Client Agreement

This Client Agreement (Agreement) is between Sales Director Central Pty Ltd, ABN 59 632 926 320, of 19 Lenthall Street, Kensington, NSW 2003, (Company) and Client as defined in Schedule A.

Background

1. The Company provides Sales Leadership consulting, mentoring and right to use Intellectual Property to clients who have a complex sale to an infrequent buyer.
2. The Client provides products and/or services to an infrequent buyer through a complex buying process.
3. The Client wishes to engage the Company for Sales Leadership.

1.   Definitions

Agreement                             This agreement and the signed Schedule A
Annual Fee                             Defined in Schedule A.
Client                                       as defined above.
Commencement Date          Defined in Schedule A.
Company                                as defined above.
Confidential Information     All confidential information expressed by the Parties.
Intellectual Property             Defined in Section 7.
Monthly Payment                 2/13th of Annual Fee in Month 1, 1/13th of Annual Fee from Month 2 to Month 12.
Payment Terms                     Seven (7) days from receipt of the invoice for each Monthly Payment.
Parties                                     Both the Client and the Company.
Recruitment Fee                    A fee of $30,000 plus GST in the event the Client wishes to hire the Sales Leadership Mentor under Clause 11.2.
Sales Leadership Mentor     A mentor certified by the Company with the skills and experience to provide the Services.
Schedule A                             Defines the Client details, Commencement Data and Annual Fee.
Term                                       12 months from Commencement Date.

2.   Client Agreement

2.1 This Agreement is between the Client and the Company.
2.2 The Term of this Agreement is for 12 months from the Commencement Date.
2.3 The Term can be extended by written agreement between the Client and the Company prior to expiry.
2.4 The Client can terminate the Agreement for any reason by providing 30 days written notice from 5 months after the Commencement Date.

3.   Services

3.1 The Company will provide Sales Leadership consulting, mentoring and advisory services to the Client.
3.2 The Company will provide right to use relevant Company Sales Leadership intellectual property to the Client as part of the Services.
3.3 Services will be provided to the Client by a Sales Leadership Mentor from the Company.

4.   Nature of Relationship

4.1 The Client and the Company agree that the Company will provide the Services to the Company as an Independent Contractor and will not be in the partnership with the Client nor an employee, servant or agent of the Client for any purposes whatsoever.

5.   Payment to the Company

5.1 The Client agrees to pay the Annual Fee defined in Schedule A to the Company.
5.2 The Client agrees to pay the appropriate Sales/Goods and Services Taxes on the Annual Fee.
5.3 The Client agrees to pay the Annual Fee as Monthly Payments in the first week of each month.
5.4 The Company must give the Client a tax invoice for each Monthly Payment in advance of payment. The tax invoice must contain an ABN and state the amount of GST paid or payable by the Client for that Monthly Payment.
5.5 The Client will pay the Company within 7 days of receipt of the invoice (Payment Terms)

6.   Confidentiality

6.1 The Parties agree to keep confidential, and ensure the Parties’ agents, employees and contractors keep confidential:
          6.1.1 All confidential information expressed by the Parties (“Confidential Information”);
          6.1.2 All information provided by one Party to the other Party for the purposes of this Agreement;
          6.1.3 All information created as a result of this Agreement;
          6.1.4 and agrees not to disclose such information without the prior written approval of the Party providing the Confidential Information.
6.2 The Parties agree to comply with the Privacy Acts, any approved Privacy Codes and with Client’s Privacy Policy as amended from time to time in respect of any personal information held by the Company which the Company becomes aware of or has access to in connection with this Agreement and any personal information collected, held, managed, used, disclosed or transferred by the Client in connection with this agreement.

7.   Intellectual Property

7.1 Intellectual Property means any proprietary knowledge including inventions, trademarks, practical applications of good ideas, designs, frameworks, templates, methodologies, and implementations resulting from intellectual activity in the business, academic, industrial, scientific, literary or artistic fields.
7.2 The Client acknowledges and agrees that the Company’s existing Intellectual Property as at the date of this Agreement is owned by the Company and that the Client has no proprietary right, title, or interest in the Company’s Intellectual Property.
7.3 The Company will own any enhancements, modifications or improvements made to the Intellectual Property during the Term of this Agreement.

8.   Limitation of Liability

8.1 To the extent permitted by law, the Company limits its total liability for all damages arising out of a supply of Services relating to this Agreement to one times the Annual Fee paid by the Client.
8.2 All indirect and consequential damages are excluded from any claim.

9.   Termination

9.1 This Agreement may be terminated without notice by the Client in the event of any of the following:
        9.1.1 The Company commits any material or serious breach of this Agreement, whether capable of remedy or not;
        9.1.2 The Company breaches any of the Confidentiality requirements of this Agreement;
        9.1.3 Any act which results in the Company being precluded by law from substantially delivering the Services under this Agreement;

9.2 This Agreement may be terminated without notice by the Company in the event of any of the following:
       9.2.1 The Client breaches any of the Confidentiality requirements of this Agreement;
       9.2.2 Any act which results in the Company being precluded by law from substantially delivering the Services under this Agreement;
       9.2.3 The Client is more than 30 days late in the payment of the Monthly Fees.
9.3 This Agreement may be terminated by mutual agreement, in writing, between the Client and the Company.
9.4 From 5 months after the Commencement Date, this Agreement may be terminated for any reason by the Client by providing 30 days written notice.

10.   Variation

10.1 This Agreement may only be varied by written agreement in Schedule A between the Parties.
10.2 Any variation not in writing in Schedule A will be of no force and effect.

11.   Hire of Mentor

11.1 The Client agrees that the Sales Leadership Mentor cannot be hired by the Client during the Term of this Agreement and for six (6) months after the end of the Term.
11.2 The Client agrees to pay the Company the Recruitment Fee if the Sales Leadership Mentor is hired in breach of this clause.