Green Light Partner Agreement

Name                                  GREEN LIGHT PS PTY LTD ACN 123 518 829
Short form name              Green Light, customer
Address                               Level 8, 70 Phillip Street, Sydney NSW 2000

Name                                   SUPPLIER LEGAL ENTITY
Short form name               Supplier Name, the company
Address                               [Address – if for a corporation, the registered office, not the principal place of business

Reason for this agreement
A        The company is engaged in the business of providing the services.
B        Customer desires to retain services to perform the services.
C This Information Technology Services Agreement (this agreement) sets out the agreed umbrella terms regulating the delivery of the services by the company to the customer from time to time for projects that will be more specifically detailed in Statements of Work (SoW) or quote.

The parties agree

1 Scope of services

1.1This agreement applies to the delivery of services by the company to the customer for projects from time to time in accordance with a SoW.
1.2 The company agrees that, subject to clause 1.3, the customer or any of the customer’s related bodies corporate may procure services for projects under and in accordance with this agreement. The company will directly invoice the affiliate listed on the relevant SoW negotiated with that entity.
1.3 A SoW may be initiated by the customer at any time by written request to the company. If, on request by the customer or its related body corporate, the company is unable or unwilling to deliver the services requested, the company must provide written notice of that inability to supply within two business days of receipt of the request.
1.4 This agreement is non-exclusive to the company and the customer may engage any other supplier to deliver services to the customer that are the same as or similar to the services. For the avoidance of doubt, nothing in this agreement compels the customer to request services from the company.
1.5 The company agrees to deliver the services under this agreement:
(a) in the best interests of the customer;
(b) in accordance with all applicable laws and regulations;
(c) professionally and efficiently; and
(d) diligently, exercising all due care.
1.6 In the event of any inconsistency between the terms of this agreement and the terms of a SoW or a change request, the terms of the SoW or change request will apply.

2 Statements of Work

2.1On delivery and receipt of a request for services the company and customer must agree the terms of a SoW.
2.2 A SoW should include, in addition to whatever else may be agreed between the parties:
(a) the start date, location and scheduled completion date of the project;
(b) a description of the project and the services to be performed by the company;
(c) project milestones or other project assessment points;
(d) customer acceptance criteria for the project and any applicable deliverables and any warranties applicable to the project in addition to those contained in this agreement;
(e) the project rate or hourly rates, as applicable, for the project or such other basis for calculation of fees as may be agreed by the parties;
(f) the names of all key personnel, if any; and
(g) such other information as may be agreed to by the parties.
2.3 Agreement of the terms of a SoW must be evidenced by the signature of the authorised representatives of each of the customer and the company.

3 Performance and acceptance

Change management
3.1The customer may, at any time, by delivery of a written notice, effect changes to a SoW.
3.2 On receipt by the company of a written notice requesting changes to a SoW, the company will provide the customer with an estimate of the impact, if any, of the requested change/s on the payment terms, completion schedule and any other applicable element of the SoW.
3.3 If the customer agrees to the consequential effects of the changes supplied by the company, the parties must provide a written description of the agreed changes in a change request, which must then be signed by both of the parties to implement the agreed changes to the SoW.
3.4 In the event of any conflicts or inconsistency, the terms of a change request will prevail over those of the SoW.
3.5 In the performance of a SoW, the company will provide the customer with a report at the beginning of each month in a form reasonably acceptable to the customer, which specifies, for each active project:
(a) the activities during the previous month on that project;
(b) the time spent to date and during the previous month on that project by each employee, agent and contractor of the company; and
(c) the company’s current work plan for completion of that project and Company’s progress toward completion of that project.
3.6 Where relevant, the company’s employees, agents and contractors will report hours worked on a project under a SoW in accordance with the company’s established procedures notified to the customer from time to time.
Acceptance testing
3.7 The company will deliver all projects and services-related work product or deliverables performed under a SoW together with a written delivery notice (delivery notice).
3.8 As soon as reasonably practical, but in any event within 14 days of its receipt of a delivery notice (testing period) the customer must, in writing, either accept or reject the applicable projects or services-related work product or deliverables. The customer may only reject any such item if it:
(a) substantially deviates from the specifications; and
(b) cannot be used as contemplated and described in the SoW.
3.9 Despite clause 3.8 the 14-day testing period will not apply where projects or services-related work product or deliverables cannot be tested prior to the delivery of subsequent portions of any projects or services, in which case the testing period will be deemed to run from receipt of the delivery notice related to the necessary portions of any such projects or services.
3.10 The services are deemed accepted upon receipt by the company of a written acknowledgement of acceptance from the customer, and if for a staged project, for a stated stage, but in any event within 14 days of notice by the company that it has completed the services or the services of a relevant stage under the SoW.
Permitted Delays
3.11 Each party to this agreement will be excused from performance of its promises for any period and to the extent that it is prevented from performing its obligations as a result of delays caused by the other party.
3.12 The company must use reasonable endeavours to complete the services in accordance with the timeframes specified in a SoW. However, both parties acknowledge and agree that the nature of the services may not be such as to provide absolute timeframes for completion of simulations, and that unless expressed to be “of the Essence”, the timeframes specified in a SoW have the status of best estimates.

4 Fees and payment

4.1In consideration of the services, the customer must pay to the company the agreed fees on the milestones and at the rates identified in the fee schedule set out in a SoW (fees).
4.2 The customer must also reimburse the company for additional expenses for materials, services, travel and accommodation, training and hardware incurred by the company (expenses) with the prior written approval of the customer or such expenses as may have been specified and agreed within the SoW.
4.3 The company must deliver a GST-compliant tax invoice for the relevant fees and expenses and the customer must pay invoices within 7 days of receiving the payment from the End User.
4.4 If the customer disputes a portion or all of the fees or expenses set out in an invoice, it must pay the undisputed portion of the invoice and the parties must seek to resolve the dispute in good faith as soon as is reasonably practicable.

4.5 The customer must pay all withholding taxes imposed on the amounts charged under this agreement. Should any payments to the company become subject to withholding tax, the customer must deduct the relevant amount from the fees owed to the company and pay the taxes to the appropriate tax authority in accordance with the laws of the relevant jurisdiction. The company will not be liable for any withholding tax, penalty, or interest due as a result of the customer’s failure to withhold or remit any applicable tax.
4.6 The customer must promptly provide the company with receipts or other applicable evidence substantiating the withholding or any other tax payments referred to in clause 4 as required under the laws of the applicable taxing authority.
The company is liable and responsible for the payment of payroll tax, including the legislative reporting and any other requirements including, but not exclusive to, the remittance to the Office of State Revenue (“OSR”), all sums as deemed payable by the company on instruction from the OSR. Furthermore, the company will pay to the Office of State Revenue, payroll tax relating to the personnel engaged for the provision of services to the customer or such greater or other proportion as may be prescribed by State legislation from time to time.
4.7 Words in this section have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Law), unless the context makes it clear that a different meaning is intended.
4.8 The fees exclude GST.
4.9 If GST is or becomes payable on a supply made under or in connection with this agreement, an additional amount (additional amount) is payable by the party providing consideration for the supply (recipient) equal to the amount of GST payable on that supply as calculated by the party making the supply (in this) in accordance with the GST Law.
4.10 The additional amount payable under clause 4.11 is payable at the same time and in the same manner as the consideration for the supply, and the supplier must provide the recipient with a tax invoice after the time of payment of the additional amount if a tax invoice has not already been provided under this agreement.
4.11 If for any reason (including the occurrence of an adjustment event) the amount of GST payable on a supply (taking into account any decreasing or increasing adjustments in relation to the supply) varies from the additional amount payable by the recipient:
(a) the supplier must provide a refund or credit to the recipient, or the recipient must pay a further amount to the supplier, as the case may be;
(b) the refund, credit or further amount (as the case may be) will be calculated by the supplier in accordance with the GST Law; and
(c) the supplier must notify the recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. If there is an adjustment Event in relation to the supply, the requirement for the supplier to notify the recipient will be satisfied by the supplier issuing to the recipient an adjustment note within 14 days after becoming aware of the occurrence of the adjustment event.

5 Intellectual property

Customer IP
5.1Intellectual property rights in any materials supplied by the customer remain the property of the customer, subject to any applicable third party licensing of rights in software or hardware supplied (customer IP).
5.2 The customer warrants that it is entitled to supply the customer IP to the company for the purposes of this agreement.
Customer IP
5.3 The customer will retain all intellectual property rights in the processes, tools and software used in the performance of the services (company IP). Any use or dealing with customer IP by the company, including the execution, reverse engineering, decompilation, reproduction, modification, distribution, transmission, republication, display, transfer or performance, except as specifically consented to by company is prohibited. The company grants to the customer a non-exclusive, non-transferable, perpetual, royalty-free right to use the company IP solely for the purposes of the SoW.
Project IP
5.4 Subject to payment of the fees in full, and except as otherwise agreed in this agreement or a SoW, all intellectual property rights and title in the deliverables supplied in the performance of the services under this agreement and its associated SoW will vest in the customer on creation.

6 Title, risk and security in goods

6.1Where goods, including software goods, are delivered to the customer on loan for evaluation (loan goods), title in the loan goods does not pass to the customer on delivery and the loan goods are loaned to the customer subject to the following terms:
(a) The Personal Properties Securities Act 2009 (the PPSA) applies to the loan of the loan goods and for the purposes of the PPSA the loan goods may be described as a PPS lease.
(b) In consideration for the loan by the company the customer grants to the company on receipt of the loan goods, or where applicable on downloading the loan goods, a security interest in the loan goods and/or a purchase money security interest (PMSI) in the PPS Lease or if applicable a PMSI in the proceeds of sale of those loan goods and the company may register its security interests under the PPSA.
(c) The customer agrees to do all things necessary to facilitate the registration by the company of its security interest in the loan goods and any PMSI under the Act.
6.2 Where the customer purchases goods from the company then title will only pass to the customer on receipt of payment in full of the purchase price of the goods, and subclauses 6.1(b) and 6.1(c) will apply to the company’s retention of title in the goods.

7 Warranties

Warranties applicable to the company performing the services
7.1Any warranty offered by the company for the services must be set out in a SoW.
Warranties disclaimed
7.2 In the absence of any warranty language in the SoW, the company warrants that the services will be performed in accordance with the general standards and practices of the information technology industry applicable at the time the services are being performed.
Statutory warranties limited
7.3 To the extent that warranties cannot be excluded from applicable legislation, the customer’s remedies for breach of a statutory warranty are unlimited.

8 Limitation of liability

8.1The company agrees they will be liable to the customer, or any third party or any person claiming through the customer for:
(a) any liability, claim, loss, damages or expense of any kind arising directly or indirectly out of the lawful performance of the services;
8.2 The customer and the company agree that the company’s total aggregate liability to customer in respect of any and all costs, claims, losses, damages, demands and expenses incurred by customer (whether for breach of contract, in tort (including negligence) or otherwise) arising out of or in connection with the carrying out of the services is unlimited.

9 Indemnification

Indemnity by the company
9.1The company must defend, indemnify and hold harmless the customer from and against any third-party claim or action alleging that the services or any deliverables (excluding third-party products) prepared or produced by the company under this agreement infringe or misappropriate that third party’s patent, copyright, trade secret, or other intellectual property rights (indemnified claims). In addition, if the company receives notice of a claim that, in the company’s reasonable opinion, is likely to result in an adverse ruling, then the company may at its option:
(a) obtain a right for the customer to continue using such service or deliverable;
(b) modify such service or deliverable to make it non-infringing;
(c) replace the service or deliverable with a non-infringing equivalent; or
(d) refund any pre-paid fees for the allegedly infringing services that have not been performed, or provide a reasonable depreciated refund for the allegedly infringing deliverable.
9.2 Despite clause 9.1, the company will have no obligation under this section for any claim resulting or arising from:
(a) the customer’s modifications of the service or deliverable that were not approved by the company;
(b) the combination, operation or use of the service or deliverable in connection with a third-party product or service (the combination of which causes the infringement); or
(c) the company’s compliance with the customer’s written specifications or directions, including the incorporation of any software or other materials or process provided by or requested by the customer.
Mutual indemnities for personal injury
9.3 Each party agrees to indemnify and hold harmless the other party from any third-party claim or action for personal bodily injuries, including death, resulting from the indemnifying party’s gross negligence or willful misconduct during and in connection with the performance of the services (excluding third-party products) provided under this agreement.

10 Confidential information

10.1In the interpretation of this agreement, unless the contrary intention appears or the context otherwise requires, “confidential information” means information that is by its nature confidential, is designated by a party as confidential, or that a party knows or ought to know is confidential and includes without limitation information:
(a) proprietary ideas, concepts, expertise, and technologies developed by the customer or the company relating to computer application programming, installation, and operation; documentation, reports, memoranda, notes, drawings, plans, papers, recordings, data, designs, materials, or other forms of records or information relating to a party’s business.
(b) relating to the financial position of a party, the internal management and structure of a party, or the personnel, policies and strategies of a party;
(c) about a party’s clients or suppliers and like information; and
(d) information of a party to which the other party has access other than information referred to paragraphs (a), (b) and (c) that has any actual or potential commercial value to the party that supplied the information.
Obligations of confidentiality
10.3 A party must not without the prior written approval of the other party make public or disclose to any person any information about this agreement or any confidential information.
10.4 Each party must take all reasonable steps to ensure that its employees, agents or any subcontractors engaged for the purposes of this agreement do not make public or disclose the other party’s confidential information.
Exceptions to obligation of confidentiality
10.5 Despite clauses 10.3 and 10.4, a party may disclose confidential information:
(A) to those of the party’s officers or employees or advisers who have a need to know for the purposes of this document and the services contemplated by it;
(b) if required to do so by law; or
(c) with the prior written approval of the other party.
10.6 This clause 10 survives termination of this agreement.

11 Term and termination

11.1This agreement begins on the date of final execution and continues until terminated in accordance with its terms.
Termination for convenience
11.2 Subject to the completion of any SoW operating at the relevant date, either party may terminate this agreement without cause on service of a written notice 60 days in advance of the effective termination date.
Termination for breach
11.3 If a party in material breach of this agreement does not, within 30 calendar days after receiving written notice, cure the material failure or the breach is not one that can reasonably be cured within 30 calendar days, then the non-breaching party may immediately terminate this agreement for cause by written notice.
11.4 Despite clause 11.3, if the company solicits the services or employment of a customer employee, contractor or End User in breach of the provisions of clause 13 of this agreement, the company must cure the breach within 10 business days after receipt of a written notice from the customer. If the company fails to cure within 10 business days then the customer may immediately terminate this agreement and any SoW by notice in writing.
Termination for insolvency
11.5 Either party will have the immediate right to terminate this agreement by written notice to the other party, in the event that:
(a) the other party becomes insolvent (in the reasonable opinion of the party), enters into receivership, becomes a party to insolvency proceedings or makes an assignment for the benefit of creditors; or
(b) a substantial part of the other party’s property becomes subject to any levy, seizure, assignment or sale for or by any creditor or government agency.
Payments due at time of termination
11.6 The termination of this agreement does not release either party from the obligation to make payment of all amounts then or later due and payable.
Continuation of services during termination notice period
11.7 The company will continue to perform services during the notice periods in this section 11 unless otherwise mutually agreed by the parties in writing.
11.8 On termination by either party, the customer must pay the company for all services performed and charges and expenses reasonably incurred by the company in connection with the services until the date of termination.

12 Resolution of Conflicts

12.1If a dispute arises under or in connection with this agreement (including any dispute about breach or termination of this agreement, or as to any claim in tort, in equity or under any statute) (dispute), a party must not commence any court or arbitration proceedings, or invoke any other dispute resolution processes relating to the subject matter of the dispute unless and until it has complied with the following paragraphs of this clause 12, except where:
(a) the party seeks interlocutory relief; or
(b) the dispute relates to compliance with this clause 12.
12.3 The parties must follow the following procedure in resolving disputes:
(a) A party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute (notice of dispute).
(b) Within five Business Days of the date of a notice of dispute, each party must appoint a representative for the purposes of negotiating a resolution of the dispute.
(c) If within 15 days of a party issuing a notice of dispute the representatives of the parties have not resolved the dispute, either party may refer the dispute to the respective chief executive of the respective parties.
(d) If the chief executives have not resolved the dispute within 30 days of the relevant party having first issued a notice of dispute, either party may take such action as it considers appropriate.
12.4 Both parties agree to continue performing their respective obligations under this agreement while any dispute is being resolved in accordance with this clause 12.

13 Non-Solicitation

13.1During the term of this agreement and for a period of one calendar year after it’s termination for whatever reason (non-solicitation period), the parties agree they will not directly or indirectly solicit employment of any employee or contractor of the other party, nor advise any employee of a party to accept employment on their own account as a contractor. This includes providing similar services directly to the End User, where the company has been introduced via the customer.
13.2 Nothing in clause 13.1 will prevent:
(a) the grant of written consent by a party to the employment or engagement of an employee or contractor respectively during the non-solicitation period.

14 Equal opportunity undertakings and anti-corruption compliance

14.1The company is an equal opportunity employer and does not discriminate in recruitment, hiring, transfer, promotion, compensation, development, or termination of its employees on the basis of their race, color, gender, age, marital status, national origin, handicap, religious beliefs, or any other reason that would over may be in breach of state or federal laws or community or company expectations (discrimination factors). The customer likewise represents and undertakes that it will not discriminate in the referral or acceptance of consultants under this agreement on the basis of discrimination factors.

Anti-corruption compliance
14.2 The customer must al all times comply with applicable federal, state and local laws, regulations, industry codes and standards of any jurisdiction in which this agreement is effected, including without limitation the U.S. Foreign Corrupt Practices Act and all other anti-bribery laws.

15 Notices

15.1Any notice given under or in connection with this agreement (notice):
(a) must be in writing and signed by a person duly authorised by the sender;
(b) must be addressed and delivered to the intended recipient by hand, by prepaid post, by fax or by email at the address, fax number or email address last notified by the intended recipient to the sender; and
(c) is taken to be given and made:
(i) in the case of hand delivery, when delivered;
(ii) in the case of delivery by post, three 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);
(iii) in the case of a fax, on the day and at the time it is sent, provided that the sender’s facsimile machine issues a report confirming the transmission of the number of pages in the notice; and
(iv) in the case of an email, on the day and at the time that the recipient confirms the email is received.
15.2 This clause does not limit the ways in which a notice may be deemed to be served under any law.

16 General

Access all areas
16.1The customer must provide full and free and safe access to to the company to all areas of its operations necessary for the performance of the services and for other purposes set out in this agreement.
Waiver & Variation
16.2 No waiver of any breach of this agreement will be effective unless that waiver is in writing and signed by the party against whom the waiver is claimed. No waiver of any breach will be deemed to be a waiver of any other or subsequent breach. The provisions of this agreement may not be varied unless in writing signed by the parties.
Governing Law
16.3 This agreement will be governed by the laws of the State of New South Wales and the parties agree to submit to the jurisdiction of the courts of that State.
16.4 Any provision of this agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be severed from this agreement without invalidating the remaining provisions of it or affecting that severed provision in any other jurisdiction.
Cumulative Rights
16.5 The rights and remedies in this agreement are in addition to other rights and remedies given by law independently of this agreement.
Entire agreement
16.6 This agreement constitutes the entire agreement between the parties and supersedes any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of this agreement, whether orally or in writing.
16.7 This agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument.
Relationship between parties
16.8 Nothing in this agreement:
(a) constitutes a partnership between the parties; or
(b) except as expressly provided, makes a party an agent of another party for any purpose.
16.9 A party cannot in any way or for any purpose:
(a) bind another party; or
(b) contract in the name of another party.
16.10 This agreement is personal to the parties. A party may not assign, transfer or in any other manner deal with its rights under it.
Force majeure
16.11 Neither party will be liable to the other for failure to perform its obligations under this agreement if and to the extent that such failure to perform results from causes beyond its control, including and without limitation: strikes or other industrial disturbances; civil disturbances; fires; acts of God; acts of a public enemy; compliance with any regulations, order, or requirement of any governmental body or agency; or inability to obtain transportation or necessary materials in the open market.
16.12 The company must maintain such policies of insurance with a reputable insurer as are appropriate in connection with the Services and the performance of the Services by the company, including without limitations:
Professional indemnity insurance in a sum not less than $20 million;
Public liability insurance in an amount of not less than $20 million for any single occurrence; and
Worker’s compensation insurance in accordance applicable State laws.

17 Dictionary

17.1In this agreement bold words and phrases have the following meaning, unless the context requires a different meaning:
agreement and this agreement refers to this Information Technology Services Agreement between Green Light and the customer for the provision of services.
change request means a written communication between the customer and the company, detailing agreed changes to a SoW and the consequences of those changes for aw project.
deliverables are the product of the services as described in a SoW and include without limitation, the tangible and intangible materials, including reports, studies, base cases, drawings, findings, manuals, procedures and recommendations that are prepared by the company or its subcontractors for the customer in the course of performing the services.
End user is an organisation who is receiving the services listed under a SoW.
Intellectual property rights means copyright, patents, trade-marks and trade dress, designs, printed circuit designs, know-how and trade secrets and the right to take action to protect those rights under WIPO treaties and bi/multi-lateral agreement throughout the world.
key personnel means the persons that may be required to deliver work under a SoW.
milestone means a project assessment point, which may include the delivery of agreed deliverables and the payment of agreed milestone fees.
project means the services to be delivered under a SoW.
services means consulting engagements, including professional services, development of solutions that include hardware or software supply, and bespoke solutions and includes as required by the brief, the delivery of information security consulting, related information technology services, support, project and product services and functions as further described in a SoW that may be proposed and approved by the parties.
SoW (Statement of Work) means a written description of a discrete body of work, to be performed by the company at the customer’s request that must be agreed by both parties in writing. A quote may act as a SoW.
specifications means the description of the necessary qualities that deliverables must possess as described in a SoW and if the SoW includes services, the extent of the services and the expected performance standards applying to their delivery.
third party products means any third-party hardware, services or software supplied to the customer or company for the purposes of a SoW.
writing and written includes any hard copy or machine-readable text.
17.2 In this agreement:
(a) references to a person includes an individual, partnership, joint venture, association, firm or a body, whether incorporated or unincorporated;
(b) words in the singular include the plural and words in the plural include singular, according to the requirements of the context;
(c) a reference to a clause, part or attachment is a reference to a clause, part or attachment to this agreement;
(d) a reference to a legislation or other Law includes delegated legislation and consolidations, amendments, re-enactments or replacements of any of them;
(e) a reference to any of the words “include”, “includes” and “including” is read as if followed by the words “without limitation”;
(f) where a word or phrase is given a particular definition, other parts of speech and grammatical forms of that word or phrase in this agreement will have a corresponding meaning;
(g) consideration includes non-monetary consideration, in respect of which the parties must agree on a market value, acting reasonably;
(h) a reference to a document includes all amendments, supplements, replacements or novations of that document; and
(i) a reference to any party includes that party’s executors, administrators, substitutes, successors and permitted assigns.