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Employment Contract

For: Name
Position: xxx
1. Dictionary....................................................................................................................................3
2. Commencement.........................................................................................................................3
3. Term of Employment..................................................................................................................3
4. The Position................................................................................................................................3
5. Location of Employment.............................................................................................................4
6. Travel and Allowances................................................................................................................4
7. Conduct and Performance..........................................................................................................4
8. Performance Standards and Review...........................................................................................4
9. Conflicts of Interest.....................................................................................................................5
10. Hours of Work.............................................................................................................................5
11. Probation Period.........................................................................................................................5
12. Remuneration Package...............................................................................................................6
13. Superannuation..........................................................................................................................6
14. Commission and Key Performance Indicators (KPI’s)..................................................................6
15. Refund of expenses.....................................................................................................................6
16. Annual Leave...............................................................................................................................7
17. Personal Leave............................................................................................................................7
18. Policies and Procedures..............................................................................................................7
19. Occupational Health and Safety..................................................................................................8
20. Anti-discrimination and Harassment...........................................................................................8
21. Use of Employer's Facilities.........................................................................................................8
22. Termination Upon Prior Notice...................................................................................................9
23. Summary Termination..............................................................................................................11
24. Suspension................................................................................................................................11
25. Confidential Information...........................................................................................................12
26. Return of Property and Documents upon Termination............................................................13
27. Post-Employment Restrictions..................................................................................................13
28. Inventions, Patents, Designs and Copyright..............................................................................13
29. Entire Agreement......................................................................................................................14
30. Continuing Obligations..............................................................................................................14
31. No Representations and Warranties.........................................................................................14
32. Governing Law and Jurisdiction................................................................................................14
33. Independent Legal Advice.........................................................................................................14
1. Dictionary

1.1. For the purpose of this contract, the following terms have the meanings set out below.

Employer means

Employee means.
Employment means the employment of the Employee by the Employer. Document means
any record of information.
Related Body Corporate has the same meaning as that set out in section 50 of the
Corporations Act 2001.
1.2. Other terms may be specially defined elsewhere in this contract.

2. Commencement
The Employment will commence on the 14th August 2017.

3. Term of Employment
The Employment will continue indefinitely until terminated by either party in accordance with the
terms of this contract.

4. The Position

4.1. The Employee will be employed in the position of Regional Channel Director.
4.2. As the Regional Channel Director you will responsible for the commercial strategy and the
development of the organisation alongside the CEO and COO. This role will involve activities
relating to marketing, sales, product development and customer service to drive business
growth and market share.
4.3. In this role, you must combine technical knowledge with strong marketing and business
development skills.
4.4. You will be involved in strategic management functions, in drafting, implementing and
evaluating cross-functional decisions that will enable the organisation to achieve its long-
term objectives.
4.5. It is a condition of the Employment that the Employee is competent to properly carry out the
duties of the Position and that any representations in relation to the qualifications, skills,
experience, industry knowledge, business influence, client contacts and employment history
made by the Employee or a person on behalf of the Employee are true and correct.
4.6. The Employee warrants that he is not subject to any direct or indirect restrictions on his
ability to fully perform the duties of the Position and will not be breaching any obligation to a
third party by entering into this contract.

5. Location of Employment
5.1. The Employment will be based either our Queensland head office or in a NSW home office.
5.2. The Employer may change the base of the Employment within Australia at any time by giving
the Employee at least two weeks' notice in writing. In the event of such relocation, the
Employee will not be entitled to any additional remuneration.

6. Travel and Allowances

6.1. The Employee acknowledges that the nature of the position may require unscheduled travel.
6.2. Where the Employee is required to travel by air, the Employee will travel in economy class at
the cost of the Employer.
6.3. The Employee must adhere to the Employers Travel Expenses Policy document provided.

7. Conduct and Performance


7.1. The Employee must:

(a) comply with the lawful directions of the Employer;


(b) serve the Employer and fulfil the duties of the Position honestly, faithfully and in a
professional manner;
(c) use the Employee's best efforts to promote the business of the Employer;
(d) fully and truthfully answer any questions asked by the Employer regarding the
Employment; and
(e) fully report to the Employer all business opportunities which may advantage the Employer
and any significant threats to the Employer's business as soon as these come to the
attention of the Employee.

7.2. The Employee warrants that he is not subject to any restrictions to his ability to perform the
duties of the Position.
8. Performance Standards and Review
8.1. The Employee must answer fully and truthfully all questions relating to the Employee's
performance and conduct.
8.2. The Employee must attend and participate in all performance interviews, and complete any
performance related questionnaires or appraisal forms.
8.3. The Employee's performance will be reviewed by the Employer throughout the period of the
Employment and at least once every year of service.

9. Conflicts of Interest

9.1. The Employee must not undertake any activity (including paid or unpaid work) which may
either compromise or give rise to a conflict with either:

(a) the Employee's duties and responsibilities under this contract; or


(b) the business interests of the Employer, unless the Employee has obtained the prior written
consent of the Employer.

9.2. The Employee must immediately and fully disclose in writing to the Employer any potential or
actual conflicts of interest.
9.3. The Employee is not prevented by this clause from:

(a) any reasonable involvement in any professional or educational activity or body; or


(b) trading in any shares or stock of any company which is listed on a recognised stock
exchange for the purpose of investment only, provided that such shares or stock do not
exceed 5% of the company's issued capital.

10. Hours of Work


10.1. The Employee is engaged on a permanent fulltime basis (8.30am-5.30pm) and is expected to
devote the Employee's full time and attention to the business of the Employer during normal
working hours.
10.2. The employee may break this time up according to any business or family commitment to
ensure the employee has a good work life balance.
10.3. The Employee may be required to work outside of these hours.
11. Probation Period
11.1. The Employee must satisfactorily complete a probation period of three (3) months starting
from the 14th August 2017 (the Probation Period).
11.2. The purpose of the Probation Period is to enable the Employer to assess the Employee's
suitability for the position.
11.3. During the Probation Period either party may terminate the Employment by giving to the
other one-weeks’ notice in writing, or in the case of the Employer, by giving the Employee a
payment of an amount which is equivalent to one week's base salary.

12. Remuneration Package

12.1. The role of Channel Director will be paid an annual Salary of xxx Superannuation and
commission.
12.2. The Regional Channel Director will also receive an unlimited commission structure paid in the
form of achievement of KPI’s (Section 14). This will be paid quarterly in arears.
12.3. The is OTE for this role is expected to be XXX inc Superannuation.
12.4. The Employer will pay the wages and allowances owed to the Employee on a fortnightly basis
into a bank account nominated by the Employee.

13. Superannuation

13.1. The company contribution is in accordance with legislation, currently 9.5%. This will be paid
to your nominated fund at the end of each calendar quarter.

14. Commission and Key Performance Indicators (KPI’s)

14.1. The Employee is eligible to participate in a discretionary commission scheme operated by the
Employer (the Scheme).
14.2. A discretionary commission in the form of commission based on GP and KPI’s will be paid as
set out in the attached commission structure excel spreadsheet.
14.3. The Employer may take into account such matters that it believes is relevant. The conferral
and value of any bonus under the Scheme will at all times be within the sole and absolute
discretion of the Employer.
14.4. The Employer may vary the terms of or cancel the Scheme providing 90 days’ notice to the
employee.
15. Refund of expenses

Any business expenses that the Employee incurs for the purpose of carrying out the duties of the
Position will be reimbursed by the Employer, provided that:

(a) the Employee has obtained the prior written consent of the relevant authorised
representative of the Employer to incur the expenses;
(b) the expenses are reasonable and related directly to the Employer's business;
(c) the Employee has provided the Employer with itemised receipts of these expenses, and any
other additional evidence of these expenses as it may reasonably require; and
(d) the Employee complies with any other policy or procedure published by the Employer from
time to time regarding the reimbursement of expenses.
(e) The employee must exercise discretion and good business judgment with respect to those
expenses.
All expenses must be claimed within 30 days of the expense. If not claimed in this period the claim will
not be paid

16. Annual Leave

16.1. The Employee is entitled to take 20 days annual holidays in accordance with applicable
annual leave legislation.
16.2. The Employer may reasonably refuse an Employee's request for annual leave having regard
to the Employer's business requirements.
16.3. Whilst on such leave, the Employee will not engage in any conduct that is inconsistent with
the Employee's duties and responsibilities under this contract.
16.4. Where you have not completed 12 months of continuous service with the Employer your
entitlement to paid annual leave shall be proportioned to the number of completed months
of service.

17. Personal Leave

17.1. The Employee will be entitled to personal leave in accordance with applicable legislation.
Personal leave accrues cumulatively.
17.2. The Employee must meet the notification requirements set out in applicable legislation and
the Employer's policies, from time to time, in order to take sick leave.
17.3. The Employee will not be entitled to receive any payment for untaken personal leave days
upon termination or at any other time.
18. Policies and Procedures

18.1. The Employee must comply with the employment policies and procedures of the Employer as
published and amended by the Employer from time to time.
18.2. The Employer may amend its policies and procedures at any time. The Employer will notify
the Employee of any changes to its employment policies and procedures.
18.3. Unless otherwise expressly stated in a company policy or procedure, the Employer's policies
and procedures do not form part of the Employee's employment contract with the Employer
and are not binding on the Employer.

19. Occupational Health and Safety

The Employee must:

(a) safely attend to the duties of the Position;


(b) familiarise himself with all occupational health and safety laws and the regulations which
are relevant to the duties of the Position, and also the occupational health and safety
policies and procedures of the Employer;
(c) comply with the above and take steps to ensure that the employees of the Employer
comply with the above;
(d) immediately notify the board of directors of any potential or actual occupational health and
safety risks;
(e) take a pro-active interest in eliminating or reducing health and safety risks to himself and
others in the workplace; and
(f) co-operate with the Employer in its efforts to comply with OHS requirements.

20. Anti-discrimination and Harassment

20.1. The Employer is an equal opportunity employer and will not tolerate unlawful discrimination
or harassment at its workplace.
20.2. The Employee must at all times comply with and (to the extent reasonably practicable)
ensure that the employees of the Employer comply with the anti-discrimination and
harassment policies of the Employer.
20.3. The Employee must immediately notify the board of directors as soon the Employee becomes
aware of any unlawful discrimination or harassment.
21. Use of Employer's Facilities

21.1. The Employer may provide the Employee with access to certain facilities, including email and
internet services, computer systems, telephone services (mobile and landline), facsimile
machines and photocopy facilities ("the Facilities").
21.2. These Facilities are provided for use in connection with the business of the Employer only.
The Employer may require the Employee to reimburse the Employer for any costs incurred as
a result of any use of the Facilities that is not related to the business of the Employer,
including the following:

 personal calls on mobile phones;


 personal interstate or overseas phone calls;
 personal facsimile charges; and
 personal photocopy costs.

21.3. The use of the Facilities will be monitored by the Employer and the Employee consents to this
monitoring. The Employee acknowledges that any personal messages received or sent on the
Facilities will not be regarded as confidential.

21.4. The Employee must not use the Facilities to access, download, copy, circulate, send, receive,
or otherwise communicate:
 hateful or abusive material;
 offensive material (including jokes or games);
 defamatory material;
 material which would offend anti-discrimination and/or harassment laws; or
 pornography.

The Employee must also actively discourage anyone else from sending the Employee this type of
material.

21.5. The Employee must not use the Facilities to infringe the copyright of others. For example,
copying and distributing licensed software may be in breach of copyright and may expose the
Employee and the Employer to legal action.
21.6. The Employee must not use unauthorised software on the Employer's computer or download
software from the Internet.
21.7. The Employee must also comply with any policies distributed by the Employer regarding the
use of the Facilities.
22. Termination Upon Prior Notice
[WE WILL CONSIDER APPROPRIATE NOTICE PERIOD ON CASE-BY-CASE BASIS]

22.1. The Employer may terminate the Employment by giving prior notice to the Employee in
accordance with the following scale:

Length of Continuous Service as at


Notice
termination date
1 year or less 2 week
More than 1 year but no more than 3 years 2 weeks
More than 3 years but no more than 5 years 3 weeks
More than 5 years 4 weeks

Where the Employee is over 55 years old and has completed at least two years of continuous service
with the Employer as at the day that notice is given, the Employee will be entitled to an additional
week's notice.

22.2. The Employee may terminate the Employment by giving one month's prior notice to the
Employer in writing.
22.3. The Employer may also terminate the Employment by either:

(a) making a payment in lieu of the entire notice period; or


(b) requiring the Employee to work part of the notice period and making a payment in lieu of
the balance of the notice period.

In either case the Employment will be terminated upon the making of the payment in lieu of notice.

22.4. Where the Employee is required to work out a period of notice, the Employer may direct the
Employee during some or all of the notice period:

(a) not to attend the office;


(b) not to contact clients, customers, suppliers, employees or contractors of the Employer;
(c) not to perform the duties of the Position;
(d) to perform the duties of the Position from home;
(e) to assist the Employer arrange a proper handover of the duties of the Position, including
clients or customers and businesses; or
(f) any combination of the above,

provided always that:

I. this is done for the primary purpose of protecting the business of the Employer; and
II. the Employee continues to receive remuneration under this contract (or where this
remuneration includes commission or bonuses) a reasonable assessment of the

remuneration under this contract that the Employee would have received if this
direction was not given.

22.5. If the Employee gives the Employer notice of termination for the purpose of commencing
work with a competitor of the Employer, or otherwise competing with the Employer, the
Employee must:

(a) immediately upon giving notice disclose full details of this purpose so as to enable the
Employer to take steps to protect its business, and arrange the handover of the Position's
duties (including clients, suppliers and business) to another employee; and
(b) comply with any directions given by the Employer for the purpose of giving effect to (a)
above.

The obligation set out in this sub-clause above is not intended to detract from the Employee's general
obligation to immediately disclose any conflict of interest to the Employer.

23. Summary Termination

23.1. The Employer may terminate the Employment at any time without prior notice if the
Employee:

(a) is guilty of serious misconduct (including, but not limited to theft, fraud, or assault);
(b) is grossly negligent or otherwise incompetent in the performance of the duties of the
Position;
(c) commits a serious or persistent breach of the terms of this contract;
(d) refuses to carry out a lawful and reasonable instruction that is consistent with this contract;
(e) becomes bankrupt or suspends payment or compounds with or assigns his estate for the
benefit of his creditors;
(f) commits a crime or other civil wrong, which in the reasonable opinion of the Employer,
may seriously impact on the Employee's ability to perform the duties of the Position or is
likely to significantly damage the reputation or business of the Employer; or
(g) is either repeatedly absent from work or absent from work for a period of five (5)
consecutive days without proper explanation or the consent of the Employer.

23.2. The Employee may terminate the Employment without prior notice if the Employer commits
a serious breach of this contract.

24. Suspension
24.1. If the Employer suspects that the Employee has been involved in any improper conduct or
involved in any other conduct which in the reasonable opinion of the Employer requires

proper investigation, the Employer may do the following for the purposes of conducting this
investigation:
(a) suspend the Employee from any requirement to perform the duties and responsibilities of
the Position for a reasonable period of time not exceeding two weeks;
(b) direct the Employee not to attend the workplace or contact fellow employees or any other
party involved in the conduct which is being investigated;
(c) appoint any person to conduct the investigation; and
(d) direct the Employee to provide any assistance and answer any questions, required for the
investigation.

24.2. During the period of suspension the Employee will continue to receive the remuneration set
out under this agreement.
24.3. Any suspension under this clause will not be treated as disciplinary action by the Employer,
but will be instituted solely for the purpose of conducting an investigation.

25. Confidential Information

25.1. Confidential Information means the following information which is obtained by the
Employee during the course of or as a result of the Employment:

(a) information which is marked "Confidential" or which is described or treated by the


Employer as confidential;
(b) information of a business sensitive nature;
(c) personal information as defined in the Privacy Act 1988 (Cth);
(d) trade secrets; and
(e) without limiting the generality of the above, the information which is listed in Schedule B
of this contract.

25.2. Confidential Information is not confined to information of the Employer, but may also include
information of its Related Bodies Corporate, clients, suppliers, contractors and employees
and information of customers of its contractors, suppliers, clients and Related Bodies
Corporate.
25.3. Confidential Information will not include information which is or becomes readily available in
the public domain otherwise than as a result of the breach of this contract.
25.4. The Employee must not use or disclose this Confidential Information during and after the
Employment except in the following circumstances:

(a) the Employer has given its prior written consent; or


(b) in the proper course of performing the duties of the Position and for the benefit of the
Employer; or

(c) to the extent required by law.

25.5. Without limiting generality of the above of the abovementioned clause, the Employee must
not disclose Confidential Information to other employees of the Employer unless these
employees are authorised by the Employer to receive this information and need to know this
information to perform their duties to the Employer.
25.6. The Employee must immediately notify the Employer if the Employee suspects that
Confidential Information has been improperly used or disclosed.
25.7. The Employee must take all reasonable steps to prevent the unauthorised disclosure or use
of the Confidential Information.
25.8. The Employee must execute all confidentiality agreements with the Employer that are
designed to protect Confidential Information which comes to the attention of the Employee
as a result of the Employment, as reasonably required by the Employer from time to time.
25.9. The Employee must not copy or remove from the Employer's premises any Document that
contains Confidential Information except for the purpose of properly performing the duties of
the Position and for the benefit of the Employer.

26. Return of Property and Documents upon Termination

Upon the termination of the Employment, the Employee must immediately deliver to the Employer
without any further demand:

(a) all Documents and other property of the Employer; and


(b) without limiting the generality of (a) above, all Documents which contain any Confidential
Information, documents in the Employee's possession or control relating in any way to any
Confidential Information.

27. Post-Employment Restrictions

27.1. The Employee will comply with the post-employment restrictions that are set out in Schedule
B to this contract.
27.2. The Employment is conditional upon the Employee complying with the post-employment
restrictions. The Employee acknowledges that the Employee's remuneration under this
contract incorporates consideration for the post-employment restrictions.
27.3. The Employee acknowledges that during the Employment, the Employee has or will become
possessed of Confidential Information regarding the business of the Employer and its Related
Bodies Corporate, clients and customers, and the disclosure or use of such information may
materially harm the Employer. The Employee agrees that the post-employment restraints
contained in Schedule B are reasonable and necessary for the protection of the business of
the Employer.
28. Inventions, Patents, Designs and Copyright

28.1. The Employer will own all property rights, including intellectual property rights in any work,
invention, discovery, improvement or design ("Work Product") which the Employee makes or
conceives:

(a) whilst employed by the Employer in connection with the Employer's business; or
(b) by using the resources, facilities, or Confidential Information of the Employer.

28.2. For the purpose of this clause, intellectual property rights include, but are not limited to,
rights in patents, design registrations, trademarks and copyright.
28.3. The Employee waives all moral rights in the use of the Work Product and consents to the
Employer's use of that Work Product without attribution of authorship, or the Employer's
manipulation of that Work Product for the purposes of the Copyright Act 1968 (Cth).
28.4. The Employee must sign all documents and do anything else which the Employer requires to
secure the Employer's ownership of all property rights in the Work Product. This must be
done promptly and without additional payment to the Employee.
28.5. The Employee must confidentially provide to the Employer and no one else without the
Employer's prior consent, oral information in relation to the Work Product immediately after
the Work Product is made or conceived.

29. Entire Agreement

This contract constitutes the entire agreement relating to the Employment and supersedes all prior
offers and representations whether in writing or verbal in relation to the Employment. This contract
may only be amended by agreement in writing signed by both parties.

30. Continuing Obligations

Any provision of this contract remaining to be performed or observed by the Employee or having effect
after the termination of this contract for whatever reason remains in full force and effect and is binding
on the Employee.

31. No Representations and Warranties

The Employee acknowledges that in entering into this contract, the Employee has not relied on any
representations or warranties about its subject matter, except as provided in this contract.
32. Governing Law and Jurisdiction

The laws in force in Australia govern the Employment and both the Employer and the Employee
irrevocably submit to the non-exclusive jurisdiction of the courts of Australia.

33. Independent Legal Advice

33.1. The Employee acknowledges that the Employee has had a reasonable opportunity to obtain
independent legal advice regarding the contents of this contract.
33.2. The Employee acknowledges that the Employee has had sufficient time to review the
contents of this contract and further, understands the contents of this contract.
33.3. The Employee acknowledges that the Employee has not been placed under any under
pressure to enter into this contract.

Executed as an agreement.

Execution
Signed by

in the presence of:

__________________________
Signature of
_______________ – Chief Executive Officer

Signed by
Employee
in the presence of:

__________________________ _________________________________
Signature of witness Signature of Employee

__________________________
Name of witness (please print)
Schedule A
Confidential Information

(a) the names and addresses and other personal details of employees, contractors, clients and
suppliers of the Employer (including [list relevant persons/entities]);
(b) the terms upon which the Employer contracts with employees, contractors, clients and
suppliers;
(c) business plans and forecasts;
(d) the terms of this contract;
(e) product and service composition and formulae;
(f) customer lists and prospective customer lists;
(g) specific information on customers and prospective customers (including information on
purchasing preferences, credit information, and pricing);
(h) pricing lists (including item and customer specific pricing information);
(i) names of agents;
(j) license agreements;
(k) proprietary purchasing, pricing sales methods and techniques;
(l) computer systems and computer software design and/or improvements;
(m) methods of distribution;
(n) market feasibility studies;
(o) proposed or existing marketing techniques or plans;
(p) future Employer business plans;
(q) personal information about the Employer’s executives, officers and directors; and
Schedule B
Post-Employment Restrictions

1. For the purpose of this Schedule, the following words have these meanings:

"Associate" means any person who at any time within the Relevant Period sold or promoted the
products of the Employer, or who was preparing to sell or promote the products of the Employer
(regardless of whether such person was or is an employee or agent of the Employer).

"Customer" means any person who at any time within the Relevant Period was:

(a) negotiating with the Employer for the supply of services by the Employer; or
(r) a client or customer of the Employer,

whether involved in wholesale or retail business, and with whom the Employee dealt or had contact in
the course of the Employment within the Relevant Period or about whom the Employee had access to
Confidential Information as a result of the Employment.

"Employer" includes the Related Bodies Corporate of the Employer from time to time.

"Personnel" means any employee, Associate or independent contractor of the Employer:

(a) who any time within the Relevant Period had dealings with Customers, Suppliers,
Associates, or access to Confidential Information; and
(s) with whom the Employee dealt or had contact in the course of the Employment within the
Relevant Period.

"Relevant Period" means the period of 12 months immediately preceding the Termination Date.

"Restraint Period" means a period of 6 months from the Termination Date or if a Court of competent
jurisdiction holds this period unreasonable, then a period of 3 months.

"Supplier" means any person who at any time within the Relevant Period:

(a) supplied the Employer with goods and/or services;


(t) was having discussions with the Employer regarding becoming a supplier of the goods or
services,

and with whom the Employee dealt or had contact with in the course of the Employment within the
Relevant Period or about whom the Employee had access to Confidential Information as a result of
the Employment.

"Termination Date" means the date upon which the Employment ceases, regardless of the reasons or
manner of such cessation.

2. The Employee undertakes to the Employer that, during the Restraint Period, the Employee will
not, without the prior written consent of the Employer, directly or indirectly, whether alone or
in conjunction with, or on behalf of, any other person and whether as principal, shareholder,
director, employer, employee, agent, contractor, consultant or partner or in any other capacity:

(a) interfere with the business relationship which the Employer maintains with any Customer,
Personnel or Supplier or otherwise engage in any conduct which may tend to damage the
business or business interests of the Employer; or
(u) entice, or endeavour to entice away from the Employer, any Customer, Personnel or
Supplier; or
(v) counsel, procure, or assist any person to do any of the acts referred to above.

3. Each covenant and undertaking contained in this Schedule shall be read and construed
independently of the other covenants and undertakings in this Schedule. If one or more of the
covenants or undertakings are held to be invalid, then the remaining covenants and
undertakings shall be read as if those invalid covenants and undertakings were deleted.

4. The Employee acknowledge that:

(a) the covenants and undertakings in this Schedule are reasonably necessary to protect the
legitimate business interests of the Employer in all the circumstances; and
(w) if the Employee breaches clause 2 above, damages may not be sufficient remedy and that
the Employer will be entitled to claim injunctive and/or equitable relief.

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