Modus Projects Pty Ltd

Service Level Agreement

BETWEEN: .............................................................................................................................................

ADDRESS: ..............................................................................................................................................

ABN: ........................................................................................................................................................

andModus Projects Pty Ltd A.B.N. 63 143 167 159

This Agreement is made on the ................ day of ................................., 20.........

Modus Projects Pty Ltd of the one part

SIGNED for and on behalf of Modus Projects Pty Ltd by:

_______________________________ _____________________________
Print Name Signature

who is duly authorised to sign in the presence of:

_______________________________ _____________________________
Print Witness Name Witness Signature

and

(theSubcontractor) of the other part.

SIGNED for and on behalf of the Subcontractor by:

_______________________________ X _____________________________
Print Name Signature

_______________________________
Position

who is duly authorised to sign in that capacity in the presence of:

_______________________________ _____________________________
Print Witness Name Witness Signature

The parties will be deemed to have signed these terms and conditions if the Subcontract commences work after the
placement of an order and for the purposes of this agreement, the contract will be deemed to be binding on the parties in
all respects. All services and or products will be supplied at the agreed attached schedule of rates, or to the amount shown
on the applicable individual purchase order.

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1. Performance of Services
6.2 Rectification of Defaults
The Subcontractor/Supplier agrees to perform the services and/or works and/or
provide goods as described in the purchase order for Modus Projects Pty Ltd,
which are to commence on the commencement date and be completed on or
before the completion date. The Subcontractor/Supplier warrants that he and
each of his workers and any subcontractors have the necessary qualifications to
complete the services and/or works and/or provide goods.
1.1 Performance of works on termination
The Subcontractor/Supplier agrees that they shall not perform the services
and/or works and/or provide goods direct to Modus Projects clients similar or
the same as that which are supplied to the customer via Modus Projects for a
period of no less than two years from final engagement via Modus Projects Pty
Ltd.
1.2 Necessary Works 7.
All services and/or works which are necessary for the completion of this
Agreement shall be executed by the Subcontractor/Supplier without extra
charge.
2. Lump Sum Price/Schedule of Rates
The Lump Sum Prices and/or Schedule of Rates are those rates set out in the 8.
Purchase Order and shall be firm and not subject to rise and fall or any
escalation of costs whatsoever.
3. Payment
3.1 Submission of Tax Invoices
Within seven (7) days after the end of each period, the Subcontractor/Supplier
shallsubmit to Modus Projects Pty Ltd it’s invoice containingall necessary
information, including a breakdown of labour and material costs, to
processpayment together with all supportingdocumentation required by Modus
Projects Pty Ltd. The invoice should be acomplying ‘Tax Invoice’ which
mustclearly display the Modus Projects order number, the 9.
Subcontractors/SuppliersABN and GST inclusive price.
3.2 Progress Payments
Any amounts payable by Modus Projects Pty Ltd to the Subcontractor/Supplier
pursuant to a progress claim shall be paid by Modus Projects within thirty (30) 10. Entire Agreement
days of receipt of the invoice subject to any rights Modus Projects Pty Ltd has to
withhold or make deductions.
3.3 Payment Terms
Payments are made 30 days from the Subcontractor/supplier statement date
11. Notices
i.e. all invoices dated in the current month will be paid on the last day of the
following month, subject to all relevant paperwork being submitted with the tax
invoice. Modus Projects Pty Ltd will not be liable for any penalties applied to late
payment if the cause of the delay is the result of missing or incomplete
12. Governing Law
paperwork. Modus Projects Pty Ltd reserves the right to withhold payment in the
event of the Subcontractor/suppliers’ work not being completed to the
standard(s) as required by Modus Projects Pty Ltd’s and/or its client(s).
13. Conflict of Documents and Incorporation of Head Contract and Other
4. Variations
Modus Projects Pty Ltd may at any time, request from the
Subcontractor/Supplier, a variation to the works which shall either be an
increase or decrease in the Contract value and no variation shall be valid unless
approved in writing by Modus Projects Pty Ltd.
5. Health, Safety and Environment
The Subcontractor/Supplier shall at all times carry out its obligations under this 14. Liquidated Damages
Agreement with the highest regard for the Health and Safety of all personnel
and for the Environment, at the works area and shall comply with all Health,
Safety & Environmental requirements provided for in the Head Contract
between Modus Projects Pty Ltd and it’s client and all appropriate Occupational
Health and Safety & Environmental legislation. It is the responsibility of the 15. General Requirements
Contractor to ensure that each of its employees supplying services to Modus
Projects is inducted accordingly. Any associated fees for inductions are the
responsibility of the contracting company.
5.1 Hazard and Risk Assessment
A Hazard Identification and Risk Assessment form is to be completed before
any site works commence or when the existing conditions of the working
environment change significantly.
6. Default by Subcontractor/Supplier
6.1 If the Subcontractor/Supplier at any time:
a) Fails to carry out or supply the goods or servicesand/or works with due
diligence to the reasonable satisfaction of Modus Projects Pty Ltd; or
b) Makes default in the performance or observance of any obligation contained
in this Agreement or in the Purchase Order; or
c) Refuses or neglects to carry out any instruction or goes bankrupt or into
liquidation or enters into an arrangement with its creditors then; The
Subcontractor/Supplier shall be deemed to be in Default.
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Modus Projects Pty Ltd
Service Level Agreement
If the Subcontractor/Supplier fails within 14 days after receiving notice to rectify
any default then Modus Projects Pty Ltd at the cost of the
Subcontractor/Supplier may (without prejudice to any other rights that it may
have under the Agreement or otherwise) exercise all or any of the following
powers:
a) Suspend all payments.
b) Engage another Subcontractor/ Supplier to perform the works and/or
supply the goods. If Modus Projects Pty Ltd is required to engageanother
Subcontractor/Supplier then it will be at the cost of the
Subcontractor/Supplier.
c) Terminate this Agreement. Upon termination the Subcontractor/ Supplier
shall not be entitled to any damages whatsoever.
Subcontracting and Assignment
The Subcontractor/Supplier shall not subcontract or assign any part of the
services and/or works and/or supply of goods without prior written consent of
Modus Projects Pty Ltd. In the event of reassignment of works, Modus Projects
has the right to accept the lesser price or engage the third party directly.
Subcontractor/Supplier Risk and Insurance
8.1 Maintain Current Insurances
The Subcontractor/Supplier will take out and maintain current during the
performance of the services and/or works, such insurances as required but in
any event shall take out and maintain all statutory insurances for work related
injuries and public liability in the amount specified by Modus Projects Pty Ltd.
8.2 Provide Certificates of Currency
The Subcontractor/Supplier shall provide to Modus Projects Pty Ltd prior to
commencement of services and/or works, certificates of currency for all relevant
insurances.
Compliance with Statutory Requirements
The Subcontractor/Supplier shall comply with all statutory requirements either
State (or Territory) and Federal as relates to the services and/or works.
This Agreement and associated purchase order is the entire agreement
between the parties and no oral representation shall have any effect or
relevance.
All notices shall be in writing and may be given and served by delivering the
same to or despatching the same by fax or by mail.
This Agreement shall be deemed to have been made in the relevant State (or
Territory) of Australia and shall be subject to the laws of that State (or Territory).
Documents by reference
The Subcontractor/Supplier agrees to be bound by those provisions of the Head
Contract as have been provided to the Subcontractor/Supplier by Modus
Projects Pty Ltd and the Head Contract Conditions shall take precedence in the
event of a conflict or ambiguity between the Head Contract Conditions and
these Terms and Conditions.
The Subcontractor/Supplier shall indemnify Modus Projects Pty Ltd for any
liquidated damages sustained by Modus Projects Pty Ltd under the Head
Contract as a consequence of any delay caused by the Subcontractor/Supplier.
When applicable, all installation and/or maintenance works are to be carried out
in accordance with the following:
15.1 Installation Status Reports
15.2 Safe Work Method Statements (SWMS)
15.3 Installation Requirements document
15.4 Commissioning Checklists.
15.5 Australian Standard relevant to your trade at any point in time
15.6 Wiring Diagrams and Installation Guides.
15.7 Scope of Work
15.8 Project Specification
15.9 Works Program
15.10 Statutory Regulations
15.11 Site specific requirements
15.12 Relevant Drawings
15.13 BCA Volume One Class 2-9 Building and BCA Volume Two Class 1 and
10 Building
15.14 Modus Projects Service Standards and Code of Conduct
A.B.N. 63 143 167 159
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 Modus Projects Pty Ltd
Service Level Agreement

16. Confidential Information times will be) the property of Modus Projects Pty Ltd even if suggestions,
The term “PROPRIETARY INFORMATION” means any information or material comments, and/or ideas made by the Supplier/Subcontractorare incorporated
which is proprietary to Modus Projects Pty Ltd, whether or not owned or into the PROPRIETARY INFORMATION or related materials during the
developed by Modus Projects Pty Ltd, which is not generally known other than period of this Agreement.
to Modus Projects Pty Ltd, and which the Recipient may obtain through any
direct or indirect contact withModus Projects Pty Ltd. 16.5 Assignment of New Intellectual Property
a. PROPRIETARY INFORMATION includes without limitation: Modus Projects Pty Ltd will retain ownership of intellectual property
i. business records and plans developed in conjunction with any business engagement between Modus
ii. financial statements Projects Pty Ltd and the Supplier/Subcontractorif specifically customised for
iii. customer lists and records Modus Projects Pty Ltd.
iv. trade secrets
v. technical information 16.6 Non-Compete Covenant
vi. products The Supplier/Subcontractoragrees, from the date of this agreement and for a
vii. copyrights and other intellectual property period of twelve (12) months after conclusion of any dealings between the
viii. legal documents Supplier/Subcontractorand Modus Projects Pty Ltd, that they will not directly
ix. strategies or indirectly approach, solicit or accept work in any form from clients of the
x. related communications Modus Projects Pty Ltd or a direct competitor of the Modus Projects Pty Ltd.

16.1 Protection of Confidential Information 16.7 Duration of Agreement

The Subcontractor/Supplier understands and acknowledges that the The Supplier/Subcontractoracknowledges and agrees that its obligations
PROPRIETARY INFORMATION has been developed or obtained by Modus under this agreement will survive the termination or expiration of engagement
Projects Pty Ltd by the investment of significant time, effort and expense, and between the Supplier/Subcontractorand the Modus Projects Pty Ltd and will
that the PROPRIETARY INFORMATION is a valuable, special and unique continue for a period of two years from the date of disclosure of the
asset of Modus Projects Pty Ltd which provides Modus Projects Pty Ltd with a PROPRIETARY INFORMATION.
significant competitive advantage, and needs to be protected from improper
disclosure. In consideration for the disclosure of the PROPRIETARY 16.8 Remedy for Non-Compliance
INFORMATION, the Supplier/Subcontractor agrees to hold in confidence and If the Company believes the Supplier/Subcontractoris in default of this
to not disclose the PROPRIETARY INFORMATION to any person or entity Agreement, legal remedies may be sought against the Recipient.
without the prior written consent of Modus Projects Pty Ltd. In addition, the
Recipient agrees that: 16.9 General Provisions
This Agreement sets forth the entire understanding of the parties regarding
a. No Copying/Modifying. The Supplier/Subcontractor will not copy or confidentiality. Any amendments must be in writing and signed by both
modify any PROPRIETARY INFORMATION without the prior written parties. This Agreement shall be construed under the laws of the State of
consent of Modus Projects Pty Ltd. New South Wales. This Agreement shall not be assignable by either party,
and neither party may delegate its duties under this Agreement, without the
b. Application to Employees or Subcontractors. Further, the prior written consent of the other party.
Supplier/Subcontractor shall not disclose any PROPRIETARY
INFORMATION to any associates, members, employees, or
subcontractors of the Recipient, except those employees or
subcontractors who are required to have the PROPRIETARY
INFORMATION in order to perform their duties in connection with the
limited purposes of this Agreement. Each permitted employee,
subcontractor, member or associate to whom PROPRIETARY
INFORMATION is disclosed shall sign a non-disclosure agreement
substantially the same as this Agreement at the request of Modus
Projects Pty Ltd.

c. Unauthorized Disclosure of Information. If it appears that the

Supplier/Subcontractor or the Supplier/Subcontractoremployees,
subcontractors, members or associates has disclosed (or has threatened
to disclose) PROPRIETARY INFORMATION in violation of this
Agreement, Modus Projects Pty Ltd shall be entitled to an injunction to
restrain the Supplier/Subcontractorfrom disclosing, in whole or in part,
the PROPRIETARY INFORMATION. Modus Projects Pty Ltd shall not be
prohibited by this provision from pursuing other remedies, including
claims for losses and damages, legal fees and court costs.

d. Security and Control.The Supplier/Subcontractormust take all reasonable

and necessary steps necessary to ensure that the PROPRIETARY
INFORMATION is kept secure and protected at all times from any
unauthorised use or access.

16.2 Return of Confidential Information

Upon the written request of Modus Projects Pty Ltd, the
Supplier/Subcontractorshall return to the Company all written materials
containing the PROPRIETARY INFORMATION. The
Supplier/Subcontractorshall also deliver to Modus Projects Pty Ltd written
statements signed by the Supplier/Subcontractorcertifying that all materials
have been returned within five (5) days of receipt of the request.

16.3 Relationship of Parties

Neither party has an obligation under this Agreement to purchase any service
or item from the other party, or commercially offer any products using or
incorporating the PROPRIETARY INFORMATION. This Agreement does not
create any agency, partnership, or joint venture.

16.4 Limited License to Use

The Supplier/Subcontractorshall not acquire any intellectual property rights
under this Agreement except the limited right to use set out above, the
Supplier/Subcontractoracknowledges that, as between Modus Projects Pty
Ltd and the Supplier/Subcontractor, the PROPRIETARY INFORMATION and
all related copyrights and other intellectual property rights, are (and at all

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