause 18. 

18.2      For the Term of this Agreement, each party grants to the other party a non-exclusive, non-transferable, revocable and royalty free licence to use and reproduce the Intellectual Property provided to the other party, solely in connection with and for the purposes and functions of this Agreement, or any other written directions provided to the other. 

18.3      Each party’s Intellectual Property may only be used by the other party in accordance with any use guidelines notified to the other party from time to time. A party must discontinue the use or display of any of the other party’s Intellectual Property, or change the manner in which that party’s Intellectual Property is used or displayed, whenever requested to do so by the requesting party as soon as reasonably practicable. 

18.4      The parties acknowledge that:

(a)           each party may, in performing its obligations under this Agreement (or any Engagement), create Intellectual Property rights; and

(b)           unless otherwise specified in this Agreement, ownership of all Intellectual Property rights vests on its creation in the Principal and is otherwise hereby assigned to the Principal.

19.0 Dispute resolution

19.1       General

If a dispute arises out of or in relation to this Agreement, including any dispute as payment or invoice amount, breach or termination of the Agreement or as to any claim in tort, in equity or pursuant to any statute, neither party may commence any court, tribunal or arbitration proceedings relating to the dispute unless they have complied with this clause 19 except where they seek urgent interlocutory relief.

19.2       Notice specifying the nature of the dispute

(a)           The party to this Agreement claiming that a dispute has arisen under or in relation to this Agreement must give written notice to the other party to this Agreement specifying the nature of the dispute.

(b)           On receipt of the notice referred to in clause 19.2(a) by that party, both parties must use their best endeavours to resolve the dispute expeditiously using informal face to face negotiations.

19.3       Mediation

(a)           If the Contractor and the Principal are unable to resolve the dispute through face to face negotiations within fourteen (14) days of the notice receipt pursuant to clause 19.2(a), then they must mediate the dispute in accordance with the mediation rules of the Resolution Institute.

(b)           The Chair of the Resolution Institute or Chair’s nominee will select the mediator and determine the mediator's remuneration.

(c)           The place of mediation of the dispute will be, in the absence of agreement to the contrary, Melbourne, Victoria, Australia.

19.4       Proceedings

If the mediation referred to above is not completed within fourteen (14) days of reference to a mediator then either party may commence any court or arbitration proceedings relating to the dispute as they see fit.

19.5       Associated costs

The costs of the mediation will be borne equally by the parties.

20.0 Audit

Upon giving reasonable notice to the Contractor, the Principal shall have the right at any time from the Commencement Date to a date six months after the termination or expiration of this Agreement to audit all files records and invoices of the Contractor pertaining to the Works and related expenditure, including for the purpose of auditing compliance with workplace laws (including the FWA, applicable long service leave legislation, the Cleaning Award and Labour Hire Act).

21.0 General

21.1       In relation to this Agreement:

(a)           the Principal’s failure or delay to exercise a power or right does not operate as a waiver of that power or right;

(b)           the exercise of a power or right does not preclude its future exercise or the exercise of any other power or right;

(c)           a waiver of a power or right shall be ineffective unless in writing and executed by the Principal; and

(d)           the waiver or a power or right shall be effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

21.2       A notice or other communication to a party must be in writing and given to that party by express post, hand or email to a party at the party’s address or email address as is notified in writing by one party to the other party.

21.3       The Contractor may not assign its obligations under this Agreement to another party without the consent of the Principal. The Principal may assign this agreement to any successor (whether direct or indirect), by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Principal.

21.4       The Contractor acknowledges and agrees that it obtained or was given the opportunity to obtain legal advice in connection with this Agreement.

21.5       Part or all of any clause of this Agreement that is illegal or unenforceable will be severed from this Agreement and the remaining provisions of this Agreement continue in force.

21.6       This Agreement is governed by the law of Victoria and the Commonwealth of Australia and the parties submit to the jurisdiction of courts of or in Victoria and the courts of appeal therefrom.

21.7       This Agreement may only be amended in writing and executed by the parties.

21.8       This Agreement is the complete agreement between the Principal and the Contractor regarding this subject and supersedes any prior or contemporaneous oral or written understandings between them with respect to the subject matter hereof and constitutes the entire agreement of the Principal and Contractor with respect to such subject matter.

21.9       This Agreement may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument and the date of the Agreement will be the date on which it is executed by the last party.

Dated:   Date*   

EXECUTED as an agreement

EXECUTED BY : {fullName} (ABN: {abn})

Signature:   Signature*