1 1.

Relationship between the Parties The relationship between the Parties is that of principal and independent contractor. Your employees, subcontractors and agents must not represent themselves as employees or agents of us without our express approval. 3 3.1

these channels for any form of personal gain, or to promote your own products, services, or even to represent your own identity. Our Obligations

7.2

The parties agree that the Liquidated Damages are a fair and reasonable pre-estimate of the damages likely to be sustained by us if the Works are delayed. Environment and Health & Safety Without limiting the generality of clause 2.2, you must comply with, and ensure that you comply with: (a) all applicable environmental and occupational health and safety Laws, guidelines and Codes of Practice which apply to the Works; all safety, health and environmental guidelines, rules and procedures provided to you by us; and any induction requirements in relation to the Works as advised by us. If we inform you that in our reasonable opinion you are: (a) not performing the Works in compliance with your environmental or occupational healthy and safety obligations under the Agreement; or performing the Works in such a way that it may endanger the environment or the health and safety of any person, you must promptly remedy that breach or take such action as is reasonable necessary to satisfy us that the issue is, or will be, undertaken in conformity with relevant requirements. Until such time as this is done, we may direct you to suspend the performance of the Works.

1.2

8 We must provide sufficient information regarding the Works for you to commence the Works. We must, subject always to our right to set off, make prompt payments to you in accordance with this Agreement. Variations We may, at any time, direct a variation of the Works and you must carry out and be bound by any such variation. A variation may involve any or all of an increase or decrease in, omission from, or change in the character or quality of the Works, and if work is omitted, we may have the omitted work carried out by others. Extension of Time You are not entitled to and release us from any claim or liability under any cause of action, whether in tort, contract or otherwise in respect of any right to seek reimbursement, recovery or payment of costs, losses or damage incurred arising from a decision by us to allow or refuse any extension of time. Payment and Completion If we are not satisfied with the quality of your work(s) as a result of poor engagement with target audiences for our clients, or receive complaints from our clients relating to the page(s) your manage for them, we will provide you with one week to improve engagement and target market numbers. If this does not occur, this contract will cease, and we will only pay you to the time of its cessation. You will be solely liable for income tax imposed on you in respect of income derived by you in undertaking the Works. You will be solely liable for any GST payable on your income from us. Liquidated Damages If you fail to carry out your obligations within the timeframe(s) set out in this agreement, without two weeks written notice, then you agree to pay liquidated damages. This will be $20 per day for each day that you failed to carry out those obligations, and will be backdated to the first instance of your failing to meet those obligations. 9 9.1 8.1

2 2.1

Your Obligations You must: (a) perform the Works:

3.2

4 (i) exercising due care, skill and judgment and using your best endeavours; (ii) in an efficient, professional and cost effective manner in accordance with relevant professional principles and standards; and (iii) in accordance with this Agreement and all guidelines, procedures and directions made by us under this Agreement; (b) ensure that all your employees, agents and subcontractors are suitably trained, qualified and experienced and comply with any safety, security and general work rules specified by us when undertaking Works. 2.2 You must comply with all statutory requirements and the requirements of any relevant authority and ensure that you possess all relevant authorisations, permits and licences required by Law to undertake the Works. You are liable for and must indemnify us against all liabilities, claims, proceedings, judgments, damages, obligations, costs, losses and expenses of any nature, including those in respect of personal injury or death of any person, arising in any manner out of or in connection with your acts or omissions. 6.4 2.4 You must not disclose any information provided by us in connection with this Agreement to any third persons without our express approval, except if it is required to be disclosed in accordance with the law. As a party contracted by us for the service of our client, you may not give them your personal or business contact details in the hope of gaining work through our clients without us. You may not use the work(s) you do for Tailored Social, and the various social media channels involved, to do anything other than that instructed by Tailored Social. Specifically, you may not use 4.1

(b)

(c)

8.2

5 5.1

(b)

6 6.1

2.3

8.3

Despite any other provision of this Agreement, if we direct a suspension of the Works under clause 8.2, we will not: (a) be required to make any payment to you during periods of suspension; or be liable to pay you for any costs incurred by you as a result of a suspension under clause 8.2.

(b)

6.5

Assignment & subcontracting You may not assign the rights and/or obligation under this Agreement without our prior consent. You may not subcontract your obligations under this Agreement unless we consent.

2.5

7 7.1

9.3

2.6

10 Consequential Loss and Limitation of Liability 10.1 Without prejudice to any liquidate damages provisions stipulated for delay, nonperformance or otherwise, neither party (nor our

Representative) is liable to the other under this Agreement, law of tort (including negligence), statue, in equity or otherwise for any kind of indirect or consequential loss or damage arising out of or in connection with this Agreement. 10.2 Your liability to us under this Agreement will not exceed the amount equal to the fee agreed upon under the Service Contract between Tailored Social and the third party for which your services have been contracted (as the same may increase or decrease from time to time in accordance with the terms of this Agreement). Clauses 10.1 and 10.2 do not limit your liability: (a) (b) under subclause 12.2; to indemnify us against penalties, losses and damages to the extent incurred by us as a result of your breaching your obligations under this Agreement to comply with all applicable Laws; under any other provisions of this Agreement which expressly impose a greater liability; in cases of fraud, wilful misconduct or illegal unlawful acts; or in cases of acts or omissions of the Contractor which are contrary to the most elementary rules of diligence which a conscientious contractor would have followed in similar circumstances. Despite anything in this Agreement to the contrary, none of your liabilities to us covered by insurance carried by you are included in your aggregate liability for the purpose of determining the limit of your liability under this Agreement. Suspensions and Termination We may, by notice, suspend the performance of the Works at any time and for any reason. You must recommence the Works by the date directed by us. You will be entitled to seek reimbursement from us for any extra costs necessarily incurred as a result of the suspension except where the suspension was directed as a result of an act or omissions of you or your employees, agents or subcontractors. We may, by notice, terminate this Agreement at any time and for any reason. If this Agreement is terminated under subclause 11.2, we will only be liable for payment for

the Works carried out to the date of termination and for extra costs necessarily incurred by you as a result of such termination subject always to our right of set off. 11.4 Without limiting clause 11.2, we may terminate this Agreement by giving 3 days written notice, if you suspend the Works without reasonable cause, fail to proceed with the Works with reasonable diligence and competence, fail to perform or rectify the Works in accordance with this Agreement, become insolvent (unable to pay your debts as and when they fall due) or otherwise commit a substantial breach of the Agreement. If this Agreement is terminated under clause 11.4, we will only be liable for payment for the Works carried out to the date of termination subject always to our right of set off. We may also employ other persons to complete or perform the Works. Without limiting clause 2.5, you will be liable for and will indemnify us for all costs incurred in employing other persons to complete or perform the Works and any other costs incurred by us as a result of your acts or omissions. Intellectual Property You agree and acknowledge that all intellectual property rights including, but not limited to, copyrights, patents, trademarks, designs, brand names, logos, circuit layouts and confidential information discovered or coming into existence as a result of, for the purposes of or in connection with, the performance of the Works in accordance with this Agreement, will be vested in and owned by us, unless verbally agreed to as otherwise. You warrant that performance of the Works in accordance with this Agreement will not infringe the intellectual property rights of any third party. You must indemnify us against any liability, costs, expense, loss or damage arising out of or in connection with any infringements of the intellectual property rights of any third party. You agree, and you will procure the agreement of each author, should you, in your absolute discretion: (a) not identify any author as the author(s) of the Project IP apart from yourself; and concurrently accept that we may:

(i)

materially distort, destroy, mutilate, alter or in any other way change; add to, delete from, retitle; and reproduce, publish, copy, adapt; the Project IP (or a substantial part of or adaptation of it) in any way we see fit in any medium and in any context and with or without other text, data or images.

(ii) (iii)

13

Date Compliant Where the Works involve the supply of goods, services, or materials, you warrant that the Works will be Date Compliant.

10.3

14 11.5

Set Off Without limiting any other right or remedy we may have, any debt due and owing from you to us in connection with this Agreement may be deducted by us from any other money payable to you in connection with this Agreement.

15

Dispute Resolution If a dispute arises, the dispute must be referred to our Representative and your Representative for resolution. If the dispute is not resolved within 2 days of such referral it must be referred for resolution to a Panel consisting of a nominated representative of each of the Parties and an independent third party agreed to by the Parties. If the dispute is not resolved, or the Panel does not meet within 3 days of such referral, either Party may commence legal proceedings.

(c)

(d)

12 12.1

(e)

10.4

16 16.1

Notices Any notice, approval, consent or other communication in relation to this Agreement must be in writing and marked for the attention of (a) in the case of a notice to us, the Tailored Social Representative; in the case of a notice to you, the Contractors Representative.

12.2

11 11.1

(c)

17 17.1

Governing Law and Jurisdiction This Agreement is governed by the laws of the State of Victoria. The parties submit to the exclusive jurisdiction of the courts of the State of Victoria and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement. If any provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will,

12.3

17.2

11.2

(b)

17.3

11.3

as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction. 17.4 Should this Agreement be used outside the State of Victoria, refer to clause 17.3. Definitions and Interpretation In this Agreement, unless the contrary intention appears: Agreement means this agreement and such further documents as may be expressly incorporated into this Agreement. B is for banana. Were not without a sense of humor, and you should be rewarded for reading this far. :) Commencement Date means the date of commencement of this Agreement as set out in the Contract Details. Contractor means the person/s performing the Works for Tailored Social and is interchangeable with the term freelancer. Date Compliant means that computer system technology and other data processing systems used by you in connection with the Works can correctly process all dates and can continue to properly operate and function on all dates. Date for Practical Completion means the date on which you are to complete the Works as specified in the Contract Details.

Panel means the panel established in accordance with clause 15 which consists of the nominated Representatives of each of the Parties. Project IP means all Intellectual Property Rights (present or future) created, discovered or coming into existence as a result of, for the purposes of or in connection with the Works or this Agreement (including without limitation all Intellectual Property Rights developed by you in connection with the Works and any Intellectual Property Right in the technical materials provided by us to you). Representative means the representative of the Parties (as the case may be) as identified in the Contract Details or any other person appointed by the relevant Party from time to time and notified to the other. Service Contract means the written agreement between Tailored Social and a third party for which your services have been contracted, in accordance with the Contract Details in this Agreement. Site means any site used in the performance of the Works. Tax Invoice has the same meaning as in the A New Tax System (Goods and Services) Tax Act 1999 (Cth). Taxes means taxes (including a GST) levies, imposts, deductions, charges, withholdings and duties (including stamp and transaction duties), together with any related interest penalties, fines and other statutory charges. Us and We means Tailored Social.

18 18.1

GST means a goods and services tax or any similar tax which is imposed in Australia and has effect during the term of this Agreement. Infrastructure as used in the contract terms includes the: hardware; marketing; legal; and tax; currently in place and to be in place for Tailored Social. Intellectual Property Rights includes without limitation the protected rights attaching to inventions, patents, registered designs, trade marks, copyright, circuit layouts and confidential information. Law means any statues, decree, circular, rule or regulation by any government authority or Native Title Rights, whether now or at any time in future in effect.

Works means the works to be performed by you for us in accordance with this Agreement as specified in the Contract Details.