Definitions
1. DEFINITIONS
1.1. In this Agreement these words and phrases have the following meanings:
“Agreement” means this Consultancy Agreement.
“Appointment” means appointment of the Consultant by the Customer as set out in Clause 2 of this Agreement.
“Customer’s Facilities” is not limited to but includes all premises of the Customer, equipment, data bases, resources and vehicles used and/or owned by the Customer.
“Customer’s Business” means the business described in recital A and any other business that the Customer or any other Related Entity of the Customer might at any time in the future during the Term conduct.
“Confidential Information” means all information of whatsoever kind or nature including:
(a) all information in whatsoever form that the Consultant obtains because of this Consultancy or because of the provision of the Consulting Services and whether such information is contained in a document, or in any Software, or is conveyed orally or is obtained by the Consultant through observation; and
(b) all other information which is by its nature confidential to the Customer and/or to the Customer’s Business and/or to any Client of the Customer; or
(c) all information in any document or software, Object Code or Source Code that is marked or contained in a package or envelope that is marked “Strictly Confidential”, “Confidential”, “Secret”, “Not to be Disclosed”, “Private” or otherwise uses words which indicate that the Customer or any other person regards the information as being of a confidential nature; or
(d) all oral, written, recorded information and/or databases concerning the Customer, the Customer’s Business, Client information and Client lists, Products and/or any intellectual property;
(e) all other information or know how in any form whatsoever concerning the Customer’s Business or Clients that is disclosed to the Consultant or otherwise learnt by the Consultant during the Term.
But does not include any information that is or becomes generally available to the industry or becomes or is in the public domain other than as a result of a disclosure directly or indirectly by the informed party or its representatives.
“Consulting Fees” means the fees set out in Schedule Two and excludes GST (if applicable).
“Consulting Services” means the services provided by the Consultant being the services as set forth in Schedule One of this Agreement and all such other consulting services as may be agreed upon in writing by the Customer and the Consultant during the Term.
“Client” means past, present and future Clients of the Customer.
“Extension of Term” means any extension of the Term as may be agreed upon by the Parties in writing and commencing immediately upon the expiry of the Term.
“GST” means Goods and Services Tax as defined under a New Tax System (Goods and Services Tax) Act 1999 (Cth) (“the GST Act”). Where any GST is payable, the Party making the supply shall provide a tax invoice unless the tax invoice belongs to a class of tax invoices that the Commissioner has determined in writing may be issued by the recipient of a taxable supply under the GST Act. The Parties will, if necessary, at all times be fully and effectively registered for GST.
“Intellectual Property” means all inventions, copyrights, designs, trade marks and patents in any products.
“Law” means all Acts, statutes, regulations, by laws, common law, equity and includes Federal and State Laws as may be enacted or amended from time to time within Australia.
“Notice” means notice in writing including those conveyed by facsimile, letter, email and telex and conveyed in accordance with the provisions of this Agreement.
“OH & S” means Occupational Health and Safety/Workplace Health and Safety.
“Parties” means the Parties to this Agreement and shall include their lawful successors and assigns. Any reference to a Party will include, where applicable, any subsidiary controlled by a Party or by the same persons who control that Party.
“Person” means anybody that is recognised at Law in the Territory whether it be a natural person, entity or corporation.
“Products” means all the products that the Customer sells or provides to its Clients and includes all goods and services of whatsoever kind or nature that form part of the Customer’s Business.
“Related Entity” has the meaning given to it in Section 9 of the Corporations Act 2001 (Cth). If the Customer is not a corporation, “Related Entity” has the meaning given to it in Section 9 of the Corporations Act 2001 (Cth) as if the Customer were a corporation.
“Software” means any and all computer software of whatsoever kind or description.
“Tax Invoice” is an invoice from the Consultant to the Customer that complies with the GST Act.
“Term” means the period from the commencement of this Agreement until ___/___/___ or until either Party terminates the Appointment as provided in this Agreement.
“Territory” means the whole of Australia.
“Unsatisfactory Conduct” means any conduct by the Consultant that constitutes a serious breach of this Agreement or which, in the reasonable opinion of the Customer may bring the Products, any Client, or the Customer into disrepute or harm of any kind, or involves any misuse of the Customer’s Facilities or involves accessing, viewing or downloading or sending any material that is pornographic, defamatory or untrue, misleading or deceptive or does any other act or thing which is harmful to the Customer, or to any of its Clients or is a serious breach of this Agreement.
“Year” means each period of twelve calendar months during the Term with the first year commencing on the date hereof and expiring on the day before the anniversary of the date hereof.
1.2. In this Agreement, words importing any gender shall include all genders including the neuter gender. Words importing the singular shall include the plural and vice versa. Any reference to a Party includes that Party’s lawful assigns and successors in title.