• The Licensor is a collaboration partner of Piiink International Pty Ltd (ACN 656 022 669) and the Global Marketing Collaboration Pty Ltd (ACN 656 222 696) sales funnel and the Piiink International Pty Ltd client loyalty reward system.

• The Licensee wishes to obtain a licence to Use the Licensed Marketing and Sale Intellectual Property in the Territory for the Permitted Purpose.

• The Licensor wants to promote and market the sale of the Products, both existing and future, and any other products that may in the future be developed by the Licensor or any of its joint venture partners, through the Licensee as an independent contractor.
• The Licensor agrees to grant a licence to the Licensee to Use the Licensed Marketing and Sale Intellectual Property for the Permitted Purpose in the Territory in accordance with the terms of this Agreement.

• The intention of this agreement is to provide a basis for the Licensee to engage with targeted prospects for the marketing and sale of the Products by using the Marketing and Sale Intellectual Property to create mutually beneficial and profitable outcomes between the parties.

• Approvals means all approvals, authorisations, permits, consents, determinations and licences which are issued, or required to be issued, by any Authority to permit the full and proper performance of the Licensee’s obligations under this Agreement.
• Business Day means a day which is not a Saturday, Sunday or public holiday in Brisbane, Queensland Australia.
• Licensee Partner means an owner of any of the following licences:
  – Premium Membership Codes
  – Supporter Merchant Codes
  – Premium Merchant Codes
  – Supplier Merchant Codes
• Authority means any government or governmental, semi-governmental, administrative or judicial body, tribunal, department, commission, authority, agency, minister, statutory corporation, instrumentality or entity.
• Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive.
  • relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.
• Commencement Date means the date set out in Item 1 of the Schedule.
• Commission means benefits as Issuer and Sales Agent as defined in the Piiink Agreement relevant to Issuer and Sales Agent.
• Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees).
• Licence Holder means the holder of a licence which would include any reference to Country Collaboration Licence holder and Global Collaboration Licence holder. 

• Confidential Information means any:
  • information, whether in visual, oral, documentary, electronic, machine-readable, tangible, intangible or any other form, relating to the Licensor or any Related Entity of the Licensor including but not limited to any specifications, formulae, know how, concepts, inventions, ideas, software, designs, copyright, trade secrets or any information relating to any business, products, markets, operations, processes, techniques, technology, forecasts, strategies or any other matter;
  • Licensor Supplied Material;
  • Licensee Improvements;
  • negotiations in relation to, and the terms of, this Agreement;
  • information designated as confidential by the Licensor; and
  • information that is by its nature confidential.
• Expiry Date means the expiry date set out in Item 2 of the Schedule.
• Control has the meaning set out in the Corporations Act 2001 (Cth), an Australian piece of legislation.
• Goods means any physical goods, software, systems or know-how created or produced by Using the Licensed Marketing and Sale Intellectual Property.
• Instructions means the instructions set out in Item 6 of the Schedule and any other instructions provided by the Licensor to the Licensee from time to time.
• Issuer means as defined in Piiink Agreement.
• Laws means acts, ordinances, regulations, rules, codes and by-laws of the Commonwealth of Australia or any state or territory.
• Licence Class means the Global Marketing Collaboration Pty Ltd Online Collaboration Marketing Licence.
• Licence Fee means the fee set out in Item 10 of the Schedule.
• Invoicing Date means the date of payment of the chosen collaboration licence.

Insolvency Event means any of the following events or any analogous event:

• the Licensee disposes of the whole or any part of the Licensee’s assets, operations, or business other than in the ordinary course of business;
• the Licensee ceases, or threatens to cease, carrying on business;
• the Licensee is unable to pay the Licensee’s debts as the debts fall due;
• any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Licensee’s assets, operations or business;
• any step is taken for the Licensee to enter into any arrangement or compromise with, or assignment for the benefit of, the Licensee’s creditors or any class of the Licensee’s creditors; or
• any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of the Licensee’s assets, operations or business.

Intellectual Property Rights means any present or future rights conferred by statute, common law or equity in any part of the world in relation to any confidential information, copyright, trademarks, service marks, designs, patents, circuit layouts, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields whether or not registered or registrable and includes any rights to protect or apply for the registration, renewal or extension of such rights.

Licensor Supplied Material means any material supplied by the Licensor to the Licensee for the purposes of the Licensee Using the Licensed Marketing and Sale Intellectual Property including but not limited to the material set out in Item 9 of the Schedule.

Notice means any notice or other communication by one party to the other party under the terms of this Agreement including but not limited to any request, demand, consent, waiver or approval.

Personnel means any employee, servant, contractor, subcontractor, agent, partner, director or officer of a party.


Report Date(s) means the date or dates set out in Item of the Schedule.

Taxes means any present or future tax, fee, levy, duty, charge, withholding, penalty, fine, impost or interest imposed by any Authority including but not limited to any tax in relation to sales, use, property, value added, goods and services, turnover, stamp duty, interest equalisation, business, occupation, excise, income, profits or receipts, all taxes payable, present or future in the form of sales, use, property, value added, goods and services, turnover, stamp duty, interest equalisation, business, occupation, excise, income, profits or receipts, any such taxes or fees would be payable explicitly and solely by the licensee relevant to licensees local authorities and regulations, in addition to the licence price.

Licensed Intellectual Property means the intellectual property set out in Item 3 of the Schedule and any Licensee Improvements nominated by the Licensor from time to time.

Marketing and Sale Intellectual Property means the intellectual property of the licensor relating only to the marketing and sale of the Products and does not in any way relate to the intellectual property of the Products themselves and includes but is not limited to items such as know-how, systems, sales funnels, content, images, logo’s, software, hardware, applications, information and sales education and support.

Notice Details means the contact details for notices to each party under this Agreement as set out in Item 14 of the Schedule.

Product means the Products as defined in the Piiink Agreement and table of products.

Related Entity has the meaning set out in the Corporations Act 2001 (Cth), an Australian piece of legislation.

Report Information means the information set out in Item 7 of the Schedule and any other information reasonably required by the Licensor.

Terms and Conditions of Participation means the Licensors terms and conditions of participation in the sale of the Products and the Special Licence Bonus Scheme as amended from time to time.

Licensee Improvements means any Intellectual Property Rights or improvements in relation to the Licensed Intellectual Property created, produced or developed by the Licensee or any member of the Licensee’s Personnel in the course of or as a result of the Licensee Using the Licensed Intellectual Property.

Moral Rights means rights of integrity and attribution existing now or in the future in respect of property under the Copyright Act 1968 (Cth), an Australian piece of legislation.

Permitted Purpose means the purpose set out in Item 4 of the Schedule.

Payment Terms means the payment terms set out in Item 13 of the Schedule.

Sales Agent means as defined in Piiink Agreement.

Territory means the territory set out in Item 0 of the Schedule.

Term means the term set out in clause 2.
Use means to use, copy, reproduce and/or adapt.

1.2 In this Agreement

• The headings will not affect interpretation of this Agreement.
• The schedules to this Agreement form part of and are incorporated in this Agreement.
• A reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time.
• A reference to a party is to a party to this Agreement.
• A reference to a statute, ordinance, code or other law includes regulations, rules and other instruments under the statute, ordinance, code or other law and any consolidations, amendments, re-enactments or replacements.
• The meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’ or similar expressions.
• Any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of those parties jointly and severally.

• A rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of this Agreement.
• The singular includes the plural and vice versa, and a gender includes other genders.
• A reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Agreement.
• A reference to ‘$’, ‘dollar’ is to USD currency.
• A reference to a party to a document includes the party’s executors, administrators, heirs, successors in title, permitted assigns and substitutes.
• A word or expression defined in the Corporations Act has the meaning given to the word or expression in the Corporations Act 2001 (Cth).
• A reference to any thing (including but not limited to any right) includes part of that thing.
• Any undertaking by a party not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or thing.

• If a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.
• Any other grammatical form of a word or expression defined in this Agreement has a corresponding meaning.
• A reference to this Agreement includes any schedule or annexure to this Agreement.
• A reference to time is to time in the state in which the Licensor’s address is located.
• A reference to a person includes a natural person, body corporate, partnership, trust, association or any government or governmental, semi-governmental, administrative or judicial body, tribunal, department, commission, authority, agency, minister, statutory corporation, instrumentality or any other entity.
• Any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds those parties jointly and severally.

2. Term

• This Agreement will commence on the Commencement Date and will continue until the Expiry Date unless terminated earlier in accordance with the terms of this Agreement.

3. Relationship

1. This Agreement does not create any partnership, joint venture, agency or relationship of employment between the parties.
2. The Licensee does not have, and will not hold out the Licensee as having, any authority to bind the Licensor in any matter including but not limited to any contracts, commitments, expenses, liabilities or obligations of any nature.

4. Licence and Multiple Licenses

1. Subject to the Licensee complying with the Licensee’s obligations under this Agreement, the Licensor grants to the Licensee a non-exclusive licence to Use the Licensed Marketing and Sale Intellectual Property for the Permitted Purpose in the Territory for the Term.
2. Subject to agreeance by the Licensor, a Licensee may buy any number of Licences, which number will be noted in the Schedule at Item 11, they wish to buy, noting the same terms and conditions will apply to all Licences regardless of the fact that only one Licence Agreement may be entered into.
3. The licence in clause 4.1 is subject to the following:
   • the Licensee must not grant, or purport to grant, to any third party a licence or sub-licence to Use the Licensed Marketing and Sale Intellectual Property;
   • the Licensee must not Use the Licensed Marketing and Sale Intellectual Property for any purpose other than the Permitted Purpose; and
   • the Licensee must not Use the Licensed Marketing and Sale Intellectual Property other than strictly in accordance with the Instructions of the Licensor.

5. No Exclusivity

1. The Licensor may Use the Licensed Intellectual Property in any territory (including but not limited to the Territory) for any purpose.
2. The Licensor may grant a licence to any third party to Use the Licensed Intellectual Property in the Territory for any purpose including the Permitted Purpose.

6. Quality

1. always Use the Licensed Intellectual Property with due care and skill and in a diligent, professional and competent manner in accordance with the highest standards and practices;
2. ensure the Licensee does not act in a position where the Licensee’s interests are in conflict with the Licensor’s interests;
3. If and when required by the Licensor:
   • keep the Licensor regularly informed in relation to all aspects of the Use of the Licensed Intellectual Property;
   • regularly consult with the Licensor regarding the Use of the Licensed Intellectual Property;
   • make all necessary enquiries of the Licensor to ascertain the Licensor’s requirements for Use of the Licensed Intellectual Property;
   • ensure the Licensee’s Use of the Licensed Intellectual Property corresponds with any demonstration or example provided to the Licensee by the Licensor;
   • provide written notice to the Licensor if the Licensee becomes aware that any document or other information provided by the Licensor is ambiguous, inaccurate or insufficient to enable the Licensee to Use the Licensed Intellectual Property in accordance with the terms of this Agreement;

4. provide written notice to the Licensor if the Licensee becomes aware of any matter which may adversely affect or has adversely affected the Licensed Intellectual Property;
5. provide immediate written notice to the Licensor of any Licensee Improvements;
6. not do or permit or suffer to be done or omit to do anything in relation to the Use of the Licensed Intellectual Property which would be likely to bring the Licensed Intellectual Property or any business of the Licensor or Related Entity of the Licensor into ridicule or disrepute;
7. cease to Use the Licensed Intellectual Property if the Licensor considers the Use may reduce or diminish the good name or reputation of the Licensor or the Licensed Intellectual Property; and
8. remain fully responsible for the Use of the Licensed Intellectual Property notwithstanding any review, acceptance or supervision of the Use of the Licensed Intellectual Property by the Licensor.

7. Commission

• Each licensee will be entitled to commission on the sale of Products.
• The amount of commission from the sale of the Products and eligibility to be paid commission will at all times be governed by the Terms and Conditions of Participation and the relevant party’s compensation plan, as amended from time to time.

8. Reporting

• If required by the Licensor, The Licensee will provide to the Licensor the Report Information on the Report Date(s).

9. Compliance and Safety

• The Licensee will at the Licensee’s own cost ensure that the Licensee, and each member of the Licensee’s Personnel, complete all training required to ensure compliance with this clause 10.
• The Licensee will at the Licensee’s own cost ensure that the Licensee, and each member of the Licensee’s Personnel, will always comply with any Laws and Approvals.
• 
  The Licensee will at the Licensee’s own cost ensure that the Licensee, and each member of the Licensee’s Personnel, will always ensure safe working conditions for all persons engaged in Using the Licensed Intellectual Property.

10. Acknowledgements

1. The Licensee acknowledges:
   • the Licensor owns the full right, title and interest in the Licensed Intellectual Property and all Intellectual Property Rights in the Licensed Intellectual Property;
   • the Licensor may supervise the Licensee’s Use of the Licensed Intellectual Property;
   • the Licensee is responsible and liable for the Licensee’s Personnel and will ensure that all members of the Licensee’s Personnel always strictly comply with the terms of this Agreement;
   • an award of damages or an account of profits might not be an adequate remedy for a breach of this Agreement; and
   • the Licensor may, without having to prove any actual damage, take any action or seek any remedy including but not limited to seeking an injunction in relation to any actual or threatened breach of this Agreement by the Licensee.

11. Invoicing and payment

1. The Licensor will submit to the Licensee on the Invoicing Date a valid tax invoice for the Licence Fee.
2. The Licensee will pay the Licensor’s tax invoice in accordance with the Payment Terms, and in accordance with local authorities, regulations and requirements in terms of taxation accordingly.
3. The Licensee consent once the product is issued by Licensor purchase is complete and final.

12. Confidentiality

1. The Licensee acknowledges that the Licensee may receive access to Confidential Information in the course of Using the Licensed Intellectual Property, performing the Licensee’s obligations under this Agreement and/or negotiating the terms of this Agreement.
2. The Licensee will ensure that the Licensee, and each member of the Licensee’s Personnel, will not use the Confidential Information for any purpose other than for the purpose of performing the Licensee’s obligations under this Agreement.
3. The Licensee will ensure that the Licensee, and each member of the Licensee’s Personnel, will not disclose or permit the disclosure of the Confidential Information to any person other than to the extent the Licensee can prove:
   • the disclosure is to a member of the Licensee’s Personnel who requires the Confidential Information for the purpose of performing the Licensee’s obligations under this Agreement, is aware of the Licensee’s obligations under this clause 13.3 and has agreed to comply with the Licensee’s obligations under this clause 13.3 as if the person was a party to this Agreement;
   • the disclosure is in accordance with the Licensor’s specific and prior written consent;
   • the information is in, or comes into, the public domain other than as a result of a breach of this clause 13 or any agreement required under clause 13.3(a);
   • the information was previously in the Licensee’s possession, or is provided to the Licensee by a third party, without being subject to any confidentiality obligations; or
   • the disclosure is required by law.

4. The Licensee will provide to the Licensor evidence of any matter referred to in clause 13.3(a) to (e) immediately on request.
5. If the Licensee, or any member of the Licensee’s Personnel, is required to disclose any Confidential Information in accordance with clause 13.3(e), the Licensee will:
   • immediately, and to the extent possible prior to the disclosure of the Confidential Information, inform the Licensor of the requirement of the applicable law; and
   • disclose only the minimum amount of the Confidential Information required to comply with the applicable law, and the Licensor may inform the Licensee that the Licensor wishes to contest the requirement to disclose the Confidential Information and the Licensee will, on receipt of such notice, take such action as reasonably required by the Licensor to contest the requirement (providing that the Licensor indemnifies the Licensee in relation to such action).
6. The Licensee will ensure that the Licensee, and each member of the Licensee’s Personnel, will not make any copies of the Confidential Information other than is strictly necessary for the purposes of complying with the Licensee’s obligations under this Agreement.
7. The Licensee will ensure that the Licensee, and each member of the Licensee’s Personnel, will not prepare any documents incorporating any part of the Confidential Information, whether or not in combination with any other information, except for the purpose of the performance of the Licensee’s obligations under this Agreement.

8. The Licensee will ensure that the Licensee and each member of the Licensee’s Personnel take all reasonable steps to keep the Confidential Information secure including but not limited to by Using the security measures and degree of care no less than the Licensee applies to the Licensee’s own confidential or proprietary information.
9. The Licensee will provide immediate written notice to the Licensor if the Licensee becomes aware of any actual or threatened use or disclosure of the Confidential Information that is not permitted under this Agreement and will provide all reasonable assistance to the Licensor to prevent such use or disclosure.
10. The Licensor does not warrant the accuracy or completeness of any Confidential Information and will have no liability to the Licensee, or any member of the Licensee’s Personnel, in relation to the Confidential Information (including but not limited to any errors, inaccuracies or incompleteness in any Confidential Information).
11. The Licensee acknowledges:
    • the value of the Confidential Information is such that an award of damages or an account of profits might not be an adequate remedy for a breach of this clause 13; and
    • the Licensor may, without having to prove any actual damage, take any action or seek any remedy including but not limited to seeking an injunction in relation to any actual or threatened breach of this clause 13.

13. Intellectual Property Rights

1. Subject to clause 4, nothing in this Agreement grants to the Licensee, or any member of the Licensee’s Personnel, any Intellectual Property Rights in respect of the Intellectual Property Rights of the Licensor or any Related Entity of the Licensor.
2. The Licensee will not use any Intellectual Property Rights of the Licensor or any Related Entity of the Licensor for any purpose without the prior written consent of the Licensor and the Licensee will comply with any conditions the Licensor may impose in relation to such Intellectual Property Rights.
3. 
   The Licensee acknowledges and will ensure each member of the Licensee’s Personnel acknowledges (if applicable), that any Intellectual Property Rights in any Licensee Improvements will be the property of the Licensor.
4. The licensee will:
   • assign all Intellectual Property Rights in any Licensee Improvements to the Licensor; and
   • ensure that each member of the Licensee’s Personnel assigns all Intellectual Property Rights in any Licensee Improvements to the Licensor.

5. The Licensee will at the Licensee’s cost do all things lawfully requested by the Licensor and irrevocably appoints the Licensor as the Licensee’s attorney to execute all documents and undertake acts to enable the Licensor to register or otherwise protect and preserve the Licensor’s Intellectual Property Rights in any Licensee Improvements.
   • assign all Intellectual Property Rights in any Licensee Improvements to the Licensor; and
   • ensure that each member of the Licensee’s Personnel assigns all Intellectual Property Rights in any Licensee Improvements to the Licensor.
6. The Licensee waives and will ensure each member of the Licensee’s Personnel waives, all Moral Rights in or in respect of any Licensee Improvements.
7. The Licensee will provide immediate written notice to the Licensor if the Licensee becomes aware of any actual or threatened infringement of any Intellectual Property Rights of the Licensor or any Related Entity of the Licensor (including but not limited to in the Licensed Intellectual Property and any Licensee Improvements).

8. The Licensee will provide all reasonable assistance to the Licensor in relation to preventing any actual or threatened infringement of any Intellectual Property Rights of the Licensor or any Related Entity of the Licensor (including but not limited to in the Licensed Intellectual Property and any Licensee Improvements).
9. The Licensee acknowledges:
   • the value of the Intellectual Property Rights is such that an award of damages or an account of profits might not be an adequate remedy for a breach of this clause 14; and
   • the Licensor may, without having to prove any actual damage, take any action or seek any remedy including but not limited to seeking an injunction in relation to any actual or threatened breach of this clause 14.
   • that purchase of this product due to its nature is not a refundable product under any circumstances. 

14. Warranties

1. The Licensee represents and warrants to the Licensor that:
   • the Licensee and each member of the Licensee’s Personnel has the requisite skill, ability, expertise, experience, training and resources to use the Licensed Intellectual Property in accordance with the terms of this Agreement;
   • the Licensed Intellectual Property will be Used with skill and due care;
   • any Goods that the Licensee uses or supplies in relation to the Licensed Intellectual Property will be of merchantable quality and fit for the purposes for which the Goods are intended;
   • the Licensee has the right, power, authority and entitlement to execute this Agreement and perform the obligations under this Agreement;
   • the Licensee has obtained and will maintain and comply with all Approvals;
   • the Licensee is not subject to any actual, threatened or pending investigation, action, suit or proceedings by or before any Authority; and
   • any information provided by the Licensee to the Licensor prior to the execution of this Agreement was and remains at the date of the execution of this Agreement, true and correct.
2. The Licensee will provide immediate written notice to the Licensor if the Licensee becomes aware that a representation or warranty given by the Licensee under this clause 15 has become untrue or misleading.
3. The Licensee acknowledges that the Licensor has granted the licence set out in clause 4 to the Licensee in reliance on the representations and warranties set out in this clause 15.

15. Indemnity and liability

1. The Licensee indemnifies the Licensor, each member of the Licensor’s Personnel, and each Related Entity of the Licensor on a full and continuing indemnity basis from and against any Liability or Claim arising directly or indirectly in relation to any:
   • Use of the Licensed Intellectual Property;
   • breach of any warranty under this Agreement or otherwise;
   • breach of this Agreement;
   • breach of any Laws;
   • breach of any Approval;
   • negligence;
   • actual or alleged infringement of any Intellectual Property Rights; or
   • disclosure of any Confidential Information,by the Licensee or any member of the Licensee’s Personnel.

2. The Licensor will not in any event be liable to the Licensee for any claims, losses, actions, damages, costs (including legal costs) or expenses of any kind whatsoever arising out of or in connection with any indirect or consequential loss (including but not limited to any loss of actual or anticipated profits, revenue, savings, production, opportunity, access to markets, goodwill, reputation, publicity, or use) or any remote, abnormal or unforeseeable loss or any similar loss whether or not in the reasonable contemplation of the parties at the time of execution of this Agreement.
3. The Licensor’s liability to the Licensee in relation to the Licensed Intellectual Property and this Agreement will be limited to the amount of the Licence Fee paid by the Licensee to the Licensor.

16. Termination

1. The Licensor may terminate this Agreement at any time by providing 1 (one) years written notice to the Licensee, but not before the expiration of an initial period of 5 (five) years.
2. If the Licensee is in breach of this Agreement, the Licensor may provide a written notice to the Licensee specifying the breach and requiring the Licensee to remedy the breach within seven days and if the Licensee does not remedy the breach within seven days after receiving such notice, the Licensor may provide written notice to the Licensee to immediately terminate this Agreement.
3. The Licensee will provide immediate written notice to the Licensor if the Licensee becomes subject to:
   • an Insolvency Event; or
   • a change of Control.
4. The Licensor may immediately terminate this Agreement or any other agreement with the Licensee, without payment of any compensation, if the Licensee:
   • provides any false or misleading warranties under clause 15;
   • commits a serious or repetitious breach of any obligations, or any combination of obligations, set out in clauses 6 to 15;
   • commits an act of dishonesty, fraud, wilful disobedience, misbehaviour, or wilful neglect in the performance of the Licensee’s obligations under this Agreement;
   • becomes subject to an Insolvency Event; or
   • becomes subject to a change of Control (if the Licensee is a corporate entity).

17. Events following Termination

1. On termination of this agreement, the licensee will:
   • immediately provide to the Licensor a copy of all soft copies of the Licensor Supplied Material, the Confidential Information, and then erase and destroy all remaining soft copies of the Confidential Information, in the Licensee’s possession or control (and will, notwithstanding the provision, erasing and destruction of such items, continue to be bound by the Licensee’s confidentiality obligations in this Agreement);
   • On termination of this Agreement, the Licensee will:
   • immediately provide to the Licensor all hard copies of the Licensor Supplied Material, the Confidential Information, and all other items of the Licensor’s property, in the Licensee’s possession or control (and will, notwithstanding the provision of such items, continue to be bound by the Licensee’s confidentiality obligations in this Agreement);
   • not do any act or thing which may injure, impair or reduce the goodwill or reputation of the Licensor.
   • The provisions of clauses 13, 14, 15, 16, 18, 19, 19, 21, 21 and 22 will survive the termination of this Agreement.

18. Records and audit

1. The Licensee will create and maintain (for a period of at least seven years) proper, complete and accurate records relating to the Use of the Licensed Intellectual Property and any other information reasonably required by the Licensor.
2. The Licensor may inspect or audit, and the Licensee will provide to the Licensor on request, any soft or hard copies of any documents or records which the Licensee is required to maintain under clause 19.1
3. The Licensor may inspect or audit the Licensee’s Use of the Licensed Intellectual Property and performance of the Licensee’s obligations under this Agreement at any time during the Term including but not limited to by:
   • reviewing any Licensee Improvements;
   • inspecting the premises of the Licensee; and/or
   • interviewing the Licensee or any member of the Licensee’s Personnel.
4. The Licensee will provide all co-operation and assistance with any audit or inspection under this clause 19.

19. Disputes

1. If the Licensee has any dispute or disagreement with the Licensor in relation to any matter relating to this Agreement, the Licensee will provide a written memorandum to the Licensor setting out all relevant details and background information in relation to the dispute and the Licensee’s proposal for resolution of the dispute before any other step can be taken pursuant to this clause.
2. Before court or arbitration proceedings other than for urgent interlocutory relief may be commenced, the following steps must be taken to attempt to resolve any dispute that arises out of or in connection with this Agreement (including any dispute as to the validity, breach or termination of the Agreement, or as to any claim in tort, in equity or pursuant to any statute).

3. Notice (the notice of dispute), separate form sub-clause 20.1, must be given in writing by the party claiming that a dispute has arisen to the other party (or parties) to this contract specifying the nature of the dispute.
4. Upon receipt of the notice of dispute, the parties must attempt to agree upon an appropriate procedure for resolving the dispute. 
5. If within 10 business days of receipt of the notice of dispute the dispute is not resolved or an appropriate alternative dispute resolution process is not agreed, then the parties shall refer the dispute to proceedings under the International Chamber of Commerce (ICC) Mediation Rules.

6. The commencement of proceedings under the ICC Mediation Rules shall not prevent any party from commencing arbitration in accordance with sub-clause 20.7 below.
7. All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. 
8. This clause will remain operative after the contract has been performed and notwithstanding its termination.

20. Taxes

1. A reference in this clause 21 to a term defined or used in A New Tax System (Goods and Services Tax) Act 1999 (Cth) is, unless the context indicates otherwise, a reference to that term as defined or used in that Act.
2. If GST / VAT, whichever may be applicable relevant to the Country where the supply is made, is imposed on a supply made under or in connection with this Agreement, the consideration provided for that supply will be increased by the rate at which the GST / VAT is imposed and the additional consideration will be payable at the same time as the consideration to which the additional consideration relates by the licensee.

3. The supplier will issue a tax invoice to the recipient of the supply at the time of payment of the GST /VAT inclusive consideration or at another time agreed by the parties.
4. If one of the parties is entitled to be reimbursed for an expense or outgoing incurred in connection with this Agreement, the amount of the reimbursement will be net of any input tax credit which may be claimed by the party being reimbursed in relation to that expense or outgoing.

5. If one of the parties is entitled to be reimbursed for an expense or outgoing incurred in connection with this Agreement, the amount of the reimbursement will be net of any input tax credit which may be claimed by the party being reimbursed in relation to that expense or outgoing.

21. Notices

1. Any Notice must be in legible writing and in English and to the party’s contact details set out in the Notice Details or other contact details notified by a party to the other party in accordance with this clause 22.
2. A notice may be given to a party by:
   • hand delivery to the party;
   • prepaid mail to the address of the party;
   • facsimile to the facsimile number of the party; or
   • email to the email address of the party.

3. Any Notice will be regarded as being given by the sender and received by the addressee:
   • if delivered in person, when delivered to the addressee;
   • if posted from within Australia, three Business Days from and including the date of postage;
   • if posted from overseas, ten Business Days from and including the date of postage; or

• if sent by facsimile or email transmission, when received by the addressee unless delivery is not on a Business Day or is after 5.00 pm in which case the Notice will be regarded as received at 9.00 am on the following Business Day.

22. Assignment

1. The Licensor may assign any rights or benefits under this Agreement at any time.
2. The assignment of the Licence, subject to 23.3 below, will extend to assignment to a third-party under a contract of sale, and also by last will and testament of any individual licence holder.
3. The Licensee may not assign any rights or benefits under this Agreement to a third party without the Licensor’s prior written consent, which consent shall not be unreasonably withheld, provided that such third party expressly assumes the Licensees obligations under this agreement and provided further that such assignment or transfer will not relieve the Licensee of its obligations under this agreement. 

4. The Licensee may sell their licence to a new third-party buyer, procured by the Licensee, that desires to enter the business opportunity and are willing to firstly buy this licence from the Licensee and enter into a new contractual agreement with Licensor and effectively take over all Licensee’s obligations and rights and benefits within this agreement. the Licensee of its obligations under this agreement.
5. The selling Licensee is fully and solely responsible for procuring such a new buyer, and for the collection and payment from the new buyer and new Licensee.

6. The selling Licensee is fully and solely responsible for the new Licensee to sign off all relevant contracts and agreements with the Licensor. 
7. The selling Licensee is fully and solely responsible for advising the Licensor of such sale from selling Licensee to new buying Licensee.

23. Set off

• The Licensor may set off any payment due to the Licensee, whether under this Agreement or otherwise, against any claim that the Licensor has against the Licensee, whether under this Agreement or otherwise.

24. Publicity

• The Licensee will not make any public announcement or representations about the Licensed Intellectual Property or this Agreement.

25. Severability

1. If any provision, or the application of any provision, of this Agreement is prohibited, invalid, void, illegal or unenforceable in any jurisdiction:
   • this will not affect the validity and enforceability of the provision or part in other jurisdictions;
   • the provision or part will only be ineffective to the extent of the prohibition, invalidity, voidness or illegality; and
   • the provision or part will be severed and will not affect the validity or enforceability of the remaining provisions or parts of this Agreement.

26. Precedence

• If there is any conflict or inconsistency between any provisions in the documents that comprise this Agreement, the conflict or inconsistency will be resolved in the following order of precedence: the Schedules in numerical order, then the body of this Agreement.

27. Entire Agreement

1. This Agreement supersedes all prior undertakings, arrangements and agreements and constitutes the entire agreement between the parties in relation to the subject matter of this Agreement and there are no conditions, warranties or other terms affecting the agreement between the parties other than those set out in this Agreement.
2. The terms of any terms and conditions of the Licensee will not apply to the Use of the Licensed Intellectual Property or form part of this Agreement.

28. Waiver

1. Any waiver of a right under this Agreement must be in writing and signed by the party granting the waiver and will not operate as a waiver in relation to any subsequent matter.
2. Any failure, delay, forbearance or indulgence by a party in an exercise, or partial exercise, of a right arising under this Agreement will not result in a waiver of that right or prejudice or restrict the rights of the party.

29. Further assurances

• Each party must do all things and execute all further documents necessary to give full effect to this Agreement.

30. Variations

• Any variation of, or amendments to, any terms of this Agreement must be in writing and signed by both parties

31. Advice

• Each party acknowledges that the party has received legal advice or has had the opportunity of obtaining legal advice in relation to this Agreement.

32. Electronic Contract

• If required by the Licensor, this Agreement will be executed and exchanged by electronic means using an electronic platform which is subscribed to by the Licensor.

33. Counterparts

1. This Agreement may be entered into by and becomes binding on the parties named in the Agreement upon one signing the Agreement that has been signed by the other party (or a photocopy or facsimile copy of the same) and transmitting a facsimile and/or email copy thereof to the other party or to the other party’s agent or solicitor.
2. This Agreement may be executed in any number of counterparts on separate or same counterparts.
3. Each counterpart is taken to be an original, but all of them make up the same instrument.

34. Cummulative Rights

1. The rights arising out of this Agreement do not exclude any other rights of either party.
2. Each indemnity in this Agreement is a continuing obligation that is separate and independent from the other obligations under this Agreement.
3. The Licensor is not obliged to take any action, or incur any expense, before enforcing any indemnity under this Agreement.
4. Each exclusion, limitation, indemnity or other benefit set out in this Agreement for the benefit of the Licensor will also be held by the Licensor for the benefit of each member of the Licensor’s Personnel (excluding the Licensee and the Licensee’s Personnel).

35. Licensee to do whatever is necessary

1. The Licensee must do whatever is necessary to give full effect to this Licence Agreement, both before and after it is executed. This may include executing a document or carrying out an act.
2. If the Licensee does not do whatever is necessary to give full effect to this Licence Agreement after being requested to do so, the Licensee irrevocably appoints the Licensor as its attorney so that it may to do all things necessary (including executing documents) to give effect to this Licence Agreement in the Licensee’s name.

36. Costs

• Each party will bear the party’s own costs and expenses in relation to the negotiation, preparation, and execution of this Agreement.

37. Governing Law

1. This Agreement will be governed by the laws of the State of Queensland, Australia.
2. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of that state, the Federal Court of Australia and courts entitled to hear appeals from those courts.

38. Refund/Cooling Off Period

1. Licensor records given the nature of the product, once the product is issued, no refund request will be considered.
2. Licensee records and confirms full and final understanding and notice of clause 39.1 that no refunds nor cooling off period will apply.

Schedule

1. Commencement date: Date of this Agreement
2. Expiry Date: Indefinite
3. Licensed Marketing and Sales Intellectual Property:
   • Means the intellectual property of the licensor relating only to the marketing and sale of the Products and does not in any way relate to the intellectual property of the Products themselves and includes but is not limited to items such as know-how, systems, sales funnels, content, images, logo’s, software, hardware, applications, information and sales education and support.
4. Permitted Purpose: To engage with targeted prospects for the marketing and sale of the Products.
5. Territory: Country Specific Territory (See Form Schedule)
6. Instructions: To use the Licenced Marketing and Sale Intellectual Property to its maximum effect to promote, market and sell the Products.
7. Report Information: Information reasonably required by the Licensor.
8. Reporting Date: Every Quarter
9. Licensor Supplied Material: Licensor Training Licensor’s Back Office and Joint Venture Partner’s Training and Back Office
10. Number of Licenses purchased: Number of licences purchased (See Form Schedule)
11. Invoicing Date: Date of Purchase
12. Payment Terms: Payment in full on Invoicing Date
13. Refund and/or Cooling off period: Due to nature of product, this product is non-refundable once issued and there is no cooling-off period.