STANDARD TERMS AND CONDITIONS

It is agreed as follows.

1 Definitions and Interpretation

1.1 Definitions

The following definitions apply unless the context requires otherwise.

Agreement means this agreement.

Business Day means a day on which banks are open for general banking business in the Jurisdiction, excluding Saturdays, Sundays or public holidays in the Jurisdiction.

Commencement Date means the date specified in the Reference Schedule.

Confidential Information means information that is by its nature confidential, is designated as confidential, or which the recipient of that information knows, or ought to know, is confidential, and includes the terms and conditions of this Agreement.

Contract Manager means the person for the time being holding or occupying that position on behalf of Client and of 135 as specified in the Reference Schedule.

Corporations Act means the Corporations Act 2001 (Cth).

CPI means the Consumer Price Index (all groups – weighted average of eight capital cities) published by the Australian Bureau of Statistics.

Client Input means the client inputs specified in the Reference Schedule.

Currency means the currency specified in the Reference Schedule.

Fee means the total fees payable to 135 (regardless of whether that fee is fixed priced or determined on a time and materials basis) as set out in the Reference Schedule, which will be expressed in the Currency.

Force Majeure has the meaning given in clause 14.

Government Authority means a government or a governmental, semi-governmental or judicial entity or authority. It also includes a self-regulatory organisation established under statute or a securities exchange.

GST has the meaning given in section 195-1 of the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means, in relation to an entity:

a receiver, receiver and adviser, administrator, trustee or similar official, is appointed over any of the assets or undertakings of the entity;
the entity suspends payment of its debts generally;
the entity is or becomes unable to pay its debts when they are due or is unable to pay its debts within the meaning of the Corporations Act;
the entity enters into or resolves to enter into any arrangement, competition or compromise with, or assignment for the benefit of, its creditors or any class of them;
an application (that is not frivolous or vexatious) or order is made for the winding up or dissolution of, or the appointment of a provisional liquidator, to the entity or a resolution is passed or steps are taken to pass a resolution for the winding up or dissolution of the entity otherwise than for the purpose of an amalgamation or reconstruction that has the prior consent of the other party;
an administrator is appointed under the Corporations Act; or
something having a substantially similar effect to (a) to (f) happens in connection with that entity under the law of any jurisdiction.

Intellectual Property Rights means all existing and future copyright, trademarks, design rights, patents, rights in inventions, rights in circuit layouts (whether or not registered or capable of registration), Know How and any other rights in or to the results of any intellectual activity in the industrial, commercial, scientific, literary or artistic fields, wherever existing in the world, and including all renewals, extensions and revivals of, and all rights to apply for, any of them.

Jurisdiction means the jurisdiction specified in the Reference Schedule.

Know How means the information or know how owned by or in the possession or control of a party relating to its business, its systems, technology and affairs including in whatever form:

financial, operational, technological and strategic information;
research and development information such as inventions, discoveries, improvements, processes and formulae;
manuals and instructions;
source and object codes for computer software; and
customer and supplier information.

Law means any statute, regulation, order, rule, subordinate legislation or other document enforceable under any statute, regulation, rule or subordinate legislation.

Loss includes any damage, claim, action, demand or proceeding (whether based in contract, tort or statute) or loss, liability, cost, charge, expense or other expenditure (including legal fees, costs and disbursements on the higher of a full indemnity basis and a solicitor and own client basis, determined without taxation, assessment or similar process and whether incurred by or awarded against a party) whether or not paid or due.

Reference Schedule means the schedule titled “Reference Schedule”.

Service Recipient means the individual person who will be the beneficiary of the Services, as notified by the Client to 135 in writing from time to time.

Services means the services specified in the Reference Schedule and all services otherwise agreed between the parties from time to time.

Tax means all income tax, capital gains tax, capital tax, recoupment tax, land tax, sales tax, payroll tax, fringe benefits tax, group tax, profit tax, interest tax, property tax, undistributed profits tax, GST, withholding tax, municipal rates, stamp duties and other tax, impost, rates, duties, charges and levies assessed or charged or assessable or chargeable by or payable to any national, federal, state or municipal taxation or excise authority in Australia or elsewhere, including any interest, penalty, charge, fee or other amount imposed or made on or in respect of the failure to file a return in respect of or to pay any such tax, impost, rates, duties, charges or levies, other than taxes payable by a party in its own right.

Term means the period if any is specified in the Reference Schedule.

1.2 Interpretation

(a) Headings are for convenience only and do not affect interpretation.
(b) Mentioning anything after includes, including, for example or similar expressions, does not limit what else might be included.
(c) The following rules apply unless the context requires otherwise.

The singular includes the plural and the converse also applies.
A gender includes all genders.
If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
A reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity and the converse also applies.
A reference to a clause or schedule is to a clause (or sub‑clause) of or schedule to this Agreement.
A reference to a party to this Agreement or another agreement or document includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives).
A reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document and includes the recitals, schedules and annexures to that agreement or document.
A reference to legislation or to a provision of legislation includes a modification or re‑enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
A word or phrase appearing in a certain context which, when used in a similar context in the Corporations Act or Australian Accounting Standards would have a particular meaning, has that meaning in this Agreement.
A reference to a right or obligation of any two or more people comprising a single party confers that right, or imposes that obligation, as the case may be, on each of them severally and each two or more of them jointly. A reference to that party is a reference to each of those people separately (so that, for example, a representation or warranty by that party is given by each of them separately).
A reference to conduct includes, an omission, statement or undertaking, whether or not in writing.
Where a party has entered this Agreement in its capacity as trustee of a trust and there is a change of trustee of that trust, the new trustee is bound by this Agreement in its capacity as trustee of the trust as if the new trustee were a party to it and the rights, obligations and liabilities of the former trustee in relation to this Agreement become rights, obligations and liabilities of the new trustee.

1.3 Inconsistency

If there is any conflict or inconsistency between the provisions of any terms of use or policy issued by 135 that relates to the Services and/or to this Agreement, the terms of this Agreement shall prevail to the extent of that conflict or inconsistency.

2 Services

2.1 Appointment

With effect from the Commencement Date, the Client appoints 135 and 135 accepts its appointment, to provide the Services to the Client and to the Service Recipients on the terms and conditions of this Agreement.

2.2 Services

(a) The Services to be performed by 135 are specified in the Reference Schedule or as otherwise agreed between 135 and the Client from time to time.

(b) 135 will provide to Client, for the benefit of the relevant Service Recipient, all Services, including all labour, materials, and other resources incidental to the Services, necessary to provide and perform the requirements set out in this Agreement.

2.3 Non-exclusivity

135 may from time to time perform similar services for itself and other persons to the services performed for the Client under this Agreement.

2.4 Subcontracting

Client acknowledges and agrees 135 may delegate, subcontract or engage agents for the performance of all or any portion of the Services without the prior written approval of Client. 135 will retain full responsibility for the performance of all Services notwithstanding any such arrangement.

3 REPORTING

3.1 Client Contract Manager

135 will report to the Client Contract Manager or his or her authorised designee. 135 will discuss all issues, recommendations and decisions related to Service performance, status, or any major issue affecting the Services with the Client Contract Manager or authorised designee. Any contacts with Service Recipient made by 135 will only be made with the full knowledge, prior concurrence and participation of Client.

3.2 Meetings

135 will participate in meetings and discussions as reasonably required by the Client Contract Manager or when the meeting or discussion addresses areas involving 135’s obligations under this Agreement.

4 FEES

4.1 Fees

In consideration of 135 providing the Services, Client will pay to 135 the Fee in accordance with the Reference Schedule.

5 SERVICE PROVIDER OBLIGATIONS

5.1 Performance

135 must supply the Services in accordance with:

(a) the terms and conditions of this Agreement;
(b) all reasonable directions given by the Client Contract Manager;
(c) the policies and standards of Client described in this Agreement or otherwise notified to 135;
(d) all laws, regulations and Australian standards applicable to the performance of the Services; and
(e) the level of professional skill, care, planning, supervision, control and judgment which may be expected of a professional organisation experienced in providing services of the type and complexity of the Services.

5.2 Co-ordination

135 agrees to coordinate and work with Client to ensure an appropriate interaction between the business of Client and 135.

5.3 Reports

135 will provide such information and reports to Client on the performance of the Services as reasonably requested from time to time.

5.4 Data Privacy

In any case where 135 will, as part of the performance of the Services, access, handle or use any data that relates to or identifies any natural person (personal data) of or received from Client or the Service Recipient, 135 will:

(a) access, handle, and use such personal data only as needed in order to perform the Services under this Agreement or in order to comply with applicable laws or court orders;
(b) follow any instructions provided by Client or the Service Recipient to 135 relating to compliance with any laws, regulations, court orders, or self-regulatory programs applicable to the collection, use, and disclosure of personal data;
(c) maintain commercially reasonable policies and procedures to protect the privacy, integrity, and confidentiality of such personal data;
(d) notify Client immediately in the event of any breach of the security of such personal data, and cooperate with Client and the Service Recipient in any post-breach investigation or remediation efforts;
(e) notify Client promptly in the event that 135 as required by law, court order, warrant, subpoena, or other legal or judicial process to disclose any such personal data to any person other than Client, or another 135 expressly approved to receive such personal data by Client;
(f) return or destroy all such personal data promptly upon the termination of this Agreement, or at any time during the term of this Agreement upon written instructions from Client; and
(g) comply with the Privacy Act of 1988 (Cth).

6 DELIVERY

6.1 Client delay

If 135 cannot provide, or reasonably anticipates that it cannot provide, any Services solely or partially because of an actual or impending delay by Client in the provision of a Client Input, 135 will notify the Client Contract Manager in writing immediately upon 135 becoming aware of that actual or impending delay by Client.

6.2 Force Majeure

No party will be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by an event of Force Majeure, and such party is entitled to a reasonable extension of time for the performance of any affected obligations provided that party uses all reasonable diligence and effort to overcome the event of Force Majeure as soon as possible.

7 CONFIDENTIALITY

7.1 Protection of Confidential Information

Each party must:

(a) keep the Confidential Information of the other party confidential and secret and ensure that any such Confidential Information is always in the party’s possession or custody or under its control;
(b) only use the Confidential Information for the purpose of performing its obligations or exercising its rights under this Agreement (Permitted Purpose);
(c) not give or disclose, or permit the giving or disclosure of the other party’s Confidential Information in any form, to any person; and
(d) not use the other party’s Confidential Information to the competitive disadvantage or detriment of the other,

without the prior written consent of the other party and except as expressly permitted in this Agreement.

7.2 Exceptions

The obligations of confidence in clause 7.1 do not apply to Confidential Information to the extent it:

(a) is or becomes required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed; or
(b) enters the public domain other than as a result of a breach of this Agreement or another obligation of confidence; or
(c) was already known by, rightfully received, or independently developed by the recipient free of any obligation of confidence.

7.3 Injunctions

The parties acknowledge and agree that damages may not be an adequate remedy for breach of the obligations in this clause 7 and a party may seek interlocutory injunctions to prevent any actual or threatened breach of confidentiality, without proving actual damage.

7.4 Return of resources, material and information

Upon completion of the relevant Services or termination of this Agreement, each party agrees to return to the other party all Confidential Information of the other party and all other materials disclosed or provided to the first party by or on behalf of the other party in connection with this Agreement in the first party’s possession, power or control.

7.5 Retention

Either party may retain copies of the other party’s Confidential Information as necessary for legal compliance, audit and quality assurance purposes, but will not disclose those copies except to the extent authorised under this clause 7.

8 WARRANTIES

8.1 By each party

Each party represents and warrants to each other party that (except as expressly disclosed in this Agreement or consented to by the other party) each of the following is true, accurate and not misleading as at the Commencement Date.

(a) If the party is a company:

(status) It is a body corporate duly incorporated and validly existing under the laws of the place of its incorporation or establishment.
(corporate power) It has the corporate power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.
(corporate authorisations) It has taken all necessary corporate action to authorise the entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement.
(solvency) No receiver or receiver and manager, liquidator or statutory manager has been appointed in respect of it or in respect of the whole or any part of the assets or undertaking of it.

(b) If the party is a trustee of a trust:

(status) It is the sole trustee of the trust and no action has been taken to remove or replace it.
(trust power) It has the power under the trust deed to execute and perform its obligations under this Agreement.
(trust authorisations) All necessary action has been taken to authorise the execution and performance of this Agreement under the trust deed and the constitution of the trust.
(execution) This Agreement is executed and all transactions relating to this Agreement are or will be entered into as part of the due and proper administration of the trust and are or will be for the benefit of the beneficiaries.
(solvency) No receiver or receiver and manager, liquidator or statutory manager has been appointed in respect of the party or in respect of the whole or any part of the assets or undertaking of it.

(binding obligation) This Agreement is its valid and binding obligation.
(no contravention) The execution and performance by it of this Agreement and each transaction contemplated under this Agreement did not and will not violate in any respect a provision of:
- (A) a law or treaty or a judgment, ruling, order or decree of a Governmental Authority binding on it; or
- (B) any other document or agreement which is binding on it, or on its assets.

9 COMPLIANCE WITH LAWS

9.1 Compliance with laws

Each party will comply with all laws, rules, ordinances and regulations that are applicable to the performance of this Agreement. In no event will either party be obligated under this Agreement to take any action that it believes, in good faith, would cause it to be in violation of any laws, rules, ordinances or regulations applicable to it.

9.2 Records

135 must:

(a) maintain complete and accurate books and records of, and supporting documentation in relation to, all activities, Services, Fees, 135’s compliance with its obligations under this Agreement and payments (whether in kind or in cash) made by 135 for or on behalf of Client; and
(b) maintain all such books, accounts and records for a period of at least 5 years following delivery of the relevant Services.

10 INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership

135 remains the owner or licensee (as the case may be) of all 135 Intellectual Property Rights.

10.2 Limited Licence

135 grants or must procure the granting to Client of a nonexclusive, royalty-free licence during the term of this Agreement to use 135 Intellectual Property Rights for the purpose of the Services and enabling the Client and the Service Recipients to enjoy all benefits of the Services (135 Licence).

10.3 Ownership of Deliverables

As between Client and 135, Client will have full ownership of Intellectual Property Rights developed or contributed to by 135 in connection with the provision of the Services (Developed IP). This assignment does not, however, apply to 135 Intellectual Property Rights that are used to produce the Developed IP.

10.4 Moral rights

135 will provide, and will obtain from any person (including without limitation any employee, contractor, director, shareholder or representative of the company in a position to assert moral rights to the Developed IP), written waivers of, or consents to acts that would otherwise infringe, all rights of integrity and all moral rights in relation to the Developed IP, prior to the creation of any Developed IP, which waivers may be enforced by Client or its successors and assigns.

10.5 Assignment of rights

The parties will cooperate with each other and execute such other documents as may be necessary or appropriate to achieve the objectives of this clause 10.

10.6 Residuals

Nothing in this Agreement prohibits or limits any party’s use of ideas, concepts, know-how, techniques, and methodologies.

10.7 Termination

(a) The 135 Licence will continue for the term of this Agreement and will terminate automatically upon termination of this Agreement.
(b) Without limiting anything in clause 4, upon termination of this Agreement:

any licence granted to Client to use any 135 Intellectual Property Rights shall immediately terminate; and
Client must immediately cease to use 135 Intellectual Property Rights, and must recall and return or destroy, delete or deliver to 135 (or the person nominated by 135) all materials, books and records and other documents (in writing or in electronic form) that contain 135 Intellectual Property Rights.

11 INDEMNITIES

11.1 General

Each party shall be liable for, and indemnifies the other against, any Loss which any of them may incur or suffer because of or in connection with the negligence, fraud, wilful misconduct, breach of this Agreement or breach of Law (to the extent it relates directly to this Agreement). This obligation continues after the termination of this Agreement. The indemnity given in this clause 11.1 does not extend to any consequential or indirect costs, charges, expenses or damages.

12 LIMITATION OF LIABILITY

12.1 Indirect loss excluded

Neither party is liable to the other under the Agreement for any kind of indirect or consequential loss arising out of or in connection with the Agreement.

12.2 Exclusions

The limitations of liability in clause 12.1 does not apply to:

(a) the indemnities in clause 1; and
(b) any matter for which it would be illegal to exclude or limit or to attempt to exclude or limit liability.

13 TERM AND TERMINATION

13.1 Term

This Agreement commences as of and from the Commencement Date and shall continue until:

(a) where no Term is specified in the Reference Schedule, termination in accordance with this clause 13; or
(b) where a Term is specified in the Reference Schedule, the earlier of:

the end of the Term; or
termination in accordance with this clause 13.

13.2 Right to terminate

Where no Term is specified in the Reference Schedule, this Agreement may be terminated by either party giving not less than 60 Business Days written notice of termination to the other party.

13.3 Immediate Termination

A party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) an Insolvency Event occurs in relation to the other party;
(b) the other party materially fails to observe or perform any representation, warranty or undertaking given by the other party under this Agreement or materially breaches this Agreement or the Law, where the failure or breach remains unremedied for 10 Business Days (or 5 Business Days where the breach relates to a failure to pay) after notice of the failure or breach is served by the first party upon the other party or for such other period as the parties agree acting reasonably; or
(c) a Force Majeure affecting the other party as referred to in clause 14 has continued for at least 40 Business Days without being remedied.

13.4 Consequences of termination

Where this Agreement is terminated:

(a) 135 must:

(if applicable) remove from the Client’s premises all plant and equipment which relates exclusively to the terminated Services or this Agreement (as applicable);
take any other action relating to any Services under this Agreement which Client may reasonably require on terms to be reasonably agreed by the parties or any action the Service Recipients require;
comply with any disengagement provisions in this Agreement or as notified by Client; and
if Client directs in writing, facilitate the transfer of any Services under this Agreement designated by Client to a third party service provider or a Client affiliate, any Service Recipient, or any other third party nominated by Client on terms to be reasonably agreed by the parties; and

(b) Client must:

do all things reasonably necessary or desirable to assist 135 in completing the requirements in clause 4(a); and
where a Term is specified in the Reference Schedule; pay to 135 the remaining Fees that would otherwise be due and payable referable to the unexpired remainder of the Term.

13.5 Survival on termination

Any termination or expiry of this Agreement will not prejudice any right of action or remedy which may have accrued to either party. The clauses of this Agreement which relate to Intellectual property rights, confidential information, warranties, indemnities, limitation of liability, rights on termination, dispute resolution, severability, notices and governing law and any other clause of this Agreement which by its nature contains an ongoing obligation, will survive termination or expiration of this Agreement.

14 FORCE MAJEURE

14.1 Definitions

In this clause Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party:

(a) act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;
(b) strike, lockout or other labour difficulty, other than those involving only the employees of the party claiming force majeure;
(c) act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
(d) breakdown, failure or malfunction of any telecommunications or computer service or system including without limitation any information technology equipment used in the provision of the Services;
(e) the closure of any market relevant to the party’s obligations under this Agreement; and
(f) embargo, inability to obtain necessary materials, equipment or facilities, power or water shortage, or lack of transportation.

14.2 Notice of event of Force Majeure

If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:

(a) specify the obligations and the extent to which it cannot perform those obligations;
(b) fully describe the event of Force Majeure;
(c) estimate the time during which the Force Majeure will continue; and
(d) specify the measures proposed to be adopted to remedy or abate the Force Majeure.

14.3 Suspension of Obligations

Following a notice of Force Majeure in accordance with clause 14.2, and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.

14.4 Remedy of Force Majeure

The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.

14.5 Mitigation

The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any Loss suffered by the other party as a result of the party’s failure to carry out its obligations under this Agreement.

15 DISPUTE RESOLUTION

15.1 Resolve disputes

In the event of a dispute arising out of or relating to this Agreement, each party agrees to:

(a) provide written notice to the other party regarding the nature of the dispute;
(b) work together to resolve the matter internally by promptly holding good faith discussions between a senior representative of each party for a minimum of ten Business Days (or any longer period agreed between the parties),

before commencing court proceedings or arbitration against the other party.

15.2 Continue performance

Except where the dispute renders it impossible to do so, the parties will continue performing their respective obligations under this Agreement while a dispute is being resolved, unless and until such obligations are terminated or expire in accordance with this Agreement.

16 NOTICES

Any notice given under this Agreement:

(a) must be in writing and signed (and in the case of a notice by email, sent) by the sender or a person duly authorised by the sender;
(b) must be delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand or email to the address or email address set out in the Reference Schedule or that last notified by the intended recipient to the sender after the date of this Agreement:
(c) will be conclusively taken to be duly given or made:

in the case of delivery in person, when delivered;
in the case of delivery by post, two Business Days after the date of posting (if posted to an address in the same country) or seven Business Days after the date of posting (if posted to an address in another country); and
in the case of email, the time that the intended recipient or person duly authorised by the recipient acknowledges receipt,

but if the result is that a notice would be taken to be given or made on a day that is not a business day in the place to which the notice is sent or is later than 4pm (local time) it will be conclusively taken to have been duly given or made at the start of business on the next business day in that place.

17 MISCELLANEOUS

17.1 GST

(a) The fees and other amounts or benefits payable to a party under this Agreement do not include any amount referable to GST. If GST has any application to any supply made under or in connection with this Agreement, the receiving party (as the case may be) may in addition to any amount or consideration payable under this Agreement, recover from the paying party an additional amount on account of GST, such amount to be calculated by multiplying the amount or consideration payable by the paying party by the prevailing GST rate.
(b) If the receiving party is not entitled to an input tax credit for any GST:

charged to or recovered from the paying party (as the case may be) by any person; or
payable by the paying party (as the case may be) that is referable directly to any supply made under or in connection with this Agreement,

then the receiving party (as the case may be) may increase any amount or consideration payable by the paying party on account of such input tax and recover from the paying party the amount of any such increase.

17.2 Waiver and variation

A provision of or a right created under this Agreement may not be waived or varied except in writing, signed by the party or parties to be bound. The right to exercise any right, power or remedy under this Agreement will not be waived by any delay or failure to exercise or by any exercise in part.

17.3 Assignment

A party may not assign any of its rights or obligations under this Agreement to another party without the prior written consent of the other party (which consent must not be unreasonably withheld). A party is entitled to withhold consent if it is not satisfied, acting reasonably, with the financial worth of the assignee (or of any proposed guarantor of the assignee) or with the ability of the assignee or its proposed agents to properly perform the obligations under this Agreement.

17.4 Remedies cumulative

The rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by Law independently of this Agreement.

17.5 No merger

The warranties, undertakings and indemnities in this Agreement do not merge on the termination of this Agreement.

17.6 Survival of indemnities

Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement.

17.7 Enforcement of indemnities

It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.

17.8 Further assurances

Each party agrees, at its own expense, to:

(a) execute and cause its successors to execute documents and do everything else necessary or appropriate to bind the parties and their successors under this Agreement; and
(b) use its best endeavours to cause relevant third parties to do likewise to bind every party intended to be bound under this Agreement.

17.9 Confidentiality

Except as required by Law or as requested by any Government Authority, or as is necessary for the performance of its obligations under this Agreement by its officers or agents, no party may directly or indirectly disclose to any other person, or use or permit to be disclosed or used for any other purpose than as contemplated by this Agreement, any information that may be acquired by it under this Agreement, and each party must keep all such information confidential, except where publicly available other than by breach of this Agreement or where the other party consents to the disclosure.

17.10 Entire agreement

This Agreement contains the entire agreement between the parties with respect to its subject matter. It supersedes all earlier conduct by the parties or prior agreement between the parties with respect to its subject matter.

17.11 Amendment

This Agreement may be amended only by another document executed by the parties.

17.12 Severability

If any provision of this Agreement is held or found to be void, invalid or otherwise unenforceable then so much of it as is necessary to render it valid and enforceable is deemed to be severed but the remainder of this Agreement remains in full force and effect.

17.13 Governing law and jurisdiction

This Agreement is governed by the laws applicable in the state of New South Wales. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction in that state.

17.14 Counterparts

This Agreement may be executed in any number of counterparts. All executed counterparts constitute one document.

17.15 Electronic execution

A party may execute this Agreement (and any variation of this Agreement) with a digital signature generated by DocuSign, Adobe Sign, or by any other generally accepted technology which the parties agree satisfies applicable requirements for execution by digital signature of the document (including requirements of the Electronic Transactions Act 1999 (Cth) and any equivalent state or territory legislation). A party who receives such a digital signature may assume that such execution was validly and lawfully performed by the other party.