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Intellectual Property Assignment Agreement

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If the work of intellectual property (to which this Agreement relates) has already been created, select the first option ("The work has already been created"). If the work is going to be created so that it can be sold/transferred/released/assigned under this Agreement, select the second option ("The work is going to be created"). For example, in some cases, one party might hire the other party to create a piece of intellectual property (such as a website, or a piece of art). For such circumstances, it is more appropriate to use our Service Agreement, which deals with intellectual property, but also addresses various other issues such as the location of the services, the due date for completion, who is to perform the services, warranties as to quality, insurance, confidentiality and workplace health and safety. This Intellectual Property Assignment Agreement is designed instead to be used primarily when the work has already been created. For example, if a person has created a piece of art, and another person wants to purchase the rights to use it in an advertisement.

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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT



THIS AGREEMENT (hereinafter "Agreement") is dated
____________________ (enter the date that this Agreement is signed)


BETWEEN THE ASSIGNOR:

________ (ACN ________) (hereinafter "Assignor"),

Of the following address:

________


AND THE ASSIGNEE:

________ (ACN ________) (hereinafter "Assignee"),

Of the following address:

________



RECITALS

WHEREAS, Assignor owns all right, title and interest in and to a certain work of intellectual property (hereinafter "Work"), defined specifically as the following:

________

WHEREAS, Assignee wishes to acquire such right, title and interest in and to said Work;

WHEREAS, Assignor is willing to relinquish absolute right, title and interest in and to said Work.

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:


(1) DEFINITIONS

In this Agreement, the following definitions apply:

"Agreement" means this agreement.

"Agreement Date" means the date marked at the top of this document.

"Assignment Date" means ________.

"Business Day" means a day which is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.

"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law.

"GST" means Goods and Services Tax.

"GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

"Intellectual Property Rights"
means, in relation to the Work, or any part, summary or derivation of the Work, all present and all future right title and interest in or to any confidential information, logos, brand names, business names, trade names, domain names, registered trade marks, unregistered trade marks, registered designs, unregistered designs, copyrights, patents, service marks, business know-how, inventions, computer programs, business systems or other related information.

"Moral Rights" means the same as in the Copyright Act 1968 (Commonwealth).

"Party"
means either the Assignor or the Assignee.

"Parties" means the Assignor and the Assignee collectively.

"Work" means the Work of intellectual property which is described as follows:

________


(2) INTERPRETATION

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.

(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(e) Any reference to time is a reference to time in New South Wales.

(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.

(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.


(3) ASSIGNMENT

As and from the Assignment Date:

(a) the Assignor hereby releases, and the Assignee hereby accepts, all Intellectual Property Rights in the Work, including any currently existing Intellectual Property Rights as well as any future Intellectual Property Rights in relation to the Work, and regardless of any failure, omission or defect in any part of this Agreement; and

(b) the Assignor irrevocably agrees to assign to the Assignee any and all Intellectual Property Rights in the Work that are not fully assigned to the Assignee in accordance with this Agreement or which the Assignor subsequently acquires (even if such subsequent acquisition occurs on a date after the Agreement Date); and

(c) the Assignor hereby releases, and the Assignee hereby accepts the absolute and unconditional right to reproduce, prepare derivative works, distribute, perform, and/or display the Work, as applicable; and

(d) the Assignor hereby releases, and the Assignee hereby accepts the right to take legal action, seek injunctive relief, or recover damages for any infringement of Intellectual Property Rights in relation to the Work, whether or not such infringement occurred before or after the date of this Agreement; and

(e) in the event that one or more assignments or transfers in relation to the Work, have not been fully effected by the Assignment Date, then until such assignments or transfers are fully effected, the Assignor grants to the Assignee an unconditional and irrevocable licence to use any and all Intellectual Property Rights in the Work, free of any obligation to pay compensation or royalties (except for any consideration which the Assignee is required to pay in accordance with other provisions of this Agreement); and

(f) the Assignor hereby waives any and all Moral Rights that the Assignor may have in the Work; and

(g) the Assignor does not hold any remaining rights in and to the Work, and the unconditional ability to use and exploit the Work belongs exclusively to the Assignee.


(4) PAYMENT

(a) In consideration for the Assignor's transfer of the Intellectual Property Rights in relation to the Work, the Assignee has paid an Assignment Fee in the amount of $10 Australian Dollars ("the Assignment Fee").

(b) The Assignor hereby acknowledges receipt of the Assignment Fee.


(5) GOODS AND SERVICES TAX

(a) Unless otherwise specified, the Assignment Fee does not include GST.

(b) In the event that any supply (or any part of a supply) made under this Agreement is a taxable supply according to the GST Law, then the Assignment Fee shall be increased by the amount of GST payable in respect of the said taxable supply ("the GST Amount").

(c) The GST Amount is payable at the time of payment of the Assignment Fee.

(d) The Transferee's obligation to make payment under this clause is subject to the provision by the Transferor of a valid tax invoice in relation to the said taxable supply.

(e) Any terminology which is used in this Agreement in relation to GST and which has a particular meaning in the GST Law, will have a corresponding meaning in this Agreement (unless the context requires otherwise).


(6) WARRANTIES AND REPRESENTATIONS

(a) The Assignor hereby represents and warrants that the Assignor is the exclusive holder of any and all Intellectual Property Rights in and to the Work, and that no other individual or entity may claim any Intellectual Property Rights in and to the said Work.

(b) The Assignor additionally warrants that the Assignor has all necessary rights required to grant the Assignee unconditional, unlimited and irrevocable use and exploitation of the Work.

(c) The Assignor hereby acknowledges and agrees that except for the Assignment Fee, the Assignor is not entitled to any consideration or compensation for the transfers of Intellectual Property Rights as described in this Agreement.

(d) The Assignor hereby warrants that the Assignor is at least 18 years old and there are no legal restrictions preventing the Assignor from entering this Agreement.

(e) The Assignor hereby warrants that the Assignor is duly authorised to enter this Agreement.


(7) INDEMNITY

The Assignor hereby indemnifies and keeps indemnified the Assignee and any of the Assignee's employees, agents, subcontractors, representatives or affiliates against any and all liability, loss, damage, claim, demand, costs or expenses whatsoever, whether criminal or civil, and including legal costs on a full indemnity basis, which the Assignee incurs as a result of the Work infringing the rights of any third party or third parties.


(8) NOTICES

(a) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Assignor if delivered to the following address:

________

(b) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Assignee if delivered to the following address:

________

(c) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.


(9) WRITTEN COMMUNICATION

In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:

(a) such notice is properly given if given to the other Party:

(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement.

(II) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Agreement.

(III) by post to a postal address the other party has nominated, acknowledged or used in connection with this Agreement.

(b) such notice is taken to be received:

(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(III) if sent by prepaid post within Australia, five (5) days after the date of posting.

(IV) if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.


(10) WARRANTIES REGARDING COMPETITION

(a) Each Party hereby respectively warrants:

(I) That this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice for the purpose, or with the likely effect, of substantially lessening competition;

(II) That this Agreement does not relate to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition;

(III) That this Agreement does not relate to some kind of arrangement involving "price fixing", whereby competitors have agreed on pricing rather than competing against each other;

(IV) That this Agreement does not relate to some kind of arrangement involving "output restrictions", whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;

(V) That this Agreement does not relate to some kind of arrangement involving "market sharing", whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and

(VI) That this Agreement does not relate to some kind of arrangement involving "bid rigging" or "collusive tendering", whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to 'win' the tender.

(b) This clause will survive Termination, expiration or Completion of this Agreement.


(11) WARRANTIES REGARDING LEGAL ADVICE

(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:

(I) That the Warranting Party fully understands the terms of this Agreement.

(II) That the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:

(A) taken such independent legal advice; or

(B) elected not to take such independent legal advice.

(III) That the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.

(b) This clause will survive Termination, expiration or Completion of this Agreement.


(12) GENERAL PROVISIONS

(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.

(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(c) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

(d) TRANSFER OF RIGHTS OR OBLIGATIONS: Neither Party is permitted to novate, subcontract, assign or otherwise transfer that Party's rights or obligations under this Agreement without the prior written consent of the other Party.

(e) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.

(f) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.

(g) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

(h) 555588852558: 52 522 252888822 25 2252 22 2588 825222222 88 5285 22 82 5222225825882, 2522 2588 825222222 8888 82 522225 5222525 22 252 252222 228288552 22 522525 252 225258882 5222225825882 252888822, 525 252 5282 22 252 825222222, 85885 525 22225825882. 52 5 82552 52888228 22 52225 2588 825222222 58 25288525 525282, 252 8285885822 25 5222225825888822 22 522 252888822 22 2588 825222222 85588 222 522282 252 85885822 25 22225825888822 22 252 522582822 22528 525 2528888228, 85885 85588 82 22225825 58 82 252 222225822 2252 25 252888822 555 222 8222 82885525 82 2588 825222222.

(i) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

(j) NO RELIANCE ON REPRESENTATIONS: The Parties each respectively acknowledge and agree that they have entered into this Agreement voluntarily and without relying on any representation by any other Party or by any agent or representative of that other Party.

(k) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement.

(l) BINDING AGREEMENT: This Agreement is binding on the Parties and is to be considered effective as of the date that both Parties have signed the agreement, or in the case that the Agreement has been executed in counterparts, then upon the exchange of counterparts.

(m) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.



EXECUTED AS AN AGREEMENT THIS ________



Executed for and on behalf of ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:



___________________________________

Signature of sole director/company secretary



____________________________________

Name of sole director/company secretary




Executed for and on behalf of ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:



___________________________________

Signature of sole director/company secretary



____________________________________

Name of sole director/company secretary

See your document
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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT



THIS AGREEMENT (hereinafter "Agreement") is dated
____________________ (enter the date that this Agreement is signed)


BETWEEN THE ASSIGNOR:

________ (ACN ________) (hereinafter "Assignor"),

Of the following address:

________


AND THE ASSIGNEE:

________ (ACN ________) (hereinafter "Assignee"),

Of the following address:

________



RECITALS

WHEREAS, Assignor owns all right, title and interest in and to a certain work of intellectual property (hereinafter "Work"), defined specifically as the following:

________

WHEREAS, Assignee wishes to acquire such right, title and interest in and to said Work;

WHEREAS, Assignor is willing to relinquish absolute right, title and interest in and to said Work.

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:


(1) DEFINITIONS

In this Agreement, the following definitions apply:

"Agreement" means this agreement.

"Agreement Date" means the date marked at the top of this document.

"Assignment Date" means ________.

"Business Day" means a day which is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.

"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law.

"GST" means Goods and Services Tax.

"GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

"Intellectual Property Rights"
means, in relation to the Work, or any part, summary or derivation of the Work, all present and all future right title and interest in or to any confidential information, logos, brand names, business names, trade names, domain names, registered trade marks, unregistered trade marks, registered designs, unregistered designs, copyrights, patents, service marks, business know-how, inventions, computer programs, business systems or other related information.

"Moral Rights" means the same as in the Copyright Act 1968 (Commonwealth).

"Party"
means either the Assignor or the Assignee.

"Parties" means the Assignor and the Assignee collectively.

"Work" means the Work of intellectual property which is described as follows:

________


(2) INTERPRETATION

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.

(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(e) Any reference to time is a reference to time in New South Wales.

(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.

(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.


(3) ASSIGNMENT

As and from the Assignment Date:

(a) the Assignor hereby releases, and the Assignee hereby accepts, all Intellectual Property Rights in the Work, including any currently existing Intellectual Property Rights as well as any future Intellectual Property Rights in relation to the Work, and regardless of any failure, omission or defect in any part of this Agreement; and

(b) the Assignor irrevocably agrees to assign to the Assignee any and all Intellectual Property Rights in the Work that are not fully assigned to the Assignee in accordance with this Agreement or which the Assignor subsequently acquires (even if such subsequent acquisition occurs on a date after the Agreement Date); and

(c) the Assignor hereby releases, and the Assignee hereby accepts the absolute and unconditional right to reproduce, prepare derivative works, distribute, perform, and/or display the Work, as applicable; and

(d) the Assignor hereby releases, and the Assignee hereby accepts the right to take legal action, seek injunctive relief, or recover damages for any infringement of Intellectual Property Rights in relation to the Work, whether or not such infringement occurred before or after the date of this Agreement; and

(e) in the event that one or more assignments or transfers in relation to the Work, have not been fully effected by the Assignment Date, then until such assignments or transfers are fully effected, the Assignor grants to the Assignee an unconditional and irrevocable licence to use any and all Intellectual Property Rights in the Work, free of any obligation to pay compensation or royalties (except for any consideration which the Assignee is required to pay in accordance with other provisions of this Agreement); and

(f) the Assignor hereby waives any and all Moral Rights that the Assignor may have in the Work; and

(g) the Assignor does not hold any remaining rights in and to the Work, and the unconditional ability to use and exploit the Work belongs exclusively to the Assignee.


(4) PAYMENT

(a) In consideration for the Assignor's transfer of the Intellectual Property Rights in relation to the Work, the Assignee has paid an Assignment Fee in the amount of $10 Australian Dollars ("the Assignment Fee").

(b) The Assignor hereby acknowledges receipt of the Assignment Fee.


(5) GOODS AND SERVICES TAX

(a) Unless otherwise specified, the Assignment Fee does not include GST.

(b) In the event that any supply (or any part of a supply) made under this Agreement is a taxable supply according to the GST Law, then the Assignment Fee shall be increased by the amount of GST payable in respect of the said taxable supply ("the GST Amount").

(c) The GST Amount is payable at the time of payment of the Assignment Fee.

(d) The Transferee's obligation to make payment under this clause is subject to the provision by the Transferor of a valid tax invoice in relation to the said taxable supply.

(e) Any terminology which is used in this Agreement in relation to GST and which has a particular meaning in the GST Law, will have a corresponding meaning in this Agreement (unless the context requires otherwise).


(6) WARRANTIES AND REPRESENTATIONS

(a) The Assignor hereby represents and warrants that the Assignor is the exclusive holder of any and all Intellectual Property Rights in and to the Work, and that no other individual or entity may claim any Intellectual Property Rights in and to the said Work.

(b) The Assignor additionally warrants that the Assignor has all necessary rights required to grant the Assignee unconditional, unlimited and irrevocable use and exploitation of the Work.

(c) The Assignor hereby acknowledges and agrees that except for the Assignment Fee, the Assignor is not entitled to any consideration or compensation for the transfers of Intellectual Property Rights as described in this Agreement.

(d) The Assignor hereby warrants that the Assignor is at least 18 years old and there are no legal restrictions preventing the Assignor from entering this Agreement.

(e) The Assignor hereby warrants that the Assignor is duly authorised to enter this Agreement.


(7) INDEMNITY

The Assignor hereby indemnifies and keeps indemnified the Assignee and any of the Assignee's employees, agents, subcontractors, representatives or affiliates against any and all liability, loss, damage, claim, demand, costs or expenses whatsoever, whether criminal or civil, and including legal costs on a full indemnity basis, which the Assignee incurs as a result of the Work infringing the rights of any third party or third parties.


(8) NOTICES

(a) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Assignor if delivered to the following address:

________

(b) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Assignee if delivered to the following address:

________

(c) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.


(9) WRITTEN COMMUNICATION

In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:

(a) such notice is properly given if given to the other Party:

(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement.

(II) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Agreement.

(III) by post to a postal address the other party has nominated, acknowledged or used in connection with this Agreement.

(b) such notice is taken to be received:

(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(III) if sent by prepaid post within Australia, five (5) days after the date of posting.

(IV) if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.


(10) WARRANTIES REGARDING COMPETITION

(a) Each Party hereby respectively warrants:

(I) That this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice for the purpose, or with the likely effect, of substantially lessening competition;

(II) That this Agreement does not relate to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition;

(III) That this Agreement does not relate to some kind of arrangement involving "price fixing", whereby competitors have agreed on pricing rather than competing against each other;

(IV) That this Agreement does not relate to some kind of arrangement involving "output restrictions", whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;

(V) That this Agreement does not relate to some kind of arrangement involving "market sharing", whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and

(VI) That this Agreement does not relate to some kind of arrangement involving "bid rigging" or "collusive tendering", whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to 'win' the tender.

(b) This clause will survive Termination, expiration or Completion of this Agreement.


(11) WARRANTIES REGARDING LEGAL ADVICE

(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:

(I) That the Warranting Party fully understands the terms of this Agreement.

(II) That the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:

(A) taken such independent legal advice; or

(B) elected not to take such independent legal advice.

(III) That the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.

(b) This clause will survive Termination, expiration or Completion of this Agreement.


(12) GENERAL PROVISIONS

(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.

(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(c) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

(d) TRANSFER OF RIGHTS OR OBLIGATIONS: Neither Party is permitted to novate, subcontract, assign or otherwise transfer that Party's rights or obligations under this Agreement without the prior written consent of the other Party.

(e) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.

(f) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.

(g) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

(h) 555588852558: 52 522 252888822 25 2252 22 2588 825222222 88 5285 22 82 5222225825882, 2522 2588 825222222 8888 82 522225 5222525 22 252 252222 228288552 22 522525 252 225258882 5222225825882 252888822, 525 252 5282 22 252 825222222, 85885 525 22225825882. 52 5 82552 52888228 22 52225 2588 825222222 58 25288525 525282, 252 8285885822 25 5222225825888822 22 522 252888822 22 2588 825222222 85588 222 522282 252 85885822 25 22225825888822 22 252 522582822 22528 525 2528888228, 85885 85588 82 22225825 58 82 252 222225822 2252 25 252888822 555 222 8222 82885525 82 2588 825222222.

(i) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

(j) NO RELIANCE ON REPRESENTATIONS: The Parties each respectively acknowledge and agree that they have entered into this Agreement voluntarily and without relying on any representation by any other Party or by any agent or representative of that other Party.

(k) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement.

(l) BINDING AGREEMENT: This Agreement is binding on the Parties and is to be considered effective as of the date that both Parties have signed the agreement, or in the case that the Agreement has been executed in counterparts, then upon the exchange of counterparts.

(m) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.



EXECUTED AS AN AGREEMENT THIS ________



Executed for and on behalf of ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:



___________________________________

Signature of sole director/company secretary



____________________________________

Name of sole director/company secretary




Executed for and on behalf of ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:



___________________________________

Signature of sole director/company secretary



____________________________________

Name of sole director/company secretary