SOFTWARE DEVELOPMENT SERVICES AGREEMENT

THIS SOFTWARE DEVELOPMENT SERVICES AGREEMENT (the "Agreement") is dated as per the form agreement submission and is between the Client (the "Client") and the Contractor Actualisation Group Pty Ltd (Actualisation) ABN: 67609280079, 11 / 39 Dunhill Crescent, Morningside, QLD 4170, Australia (the "Contractor").

BACKGROUND

a)     The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide computer services to the Client.

b)     The Contractor is agreeable to providing such computer services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided

1.     The Client hereby agrees to engage the Contractor to provide the Client with the following software development services (the "Services"):

  • Software development

  • Server/data management (client agrees to be charged additional server charges post-deployment, based on usage requirements)

  • Artificial Intelligence solutions

  • Robotic Process Automation (RPA)

  • API integrations and automation

  • Technical support as requested

2.     The Services will also include any other tasks, which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement

3.     The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

4.     In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.

5.     In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

6.     This Agreement may be terminated at any time by mutual agreement of the Parties.

7.     Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Performance

8.     The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

9.     Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).

Payment

10.   The Contractor will charge the Client for the Services via a formal Invoice (the "Payment").

11.   A deposit of 80% (the "Deposit") is payable by the Client upon execution of this Agreement.

12.   For the remaining amount, the Client will be invoiced at the agreed milestones and any additional or out-of-scope services will be invoiced at an hourly rate of $250 ex GST.

13.   Deposit invoices submitted by the Contractor to the Client are due within seven days of the invoice date. Subsequent invoices are due within seven days of the invoice date.

14.   The Contractor is responsible for paying any Superannuation Guarantee contributions that may be required in relation to the work performed by the Contractor or by employees of the Contractor under this Agreement.

15.   The Payment as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Payment.

Reimbursement of Expenses

16.   The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

17.   All expenses must be pre-approved by the Client.

Penalties for Late Payment

18.   Any late payments will trigger a fee of 5.00% per month on the amount still owing.

Confidentiality

19.   Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

20.   The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

21.   All written and oral information and material disclosed or provided by the Client to the Contractor 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 the Contractor.

Ownership of Intellectual Property

22. Joint Ownership of Intellectual Property: The parties agree that any intellectual property, including but not limited to inventions, designs, processes, copyrights, trademarks, patents, trade secrets, and know-how (collectively, "Intellectual Property") that is conceived, developed, or reduced to practice under or in connection with this Agreement, shall be owned equally by both parties. Each party shall have an undivided fifty percent (50%) interest in such Intellectual Property.

23. Use of Intellectual Property by the Contractor: Notwithstanding the above, it is expressly agreed that the contractor shall be entitled to use the jointly-owned Intellectual Property; however, such use shall be restricted exclusively to non-competitive industries as defined in this Agreement. For the purposes of this clause, "non-competitive industries" shall refer to any industry or market segment that does not directly compete with the core business or market segments of the client.

24. Notification of Infringement: Each party agrees to promptly notify the other party of any unauthorized use or infringement of the jointly-owned Intellectual Property of which it becomes aware.

25. Assignment and Licensing: Neither party may assign or license their interest in the Intellectual Property to any third party without the prior written consent of the other party, which shall not be unreasonably withheld.

This clause is intended to create joint ownership of Intellectual Property arising from this Agreement and to restrict the use of such Intellectual Property by the Contractor in a manner that ensures non-competition with the Client.


Return of Property

26.   Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

27.   In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

28.   Right of Substitution

29.   Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

30.   In the event that the Contractor hires a sub-contractor:

o   the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

o   for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

Autonomy

31.   Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision-making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

Equipment

32.   Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, equipment, cabling, software, replacement parts, supplies and any other items or parts necessary to deliver the Services in accordance with the Agreement.

No Exclusivity

33.   The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

Notice

34.   All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Client at the address included in the New Client agreement form. The Contractors address is:
Actualisation Group Pty Ltd (Actualisation),
11 / 39 Dunhill Crescent, Morningside, QLD 4170, Australia

or to such other address as either Party may from time to time notify the other.

Australian Company Number (ACN)

35.   The Australian Company Numbers (ACN's) for the Client to this Agreement is as per the New Client agreement form. The Contractors details are:
Actualisation Group Pty Ltd: 609280079

Indemnification

36.   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, shareholders, 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, shareholders, 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.

Modification of Agreement

37.   Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

Time of the Essence

38.   Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

39.   The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

40.   It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

41.   This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles/Headings

42.   Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

43.   Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

44.   This Agreement will be governed by and construed in accordance with the laws of the State of Queensland.

Severability

45.   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.

Waiver

46.   The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

By submitting the New Client agreement form all parties agree to the conditions of this agreement.