Consultant means 10000 Hours (ABN 22 603 191 037) of 301/25 Lime Street, Sydney 2000, contactable on email@example.com.
Customer means the party addressed in the Confirmation Letter.
Capitalised words and phrases are defined in the section of the document entitled “Definitions”.
• Consultant provides consulting Services.
• Consultant will provide the consulting Services to Customer on the terms and conditions of the Agreement.
It is agreed as follows.
The parties agree to the terms of the Agreement by signing the Confirmation Letter. The Agreement is changeable until accepted in writing.
The Agreement will apply until Consultant completes the Services.
Consultant will provide the Services named in the Confirmation Letter to Customer in accordance with the Agreement.
Customer must pay Consultant the amount specified in the Confirmation Letter in exchange for the Services.
• If the Services are provided over a period less than one month, Consultant will invoice Customer for the Services upon the completion of the Services.
• Where Services are provided over a period more than one month, Consultant will invoice Customer for the Services rendered during the previous month.
• Customer will pay the invoice within the payment terms specified in the Confirmation Letter, or, if no payment terms are mentioned in the Confirmation Letter, within 14 days.
• Customer will ensure that Consultant can invoice within the payment terms in the Confirmation Letter by ensuring that all of Customer’s internal payment processes are followed prior to the Engagement Date, including any forms related to:
• purchase orders; and
• approved vendor status.
• If Customer fails to pay any amount due under the Agreement on time, Consultant may immediately, at its discretion charge Customer interest on the overdue amount at an interest rate equal to the ATO GIC Rate at https://www.ato.gov.au/Rates/General-interest-charge-(GIC)-rates/.
• If payment is overdue for longer than 7 days, Consultant may suspend the provision of the Services to Customer until the overdue payment is received.
Both Consultant and Customer will Keep Secret the Confidential Information of the other party perpetually and use it only for working with the other party in relation to the Services.
The Confidential Information includes information:
• contained in the document(s) listed in the Confirmation Letter; and
• disclosed at the meeting(s) arranged as part of the Services.
Upon termination or cancellation of the Agreement, each party must return, or at the discretion of the other party, delete or destroy all Confidential Information in its possession or control.
8.1 IP Ownership
• Consultant will own Background IP and New IP.
• If Customer obtains any interest in the New IP, Customer Transfers Intellectual Property Ownership in the New IP to Consultant.
8.2 Standard Licence
• Consultant grants a licence to Customer to the New IP and the Background IP as described in the table below.
8.3 Expanded Licence
Customer may purchase an additional licence to the New IP and the Background IP if:
• Consultant and Customer agree on a licence cost in writing;
• Consultant invoices Customer for this licence cost; and
• This invoice is paid within 14 days.
Then the New IP and Background IP will be licenced as described in the table below:
The amount Customer can claim from Consultant in relation to the Agreement and Services (including for any Example Limitation Risks) is Limited To The Amount equal to the amount paid by Customer to Consultant under the Agreement.
Agreement can be cancelled immediately by either party if:
• either party notifies the other party of an Agreement breach; and
• 5 days after the breach notification, the Agreement breach is not remedied.
Agreement can be cancelled by either party if the other party becomes insolvent.
This document will take precedence over the Confirmation Letter and the Program Proposal to the full extent of any inconsistency between those documents.
In the event that Customer wishes to Cancel An Engagement of Consultant, Customer must provide 60 days of notice prior to the Engagement Date. If Customer provides less than 60 days of notice from the Engagement Date, Customer must pay Consultant:
• 50% of the amount specified for the engagement in the Confirmation Letter, if more than 10 business days of notice from the Engagement Date is provided; or
• The total amount specified for the engagement in the Confirmation Letter, if 10 business days or less of notice from the Engagement Date is provided.
Consultant will invoice Customer for this amount after Customer notifies Consultant that Customer wishes to Cancel An Engagement.
Customer will pay the invoice within the payment terms specified in the Confirmation Letter or, if no payment terms are mentioned in the Confirmation Letter, within 14 days.
Incidental costs, including travel, accommodation, equipment hire, and material costs will be charged to the Customer in addition to the fees in the Confirmation Letter.
Where the incidental cost is the cost of an airline flight, Consultant will:
• book flexible flights, to help manage any deviations from the Engagement Date in the Confirmation Letter; and
• where the flight is longer than 6 hours, book a business class flight.
Where the incidental cost is the cost of motor vehicle travel, the cost will be calculated at the rate of 70 cents per kilometre.
Where a Connected Agreement exists, and under the Connected Agreement Consultant:
• suspends services; or
• terminates for breach,
Consultant may, at its discretion:
• suspend provision of the Services; or
• terminate the Agreement,
effective on the same date as the relevant Connected Agreement.
• Customer will provide the room requirements in the Confirmation Letter.
• Consultant will make reasonable endeavours to provide Client’s preferred facilitator, but, in the event of illness, or personal emergency,
• Consultant may substitute a different facilitator with an equivalent level of skill and training.
• Customer will ensure that no external training providers are recipients of the Services.
The governing law of the Agreement will be New South Wales, and the parties agree that this state will be the exclusive jurisdiction for any proceedings under the Agreement.
The parties may send Communications to other Agreement parties using the email addresses listed in the party details section of the Agreement.
Customer will be liable for all duties and taxes connected with the Agreement, including any tax incurred under GST Law.
The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.
The Agreement will apply retrospectively to anything provided by Consultant to Customer within the scope of the Agreement prior to the commencement of the Agreement, unless the parties agree otherwise in writing.
The parties agree to:
• the Boilerplate Provisions; and
• the Interpretation Principles.
Defined words and phrases
• Defined words and phrases are capitalised. Clauses with defined phrases will be read in such a way that the rights and obligations described by the defined phrase are incorporated by reference into the clause.
• The text in a defined phrase is for convenience only and is not legally effective, however, the operation of the rights and obligations in the definition of the defined phrase will be determined by the other words in the clause incorporating the defined phrase.