Consulting Terms.

Definitions:

Services means a range of marketing services as agreed in writing between Consultant and Company.

Confidential Information means all information as defined in clause 5 of this Agreement.

Company refers to Brainier Brands Pty Ltd.

Company refers to the individual or business that have requested a website be developed for them.

Party means both the Consultant and Company.

Disclosing Party means the party supplying Confidential Information to the Receiver.

Receiver means the party receiving Confidential Information from the Disclosing Party.

Agreement to Provide Services

Consultant agrees to provide Services for Company.

Company agrees to pay Consultant the amount agreed from time to time for Services.

Relationship of the Parties

Notwithstanding any provision hereof, for all purposes of this Agreement, Consultant and Company shall be an independent contractor and not a partner, joint venturer, or agent of the other.

Warranty

Consultant warrants that: –

All work performed under this Agreement shall be Consultant’s original work, and none of the Services or inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity.

Consultant has the full right to provide Company with the assignments and rights provided for herein.

Assignment

Upon receipt of payment for agreed Services all work performed under this Agreement in respect of those Services, including without limitation all unique computer applications, inventions, creations, formulations, devices, and deliverables will be the sole property of Company, and Consultant hereby assigns to Company all rights, title and interest therein.

Confidential Information

In this Agreement Confidential Information means any accounts, statements, contracts, agreements, specifications, reports, technical know-how, formulations, market data, knowledge or information of Disclosing Party’s business at any time disclosed (whether in writing or orally) by Disclosing Party to, or acquired by Receiver in relation to Services and unless it is or was: –

Acquired from a third party having the right to disclose it to the relevant persons, or

in the public domain, other than through a breach of the terms of this Agreement, or

known to Receiver prior to this Agreement

Receiver shall not disclose, publish or communicate or permit the disclosure, publication or communication of Confidential Information or any part of it to any person, firm or Company, other than to its Consultants or employees needing access to the Confidential Information without the prior written consent of Disclosing Party.

Receiver shall take and enforce proper and adequate precautions at all times to preserve the secrecy and confidentiality of the Confidential Information, including taking all reasonable action to prevent any unauthorised person obtaining access to any of the Confidential Information.

All disclosures to Receiver by or on behalf of Disclosing Party of any Confidential Information both prior to and following the execution of this Agreement were and will be Confidential Information.

Confidential Information Duration

Notwithstanding the return of all or part of Confidential Information or the termination of this Agreement, Receiver shall continue to be bound by the provisions of this Agreement for a period of 2 years.

Responsibilities for Third Parties

Consultant will procure that its employees and contractors will not do any act, matter or thing which if done by Consultant would constitute a breach of obligations under this Agreement.

Fees and Payments

Without prejudice to our other rights and remedies under this agreement, if any Services Fees are not paid on or before their due date, we reserve the right, immediately and at our sole discretion, to suspend the provision of Services to you until such payment is made.

If we have taken action to recover overdue amounts from Company, any reasonable costs incurred by Consultant in recovering the debt, including but not limited to any legal expenses and collection agency charges, will be recoverable from you.

Indemnification

Except with respect to claims arising from Party’s separate negligence or wilful acts, which shall remain that Party’s personal obligation, Consultant and Company agree to defend, indemnify and hold harmless the other party and its directors, officers, and employees with respect to a claim arising from the party’s actual or alleged act, failure to act, error, or omission in the performance of their obligations under this Agreement or any governing law or regulation.

Limitation of Liability

The liability of each Party with respect to a claim against each other is limited to direct damages only and neither Party will have any liability whatsoever for consequential or indirect loss or damage (such as, but not limited to, claims for loss of profit, revenue, production, business, contracts or opportunity and increased cost of capital, financing or overhead) incurred by the other party.

Terminating the Agreement

Either Party may terminate this Agreement at any time by giving 30 days’ written notice to the other party of the intent to terminate. At termination, on request by either Party, the other party will return, delete or destroy all Confidential Information.

No Variation

No variation of this Agreement shall be of any force or effect unless in writing and signed by the parties.

Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the remainder of the Agreement shall be unaffected.

Notice

All notices under this Agreement shall be in writing, and shall be deemed given when personally served, by email, or seven (7) days after being sent by registered mail to the address of the party to be given the notice as set forth herein.

Exclusive Agreement

This Agreement constitutes the sole agreement between the Party’s and supersedes all oral negotiations and prior writings with respect to Services. Any subsequent changes to the terms of this Agreement may be amended or waived only with the written consent of both Consultant and Company.

Applicable Law

This Agreement shall be governed and construed in accordance with the laws of the State of South Australia and the Party’s hereby irrevocably submit to the jurisdiction of the courts of that State.