fantastic, thank you! On Dec 6, 9:54 am, Nathan Parrott <ad...@nathanparrott.com> wrote: > G'day mate, > > Hope this helps > > AGREEMENT between: > > ADDRESS HERE [Precision Tracking] (hereinafter referred to as > “Client”) > > And > > ADDRESS HERE: [GPS Contractors] (hereinafter referred to as “the > Consultant”) > > WHEREAS the Consultant has agreed to provide services set out in > clause (2) hereof to Client AND the parties have agreed and do hereby > agree that the terms of such agreement be put into writing NOW > THEREFORE the parties agree to be bound by the following terms and > conditions: > > 1. The Term > This agreement will commence and terminate on the dates specified in > Appendix 1. > > 2. The Services > The Consultant will or will ensure that its employees will perform the > services as described in Appendix 1 (“The services”). Nothing > contained in this contract will be construed as or have the effect of > constituting a relationship of employer and employee between the > parties to this agreement. > > 3. The Fee > The fee payable by Client to the Consultant will be the fee as is > specified in Appendix 1. The fee will be payable at the frequency > indicated in Appendix 1. All fees quoted are exclusive of GST. Where > it is indicated in Appendix 1 that Invoices will be submitted by the > Consultant the Consultant will submit to Client invoices for fees > payable adding the appropriate rate of GST from time to time to each > invoice (if it is appropriate to do so). Client will pay each invoice > within 14 days of the date of the invoice. The Consultant will submit > invoices to the address specified in Appendix 1. > > 4. The Location > Client will make clear to the Consultant the location at which Client > requires it or its employee’s or subcontractor’s attendance. The > Consultant will or will ensure that its employees or subcontractors > provide the Services at the location as stipulated by Client. > > 5. Timesheets > The Consultant will or will ensure that its employees or > subcontractors complete a timesheet in respect of each day it provides > the Service to Client and submit same to Client on a monthly basis. > The Consultant will invoice Client upon receipt by Client of signed > corresponding timesheets, a copy of which will accompany each invoice. > > 6. Meetings > The Consultant and the Client will attend meetings on a once weekly > basis in order to discuss aspects of this agreement and the Services. > Meetings will be held at Clients offices in Cronulla. > > 7. Expenses > All expenses are to be paid for by the Consultant as provisions have > been made for them in the Fee. > > 8. Commission > Commission will be paid by the Client to the Consultant as laid down > in Appendix 1. Commission will be calculated by the Consultant and > included as part of the monthly invoice. > 9. Overtime > No minimum hours are promised and no overtime will be paid by Client > to the Consultant. > The Consultant agrees to work within the agreed budget specified for > the deliverables as set out in Appendix 1. At the discretion of the > Consultant, the Consultant may work additional days as required to > ensure the timely and complete delivery of the project, and, at own > cost will carry out any steps necessary to make good the quality and > suitability of the project deliverables. > > 10. Installation > Any Installation work that directly results from the Service will be > awarded to the Consultant at the Clients discretion. Whilst the client > will endeavour to award installation work to the Consultant whenever > possible if another installer better meets the requirements of the > customer the Client is free to use this 3rd party installer as > required. > > 11. Warranties > The Consultant warrants that it has and that its employees and > subcontractors have the necessary expertise, skill and experience to > provide the Service and will provide unbiased and independent advice > in respect of the Service. The Consultant warrants that it will and > its employees and subcontractors will comply with representations and > descriptions in respect of the Service including, but not limited to > capabilities, performance, completeness, accuracy, characteristics and > specification. > The Consultant will provide a warranty of 12 Months on any > installation work completed. Any faults resulting from installation > during this period will be fixed by the Consultant at their expense. > > 12. Indemnity and Insurance > The Consultant will indemnify Client against professional loss, > damage, costs and expenses which Client may incur as a consequence of > any act, omission, negligence or default of the Consultant, its > employees, subcontractors, assignees or agents in connection with or > in performance of the Services. > Without having the effect of limiting the Consultant’s > responsibilities in terms of this Agreement the Consultant will > maintain in force Professional Indemnity Insurance with a reputable > insurance company and if requested to do so by Client the Consultant > will exhibit evidence of such insurance to Client. > > 13. Ownership > The Consultant nor its employees or subcontractors will not obtain > rights in any data, materials, or systems otherwise utilised or > provided by Client in connection with this agreement. At the request > and expense of Client, the Consultant will do all such things and sign > all documents or instruments reasonably necessary in the opinion of > Client to enable Client to obtain, defend and enforce its rights in > any such data, materials or systems. Upon request by Client and in any > event promptly deliver to Client copies of such data, materials or > systems that may be in the possession, custody or control of the > Consultant. > All Intellectual Property Rights in and to any software, > documentation, drawings, data, information, database or product > created or produced by the Consultant in performing the Services under > this Agreement will be the property of Client. The Consultant hereby > assigns to Client absolutely its whole right, title and interest, > present and future in and to such Intellectual Property Rights free > from all liens, charges and encumbrances. The Consultant will provide > Client with all information which Client may reasonably request for > the purpose of allowing Client to fully exercise its proprietary > rights in any jurisdiction. > The Consultant will at Client’s request and expense undertake and > execute all acts, deeds, documents and steps necessary to effectively > vest such Intellectual Property Rights in Client and will, at Client’s > request and expense provide Client with all reasonable assistance > required to vest the same in Client in any part of the world. > The provisions and requirements of this clause will survive the > expiration or termination of this Agreement. > > 14. Confidentiality > The Consultant will maintain as confidential all information obtained > under or in connection with this Agreement and will not divulge such > information to any person (except to their own employees or > subcontractors and then only to those employees or subcontractors who > need to know same) without Client prior written consent. > This clause will also extend to information provided to the Consultant > by the Client prior to the commencement of the negotiations that led > to this Agreement, it will not include any information that was > already in the public domain or becomes so at a future date (otherwise > than as a result of a breach of this clause or any other > confidentiality agreement signed by the Consultant or which is trivial > or obvious). > The Consultant will ensure that its employees, subcontractors, > assignees or agents are aware of and comply with the requirements of > this clause. If requested, the Consultant or its employees or > subcontractors will sign a confidentiality agreement in a form > specified and provided by Client. These obligations of confidentiality > will survive the expiry or any termination of this agreement. > > 15. Independence > The Consultant and its employees and subcontractors are independent > contractors and nothing in this Agreement will render them an agent or > partner of Client and the Consultant will not and will ensure that its > employees and subcontractors will not hold themselves out as such. The > Consultant and its employees and subcontractors will not have any > right or power to bind Client to any obligation. > The Consultant is retained or engaged by Client only for the purposes > and to the extent set forth in this Agreement. The Consultant’s > relation to Client will, during the period or periods of this > Agreement, be that of an independent contractor and as such the > Consultant will be free to dispose of such portion of its time, energy > and skill when the Consultant is not obligated under this Agreement in > such a manner as Consultant sees fit. > This Agreement will not establish a joint venture, agency or > partnership between Client and the Consultant. > The Consultant will not be considered under this Agreement or > otherwise or in any way as having the status of employee or being > entitled to participate in any plans, schemes, arrangements or > distributions by Client pertaining to or in connection with any > person, stock, bonus, profit sharing or other benefits provided > ordinarily by Client to its employees. > > 16. Publicity > The Consultant will not and will ensure that its employees or > subcontractors will not publicise or advertise this Agreement or any > of the terms of this Agreement without the prior written consent of > Client. > > 17. Termination > (a) This agreement may be terminated by Client by giving 28 days > notice in writing of its intention to terminate. Client will have no > liability in respect of costs incurred following the expiration of > such notice. > (b) This agreement may be terminated immediately by either party on > giving notice in writing to the other, if the other party has a > receiver or administrative receiver appointed or passes a resolution > for winding up (otherwise than for a bona fide scheme of solvent > amalgamation or reconstruction) or a court of competent jurisdiction > makes an order to that effect or if the other party becomes subject to > an administration order or enters into a voluntary arrangement with > its creditors or ceases or threatens to ... > > read more »
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