Catherine Bennett - OutbreakSafe Pty LTD - Advisor Agreement
Catherine Bennett - OutbreakSafe Pty LTD - Advisor Agreement
Catherine Bennett - OutbreakSafe Pty LTD - Advisor Agreement
BACKGROUND:
A. The Company is of the opinion that the Advisor has the necessary
expertise to provide advisory services to the Company.
1. TERM OF AGREEMENT
(a) Your appointment to provide the agreed services to the Company and its
board of directors (the “Board”) shall be deemed to have commenced on
the date of this Agreement and shall continue until and unless terminated in
accordance with this Agreement.
(b) This Agreement can be terminated by either Party giving to the other not
less than eight (8) weeks’ prior written notice or as otherwise provided in
this Agreement.
(c) Except as otherwise provided in this Agreement, your obligations will end
upon the termination of this Agreement.
2. SERVICES
(a) You agree to provide advisory services to the Company and to the
members of the Board for the benefit of the Company (the “Services”),
which may include:
iv) providing other advisory or support services which the Parties shall
mutually agree upon in writing.
(b) You shall provide the Services on a non-exclusive basis with all due care,
skill and ability and use your best endeavours to promote the interests of
the Company. For that purpose, you shall:
ii) participate in advisory calls with members of the Board and of the
Company's management;
iv) study and review the business, operations and historical financial
performance of the Company, so as to be able to properly advise members
of the Board.
(c) You may provide the Services at such times and on such days and at such
locations as the Parties shall mutually agree upon in advance. If you are
unable to provide the Services due to illness or injury, you shall notify the
Operating Manager of the Company as soon as reasonably practicable.
(d) You must comply with the Company’s policies notified to you from time-
to-time.
(e) You shall have no authority (and shall not hold yourself out as having
authority) to bind the Company unless the Company has specifically
permitted this in writing in advance.
(a) Without limiting any other provision of this Agreement, the Advisor must
at all times during the term of the engagement:
(i) act in good faith towards the Company;
(iv) the Advisor must carry out the Service to the best of the skill and
ability of the Advisor for the benefit of the Company; and
4. OTHER ACTIVITIES
(a) You warrant that you will not as a consequence of entering into and
performing your obligations set out in this Agreement be in breach of any
express or implied terms of any contract, agreement or other arrangement
with, or any obligation to, any third party which is binding upon you, and
that there is no contract, agreement or other arrangement or interest that
will or may give rise to any conflict of interest between you and the
Company in relation to the provision of the Services.
5. REMUNERATION
(a) The Advisors will be issued with 3% equity as compensation for the
Advisor’s Services under this Agreement.
(b) The Company agrees to reimburse the Advisor promptly for all reasonable
out-of-pocket expenses incurred in connection with the Advisor's Services,
provided that the Advisor provides appropriate documentation of all
expenses.
6. CONFIDENTIALITY
(b) You agree that you will not disclose, divulge, reveal, report or use, for any
purpose, any Confidential Information which you have obtained and that
you will keep the Confidential Information confidential at all times. The
obligations of confidentiality in this Clause will apply during the term of
this Agreement and will survive indefinitely upon termination of this
Agreement.
ii) any information which is already in, or comes into, the public domain
otherwise than through your unauthorised disclosure.
(d) All written and oral information and material disclosed or provided by the
Company to you under this Agreement is Confidential Information
regardless of whether it was provided before or after the date of this
Agreement or how it was provided to you.
(f) Should such requirement referred to in Clause 6(e) apply, you shall (to the
extent reasonably practicable and legal):
ii) use all reasonable endeavours to agree with the Company in advance the
timing, manner and extent of the disclosure;
iii) use all reasonable endeavours to assist the Company in seeking any
appropriate remedy, equitable or otherwise, to prevent or minimise the
disclosure;
7. INTELLECTUAL PROPERTY
(a) All intellectual property and related material, including any trade secrets,
moral rights, goodwill, relevant registrations or applications for
registration, and rights in any patent, copyright, trademark, trade dress,
industrial design and trade name that is developed or produced under this
Agreement (the "Intellectual Property"), will be the sole property of the
Company. The use of the Intellectual Property by the Company will not be
restricted in any manner. You agree to promptly execute all documents and
do all acts as may, in the reasonable opinion of the Company, be necessary
to give effect to this Clause 7.
(b) You hereby waive all your moral rights in your content to the maximum
extent permitted by applicable law; and you warrant and represent that all
other moral rights in your content have been waived to the maximum
extent permitted by applicable law.
(c) You may not use the Intellectual Property for any purpose other than that
contracted for in this Agreement except with the prior written consent of
the Company. You will be responsible for any and all damages resulting
from the unauthorised use of the Intellectual Property.
8. DATA PROTECTION
(a) You consent to the Company holding and processing data relating to you
for legal, personnel, administrative and management purposes and in
particular to the processing of any sensitive information as defined in the
Privacy Act 1988.
(b) You consent to the Company making such information available to other
companies in its group, those who provide products or services to the
Company, regulatory authorities, governmental or quasi-governmental
organisations and potential purchasers of the Company or any part of its
business.
(c) You consent to the transfer of such information to the Company’s business
contacts worldwide (including outside of Australia) in order to further its
business interests.
9. TERMINATION
(a) The Company may terminate this Agreement with immediate effect with
no liability to make any further payment to you (other than in respect of
any accrued and unpaid fees or expenses at the date of termination) if:
ii) other than a result of illness or accident, after notice in writing, you
willfully neglect to provide or fail to remedy any default in providing the
Services.
11. STATUS
(a) In providing the Services under this Agreement it is expressly agreed that
you are acting as an independent advisor and nothing in this Agreement
shall render you an employee, worker, agent or partner of the Company
and you shall not hold yourself out as such.
(b) The Parties acknowledge and accept that this Agreement does not create a
partnership or joint venture between them, and is exclusively a contract for
service.
(c) You shall be fully responsible for and indemnify the Company against any
liability, assessment or claim for:
13. INDEMNIFICATION
(a) Except to the extent paid in settlement from any applicable insurance
policies, and to the extent permitted by applicable law, each Party agrees to
indemnify and hold harmless the other Party, and its respective directors,
stockholders, affiliates, officers, agents, employees, and permitted
successors and assigns against any and all claims, losses, damages,
liabilities, penalties, punitive damages, expenses, reasonable legal fees and
costs of any kind or amount whatsoever, which result from or arise out of
any act or omission of the indemnifying party, its respective directors,
stockholders, affiliates, officers, agents, employees, and permitted
successors and assigns that occurs in connection with this Agreement. This
indemnification will survive the termination of this Agreement.
14. GENERAL
(b) The Parties agree to do everything necessary to ensure that the terms of
this Agreement take effect.
(e) Headings are inserted for the convenience of the Parties only and are not to
be considered when interpreting this Agreement.
(g) Words in the singular mean and include the plural and vice versa. Words in
the masculine mean and include the feminine and vice versa.
(h) In the event that any of the provisions of this Agreement are held to be
invalid or unenforceable in whole or in part, all other provisions will
nevertheless continue to be valid and enforceable with the invalid or
unenforceable parts severed from the remainder of this Agreement.
15. SEVERANCE
(b) If it is not possible to read down a provision (in whole or in part), that
provision (or that part of that provision) is severed from this Agreement
without affecting the validity or enforceability of the remainder of that
provision or the other provisions in this Agreement.
(a) This Document, each Deed of Accession and the Constitution contain the
entire understanding between the Parties, and supersede all previous
discussions, communications, negotiations, understandings, representations,
warranties, commitments and agreements, in respect of its subject matter.
(a) This Agreement and any dispute or claims arising out of or in connection
with it shall be constructed and governed, by the laws oof the State of
Victoria. The acceding Party submits to the non-exclusive jurisdiction of the
courts of Victoria, and any court that may hear appeals from any of those
courts, for any proceedings in connection with this Agreement and waives
any right it might have to claim that those courts are an inconvenient forum.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under
hand and agree to the terms set out in this Agreement.
Signature Signature
Date Date
Name Name
Title Title