Private Practice Alliance

ABN: 96 628 199 671

 

BACKGROUND:

A.   The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.

B.   The Consultant is agreeable to providing such consulting services to the Client 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, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided

1.   The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"):

-       Any services in Attachment A, as per verbal discussion and email confirmation.

 

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.

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 for one (1) year and subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.

Performance

4.   The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

5.   Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).

Booked Session Cancellation Policy

6.   If for any reason, a pre-determined meeting / session is cancelled with less than 48 hours’ notice, the full fee of the session / meeting is still chargeable to the client.

Payment

7.   The Consultant will charge the Client for Services as per agreement in Attachment A (the "Payment").

8.   The client will be invoiced for services on a weekly, monthly, quarterly plan as per outlined in Attachment A.

9.   Invoices submitted by the Consultant to the Client are due within 7 days of receipt.

10.  Invoices that are not paid within 14 days of invoice date, The Consultant reserves the right to charge $5 a day late fee for administration of the accounts.

11. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Consultant.

12.   Sixty (60) day notice period is required to cancel any services. 100% fee is charged until the end of the notice period.

13.  The Payment as stated in this Agreement does not include GST, or other applicable duties as may be required by law. Any GST and duties required by law will be charged to the Client in addition to the Payment.

Reimbursement of Expenses

14.  The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.   This may include, but not limited to: travel, marketing collateral, accommodation.        

15.  All expenses will be pre-approved by the Client.

Confidentiality

16.  Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known 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 of this Agreement 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.

Ownership of Intellectual Property

19.  Any 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 presented or produced for the Client under this Agreement, is the sole property of the Consultant. The Client recognises that the Consultant holds forms, templates and other intellectual property to be used in the development of their business. The Client will not use any information provided by the Consultant for their own financial gain by means of selling the documents to another business/ person.  The Client will be prohibited in using the Consultant’s intellectual property as their own.

20.   Any 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 in direct relation to the Client 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.

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.

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.

Notice

23.  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.  Client:

­­­­Business Name / or Practitioner Name

            Business Address / Home Address

Consultant:

Private Practice Alliance

2 Howlett Street, Kensington Vic 3031 

 

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

 

Australian Business Number (ABN) / Australian Company Number (ACN)

24.  ABN / ACN for the Parties to this Agreement are as follows:

 i.     Business Name / Practitioner

ii.     ABN / ACN

                                            

  ii.     Private Practice Alliance: ABN: 96 628 199 671

Indemnification

25.  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 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 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

26.  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

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

Assignment

28.  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.

Entire Agreement

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

Enurement

30.  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

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

Governing Law

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

Severability

33.  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.

Waiver

34.  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.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this