You are on page 1of 16

Service Agreement

(for use with contractors who are individuals)

Elders Rural Services Australia Limited


ABN 72 004 045 121

And

Revanth Kumar Damarla


ABN 26 571 679 959

Page 1 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
Schedule to the Service Agreement

Item 1 Name of Service Provider

Revanth Kumar Damarla

Item 2 Address of Service Provider

Revanth Kumar Damarla


Flat 5, 47 Rose Street
Box Hill, Victoria, 3128

Item 3 Elders Supervisor

Phil Mason, Planning Manager

Item 4 Services to be provided by the Service Provider

As set out in the Work Order

Item 5 Premises

Elders Forestry
Level 1, 21-31 Goodwood Street
Richmond, Victoria, 3121

Item 6 Equipment and Services provided by Service Provider

N/A

Item 7 Equipment and Services provided by Elders to Service


Provider

Elders Laptop and Network Access

Item 8 Service Provider ABN

26 571 679 959

Page 2 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
Item 9 Worker’s Compensation Insurance

Name of insurer: [insert Name]

Policy Number: [insert number]

Expiry Date: [insert Expiry Date]

Item 10 Professional Indemnity Insurance

Amount Required : $5,000,000 any one claim (incl GST)

Name of Insurer: [insert]

Policy Number: [insert]

Expiry Date: [insert]

Deductible: not more than [insert] per claim

Item 11 Public Liability Insurance

Amount Required: $5,000,000 any one claim (incl GST)

Name of Insurer: [insert]

Policy Number: [insert]

Expiry Date: [insert]

Deductible: not more than [insert] per claim

Item 12 Commencement Date

24 January 2011

Item 13 Finish Date

20 January 2012

Item 14 Fee

$360 per day

Page 3 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
Item 15 Rendering of Invoices

Monthly

Item 16 Time for Payment of Invoices

By the end of the month following the month of receipt of invoice

Item 17 Notice of Termination of Agreement by Elders

1 Week

Item 18 Special Conditions

N/A

Page 4 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
Executed as an Agreement on date 201[x]

Executed by Elders Rural Services Australia Limited in accordance with s127 of the
Corporations Act 2001 (Cth):

………………………………………. ……………………………………….
Director Director/Secretary

………………………………………. ……………………………………….
Print Name Print Name

Executed by Revanth Damarla in the presence of:

………………………………………. ……………………………………….
Witness Service Provider

……………………………………….
Print Name

Page 5 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
This SERVICE AGREEMENT is made between

Elders Rural Services Australia Limited (ABN 72 004 045 121) of Level 3,27 Currie Street, ADELAIDE, SA, 5000
(Elders)

AND

The party named in Item 1 of the address stated in Item 2 (The Service Provider).

INTRODUCTION

The Service Provider has agreed to provide the Services to Elders in accordance with this Agreement.

IT IS AGREED

Term of Agreement

1.1. Elders engages the Service Provider to provide the Services to Elders at the Premises during the Term.

1.2. The parties may agree to continue this agreement beyond the Initial Term. If engagement of the Service Provider
continues after the Initial Term but the parties have not agreed in writing as to the terms to apply for the further
period of engagement, then the engagement will continue on the same terms as this Agreement including the
right of Elders to terminate the Agreement without cause in accordance with Clause 13.

2. Performance of Services

2.1. Elders may, from time to time during the Term issue a Work Order to the Service Provider requiring the Service
Provider to provide the Services to Elders.

2.2. The Service Provider will provide the Services to Elders.

2.3. The Service Provider will ensure that it carries out the Services as specified to the best of their ability in a timely,
efficient and professional manner and observe the ethics that apply to their profession and within the Business.

2.4. The Service Provider will not delegate the performance of the Services to any other person.

2.5. The Service Provider warrants that it has the qualifications, skills, experience and ability to carry out the
obligations set out in this Agreement and to provide the Services to Elders.

2.6. The Service Provider will perform the Services in accordance with any direction given by Elders and will provide
written reports as and when required.

2.7. The Service Provider will not take holidays without the consent of the Elders Supervisor, which consent will not be
unreasonably withheld.

3. Safety and Security

3.1. The Service Provider is allowed all reasonable access to the Premises for the purpose of performing the Services.

3.2. The Service Provider must comply with all directions, procedures and policies relating to Occupational Health,
Safety and Welfare as well as security when using Elders premises, facilities and equipment.

4. Fees and Expenses

4.1. The Fee chargeable by the Service Provider for provision of Services is set out in Item 14.

4.2. The Service Provider will provide timesheets, at the same time as it provides the relevant invoice, recording start
and finish times on each day upon which Services are provided.

4.3. If Item 14 indicates that the Fee is a daily rate, then the Fee assumes a minimum 8 hour day and Elders reserves
the right to pro rate the Fee for any particular day where the time sheet as referred to in Clause 4.2 indicates that
less than 8 hours was worked on that day.

4.4. Any expenses incurred by the Service Provider in performing the Services will not be reimbursed by Elders
unless:

Page 6 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
4.4.1 Elders has approved that expense in writing prior to the expenditure; and

4.4.2 the Service Provider has provided proof of expenditure acceptable to Elders.

4.5. The Service Provider must issue tax invoices to Elders in accordance with in Item 15, provided that any such
invoice is issued before GST that is payable in respect of any taxable supply becomes due.

5. Warranty and Indemnity

5.1. The Service Provider will indemnify Elders, its Related Bodies Corporate, officers and employees and contractors
from and against any loss, damage and expense (including legal costs) arising from any claim, demand, action,
suit or proceeding that may be brought by any person against Elders, its Related Bodies Corporate, officers and
employees or contractors for or in respect of personal injury to or the death of any person or any loss or damage
of any kind whatsoever arising out of or as a consequence of any negligent, fraudulent or wilfully wrong act or
omission by the Service Provider in the performance of this Agreement or the Services.

5.2. The Service Provider warrants that in the performance of the Services it will not infringe any industrial or
Intellectual Property rights of any person. The Service Provider will indemnify and at all times keep Elders and its
Related Bodies Corporate indemnified against any loss, damage or expense (including legal costs) arising from
any action, claim, suit or demand in connection with a breach of this warranty.

5.3. The Service Provider warrants that in the performance of the Services it will comply with all applicable laws. The
Service Provider will indemnify and at all times keep Elders and its Related Bodies Corporate indemnified against
any loss, damage or expense (including legal costs) arising from any action, claim, suit or demand in connection
with a breach of this warranty.

5.4. Without limiting clauses to (inclusive), if the Service Provider breaches its obligations to Elders under this
agreement (including any express or implied warranties) then Elders may, in its sole discretion, require the
Service Provider to:

5.4.1. supply the Services again, without any additional cost to Elders;

5.4.2. pay Elders the cost of having the Services supplied again by another party; or

5.4.3. reimburse any payment made by Elders, or cancel any invoice issued to Elders, in respect of the Service

6. Non-Exclusivity

6.1. This Agreement is non-exclusive and Elders may engage any other person to perform the same or similar
services to the Services to be performed by the Service Provider under this Agreement.

7. Equipment and Services

7.1. The Service Provider will provide the equipment and services specified in Item 6.

7.2. Elders will provide the Service Provider with the equipment and services specified in Item 7.

8. Entitlements of Service Provider’s Employees

8.1. The Service Provider agrees it:

8.1.1. has and will maintain during the terms of this Agreement, a current worker’s compensation insurance
policy (the details of which are specified in Item 9) and will pay premiums as and when they fall due;

8.1.2.is responsible for the payment of any sick, annual and long service leave entitlement;
8.1.3.will deduct and remit PAYG income tax instalment deductions;
8.1.4.will pay fringe benefits tax, superannuation and other statutory charges,
to or regarding its employees.

8.2. None of the amounts referred to in Clause 8.1 are recoverable by the Service Provider from Elders. If Elders has
an obligation to pay any employee entitlement or statutory charge in respect of the Service Provider’s employee
entitlement or statutory charge in respect of the Service Provider’s employees, the Service Provider will pay the
entitlement or charge on Elders’ behalf and the Fee will be reduced by a corresponding amount.

Page 7 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
8.3. Elders may, depending upon the circumstances of the Service Provider, have a statutory liability to pay payroll tax
or workers compensation premiums in respect of the provision of the Services. The Service Provider will notify
Elders of the circumstances of, and any change in the circumstances of the Service Provider, which may affect the
liability of Elders.

8.4. The Service Provider indemnifies Elders in respect of any fine, penalty or other charge imposed on Elders as a
result of non-compliance of the Service Provider with Clause 8.1 or Clause 8.2 or Clause 8.3.

9. Goods and Services Tax

9.1. If GST is payable by a supplier on a supply made under this agreement, then, to the extent that:

9.1.1. the consideration is expressed as an amount of money (the Monetary Consideration) for that supply
and is not stated to include an amount in respect of GST; or

9.1.2. the amount of GST stated to be included in the Monetary Consideration is less than the amount of the GST
liability actually incurred by the supplier in respect of that supply,

the supplier may increase the Monetary Consideration by the applicable amount of GST and the recipient must
pay that increased amount at the same time and to the same extent as any part of the Monetary Consideration
that is payable to the supplier in respect of the supply.

9.2. Where any expenses incurred by a supplier are to be reimbursed by the recipient under this agreement, the
reimbursable amount shall be determined as follows:

9.2.1. first, any amount which the supplier is entitled to claim as an input tax credit shall be deducted from the
consideration payable by the supplier of the expense item to arrive at an “Actual Cost”; and

9.2.2. second, the Actual Cost shall be increased by and to the extent of the amount of GST payable by the
supplier in respect of the supply to the recipient for which the expense item is Monetary Consideration.

9.3. If the GST payable by the supplier on a taxable supply is varied pursuant to any change in legislation, the
consideration payable under this agreement must be increased or decreased to reflect that variation of the GST.

9.4. If an amount paid to the supplier on account of GST under this clause is greater than the GST actually payable by
the supplier, and the recipient is liable to pay an amount of GST to the Commissioner on account of over claimed
input tax credits, the supplier indemnifies the recipient to the extent of input tax credits over claimed.

9.5. Elders agrees to make payments without set-off or counter claim and free and clear of any withholding or
deduction for taxes unless prohibited by law. If any withholding or deduction of taxes is required by law, Elders is
only required to pay the Service Provider the amount of the payment less the amount of the taxes withheld or
deducted.

10. Insurance

10.1. The Service Provider has, and will maintain during the Term, Public Liability insurance cover (the policy details of
which are specified in Item 11) on behalf of itself and its employees. The Service Provider must notify Elders prior
to lapse of cancellation of the policy.

10.2. The Service Provider has and will maintain during the term of this Agreement professional indemnify insurance
cover (the policy details of which are specified in Item 10) on behalf of itself and its employees. The Service
Provider must notify Elders prior to lapse of cancellation of the policy.

10.3. The Service Provider must provide Elders proof of any insurance cover required to be held by it under this
Agreement upon request by Elders.

11. General Responsibilities of the Service Provider

11.1. Without limiting any other provision of this Agreement the Service Provider will at all times during its engagement:

11.1.1. exercise the utmost good faith in all transactions relating to Elders;
11.1.2. give to Elders a just and faithful account of those transactions as requested; and
11.1.3. not at any time intentionally do anything which directly or indirectly impairs or is likely to impair the good
name and reputation of Elders or the Business.

12. Termination

Page 8 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
12.1. Elders may terminate this Agreement at any time for any reason whatsoever by providing notice to the other party
of not less than the period specified in Item 17.

12.2. Subject to Clause 12.3, Elders may terminate this Agreement immediately without prior notice by paying the
Service Provider in lieu of notice an amount equal to the Fee payable to the Service Provider for the period
specified in Item 17 or for the balance of the Term if that Term is less than the period specified in Item 17.

12.3. Elders may terminate this agreement immediately without prior notice of the termination and without any payment
in lieu of notice if:

12.3.1 the Service Provider:

(a) is charged with any criminal offence;

(b) is guilty of serious misconduct;

(c) refuses, or in a material way fails, to perform his or her duties as required by Elders under this
Agreement;

(d) becomes bankrupt or makes a composition or arrangement with creditors generally or takes
advantage of any statute of the relief of insolvent debtors;

(e) is incapacitated by illness or injury from performing the duties under this Agreement for a
period of 3 consecutive weeks; or

(g) has, in the reasonable opinion of Elders, a conflict of interest in respect of performing the
services to Elders; or

12.3.2 the Service Provider is in the breach of any of the terms of this Agreement and fails to rectify that beach
after having been given written notice of the nature of the breach and requiring it to be rectified within 7
days after the giving of that notice.

13. Duty to Deliver Up Material

13.1. The Service Provider will immediately at the direction of Elders in is sole discretion, deliver up to Elders or destroy
(and provide of evidence of such destruction) all documents, notes, disks, access keys and other material
(including Confidential Information) which are in the possession or custody or under the control of the Service
Provider relating in whole or in part to the affairs of Elders or the Business.

14. Intellectual Property

14.1. The Service Provider acknowledges that Elders is the proprietor (or licensee) of all intellectual property provided
to the Service Provider and that such Intellectual Property is supplied to the Service Provider for the purposes of
this Agreement only.

14.2. The Service Provider may not make, use of or reproduce any of the Intellectual Property the property of Elders
without the written approval of Elders.

14.3. Elders will exclusively own and be entitled to the benefit of all Intellectual Property developed by the Service
Provider arising out of the operation to this Agreement or in the course of provision of the Services.

14.4. The Service Provider agrees to and hereby assigns to Elders all of its rights to or interests in any of the
Intellectual Property developed by the Service Provider under this Agreement.

14.5. The Service Provider will do all things necessary and required by Elders for the proper application or protection of
the Intellectual Property developed by the Service Provider under this Agreement, including but not limited to,
execution of all documents or assignments and provision of all necessary information, records or material to
Elders or any other party.

14.6. Nothing in this Agreement is deemed to grant the Service Provider any right or license in respect of any
Intellectual Property owned by Elders or developed by the Service Provider under this Agreement.

14.7. To the extent that the Service Provider is an author within the meaning of the Copyright Act 1968 (Cth), the
Service Provider hereby agrees to waive his or her moral rights and unconditionally and irrevocably consents to
any acts or omissions by Elders which would otherwise infringe the moral rights of the Service Provider. The
Service Provider’s consent is provided in respect of any works (including future works) created by the Service
Provider pursuant to this Agreement and whilst undertaking the Services. Without limiting the foregoing the
Service Provider’s consent is given in relation to the following acts or omissions of Elders, whether occurring
before or after the consent is given:

14.7.1 Elders may be named as the author of the work;

14.7.2 Elders may reproduce the work in a material form;


Page 9 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
14.7.3 Elders may disclose, publish, transmit, exhibit or communicate the work;

14.7.4 Elders may make an adaption of the work or any part of the work;

14.7.5 Elders may deal with the work, including selling, licensing and distributing the work;

14.7.6 Elders may for any act or thing which may constitute derogatory treatment of the work; and

14.7.7 Elders may do any act or thing in relation to the work anywhere in the world without making any
identification of the Nominated Person in relation to those works.

15. Confidentiality

15.1. The Service Provider must:

15.1.1. treat Confidential Information as secret and confidential and as the property solely of Elders and
maintain and take all steps necessary to keep all Confidential Information confidential and secure;

15.1.2. not use or disclose Confidential Information for any purpose other than the performance of its
obligations pursuant of this Agreement;

15.1.3. restrict the disclosure of Confidential Information to any staff of the Service Provider who require
Confidential Information to enable the Service Provider to perform its obligations pursuant to this
Agreement;

15.1.4. ensure that each person to whom confidential information has been disclosed by the Service Provider
complies with the obligations of the Service Provider under this Clause 15;

15.1.5. not disclose Confidential Information, (other than the persons referred to in clause 15.1.3) without the
prior written consent of Elders; and

15.1.6. immediately notify Elders in writing if any person has disclosed or is suspected by the Service Provider
of disclosing or intending to disclose any Confidential Information to any other person otherwise than in
accordance with this Clause 15.

15.2. Clause 15.1 does not apply to Confidential Information where the Service Provider proves to the reasonable
satisfaction of Elders that that Confidential Information:

15.2.1. Is publicly available at the Commencement Date or becomes publicly available subsequent to the
Commencement Date without breach of this Agreement;

15.2.2. Was obtained by the Service Provider from a third party without breach by that third party of any
obligation of confidence concerning that Confidential Information; or

15.2.3. Was already in the Service Provider’s possession (as evidenced from written records) when provided or
disclosed by Elders.

15.3. If the Service Provider is required, or anticipates that it may be required, by law or by a court to disclose
Confidential Information, the Service Provider will immediately notify Elders of the actual or anticipated
requirement or use its best endeavours (without of breach of any applicable law) to delay and withhold disclosure
until Elders has a reasonable opportunity to oppose disclosure by lawful means.

15.4. The Service Provider acknowledges that:

15.4.1. the Confidential Information is at all times the property of Elders;

15.4.2. a breach of Clause 15 would be harmful to the business interests of Elders;

15.4.3. monetary damages alone would not be a sufficient remedy for a breach of this Clause 15; and

15.4.4. in addition to any other remedy which may be available in law or equity, Elders is entitled to enter
interim, interlocutory and permanent injunctions or any of them to prevent breach of this Clause 16 and
to compel specific performance of it.

15.5. The Service Provider will at the request of Elders sign a Confidentiality Deed or any other document containing
provisions similar to the provisions in Clause 15 in favour of any Related Body Corporate or existing or potential
customer, supplier, service provider, agent, joint venture partner, licensor or licensee of Elders.

Page 10 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
16. Full Effect

16.1. Each party will promptly at its own cost do all things (including executing all documents) necessary or desirable to
give full effect to this agreement.

17. Public Statements

17.1. The Service Provider will not in any circumstances make any statement to or provide any information to any form
of media which may concern in any way Elders its Related Bodies Corporate or the Services performed for Elders
or any other matters referred to in this Agreement without first having obtained written consent from Elders to do
so and that it will direct any media enquiries to Elders Media Relations Officer or such person as nominated by
Elders from time to time.

18. No Share Trading during Embargo Periods

18.1. The Service Provider will not trade in shares and securities of the Company and its Related Bodies Corporate
during periods when the Company applies a share trading embargo on its employees.

18.2. The Service Provider will not rely on Confidential Information in trading in shares and securities of the Company
and its Related Bodies Corporate at any time including after the termination of this Agreement.

19. Conflict of Interest

19.1. The Service Provider warrants that, as at the date of entering into this Agreement, no conflict of interest exists or
is likely to arise in the performance of its obligations under this Agreement. If during the term of this Agreement a
conflict or risk of conflict of interest arises, the Service Provider undertakes to notify Elders immediately in writing
of the conflict, or risk of conflict.

20. Restraint

20.1. The Service Provider agrees that it shall not during the term of this Agreement or subsequent to its termination,
without the prior written consent of Elders, whether directly or indirectly or by itself or through an agent or
corporate entity with which it is associated, on its own account or on behalf of any other person, in any way entice
or attempt to entice away from Elders any employee:

21.1.1 for a period of 12 months after the termination of this Agreement.

20.2. The Service Provider warrants to Elders that while providing the Services to Elders pursuant to this Agreement it
will not:

21.2.1 become engaged by, interested in or concerned with, or

21.2.2 assist or consult to; or

21.2.3 promote products or services of,

any other business similar to or in competition with the Business without the prior written consent of Elders which
may not be reasonably withheld.

20.3. The restraints contained in this clause 20 shall be regarded as separate, distinct and severable so that the
unenforceability of any restraint in respect of any one or more of such restraints shall in no way affect the
enforceability of the restraints in respect of any restraint.

21. No Partnership or Employment

21.1. The Service Provider acknowledges that is has no authority to bind Elders without Elders’ written consent.

21.2. This Agreement does not create a relationship of employee and employer, partnership or joint venture between
the Service Provider and Elders and the parties acknowledge that the Service Provider enters into this Agreement
as an independent contractor and retains the ultimate responsibility for management and direction in relation to
the provision of the Services.

21.3. To the extent that a Related Body Corporate has rights under this Agreement, Elders holds those rights as
trustee.

22. No Assignment or Subcontract

22.1. Neither party to this Agreement may assign, sub-contract or otherwise deal with the whole or any part of it except
with the prior written consent of the other party. Where approval to subcontract is given, the Service Provider
remains liable for the performance of the Services.

Page 11 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
23. Dispute Resolution

23.1. Unless a party has complied with Clause 23.2, 23.3 and 23.4 that party may not commence court proceedings
relating to any dispute under this Agreement, except where that party seeks urgent interlocutory relief.

23.2. If there is a dispute under this Agreement, the parties will negotiate in good faith to resolve the dispute in a spirit
of goodwill and compromise.

23.3. If there is dispute under this Agreement that is not resolved in accordance with Clause 23.2, either party may give
written notice to the other party stating that it is a notice under this Clause 23 and specifying the dispute.

23.4. If the dispute is not settled by agreement within 14 days after the notice referred to in Clause 23.3 is given, the
parties will appoint a mediator and will seek in good faith to settle the dispute through mediation. If the parties are
unable to agree upon a mediator within 14 days after the expiration of the initial 14 days referred to in this Clause
23.4 the mediator will be one appointed by the Law Society of South Australia.

24. Variation

24.1. This Agreement may only be varied by written agreement between the parties.

25. Entire Understanding

25.1. This Agreement:

25.1.1 contains or incorporates by reference the entire agreement and understanding between the parties on
everything connected with the subject matter of this Agreement; and

25.1.2 supersedes and merges any prior agreement or understanding on anything connected with that subject
matter.

25.2. Each party has entered into this Agreement without relying on any representation by any other party or any other
person purporting to represent that party.

26. Notices

26.1. A notice or other communication (notice) connected with this Agreement has no legal effect unless it is in writing
and:

26.1.1. delivered by hand at the address for service of the addressee;

26.1.2. sent by post, postage pre-paid to the address for service of the addressee; or

26.1.3. sent by facsimile to the facsimile number of the addressee.

26.2. A notice is deemed given and received:

26.2.1. if delivered, upon delivery;


26.2.2. if sent by post, on the 2 nd
Business Day (at the address to which it is posted) after posting; or

26.2.3. if sent by facsimile, on the Business Day on which it is sent, unless it is sent after 4 pm at the place of
receipt, in which case on the next Business Day at the place of receipt.

27. Governing Law and Jurisdiction

27.1. The law of South Australia governs this Agreement and the parties submit to the non-exclusive jurisdiction of the
courts of South Australia and the Federal Court of Australia, Adelaide Registry.

28. Survival

28.1. Clauses 5, 13, 14, 15, 20 and 29 of the Agreement will remain in full force and effect and will survive the
termination or expiry of this Agreement.

29. Privacy

29.1. The Service Provider must:

29.1.1. comply with the Privacy Act 1998 (Cth) in providing services under this Agreement;

Page 12 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
29.1.2. use any personal information provided by, or collected on behalf of Elders, only for the purpose for
which it is provided or collected, and not use or disclose that information for any other purpose except
with Elders’ written authority;

29.1.3. take reasonable steps to protect any personal information that the Service Provider holds on Elders behalf
from misuse and loss and from unauthorised access, modification or disclosure; and

29.1.4. otherwise comply with the reasonable directions of Elders relating to the tracking of personal information.

30. Special Conditions

30.1. Any special conditions appearing in Item 18 form part of this Agreement.

31. Definitions and Interpretations

31.1. Definitions

Unless the context otherwise requires:

31.1.1. Additional Term means any period for which this agreement continues after the Finish Date under
clause 1.2;

31.1.2. Business means the business of Elders and its Related Bodies Corporate from time to time;
31.1.3. Business Day means a day that is not a Saturday, Sunday or any other day which is a gazetted public
holiday or a bank holiday in the place in which an act is done or to be done;

31.1.4. Commencement Date means the date set out in Item 12;
31.1.5. Company means Elders Rural Services Australia Limited (ABN 72 004 045 121);
31.1.6. Confidential Information means information of every kind:
1) concerning in any way connected with:

i) Elders or any Related Body Corporate; or

ii) The Business, property or affairs of Elders or any Related Body Corporate;

2) which is the property of Elders or any Related body Corporate of Elders;

3) which is disclosed in writing, orally or by any other means by Elders or by any person on
Elders’ behalf to the Service Provider or any employee or agent of the Service Provider or
which comes to the knowledge of the Service Provider or any officer or agent of the Service
Provider by any means;

4) and shall include but not be limited to:

(a) existing or potential customers, suppliers, contractors, agents, joint venture parties,
partners, licensors or licensees of Elders;

(b) customer lists and information;

(c) supplier information;

(d) information emanating from or belonging to Elders or any existing or potential


customer, supplier, contractor, agent, joint venture party, partner, licensor or
licensee or Elders;

(e) all information which has been provided by a third party to Elders on the basis that it
is to be kept confidential;

(f) business plans;

(g) strategic business initiatives;

(h) information relating to business development and marketing activities;

(i) technical data and standards;

(j) technical advice and trade secrets;


Page 13 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
(k) service standards;

(l) data;

(m) correspondence;

(n) accounts;

(o) formulae, designs, drawings, specifications, inventions, devises and methods;

(p) price information;

(q) customer data and records;

(r) Elders’ information technology systems, technology, computer software;

(s) work processes;

(t) developments, experimental methodology and results; and

(u) any information relating to the Business, or Elders’ employees, shareholders,


customers or suppliers.

5) which is not public information or publicly distributed otherwise than in breach of this
Agreement.

31.1.7. Designs means any design within the meaning of the Designs Act 2003 (Cth);
31.1.8. Elders Supervisor means the person or persons filling the position(s) named in item 3 or such other
person as Elders may from time to time advise the Service Provider;

31.1.9. Finish Date means the natural expiry date of the agreement set out in Item 13 or any earlier termination
date;

31.1.10. GST means the same as in the GST Law.

31.1.11. GST Law means the same as "GST law" means in the A New Tax System (Goods &
Services Tax) Act 1999.

31.1.12. Initial Term means the period between the Commencement Date and the Finish Date (both
Inclusive);

31.1.13. Intellectual Property means the Works, the Designs, the Patents, the Trademarks and the
Confidential Information;

31.1.14. Patents means patents, patent applications, patented processes, patented products within
the meaning of the Patents Act 1990 (Cth);

31.1.15. Premises means the premises described in Item 5;

31.1.16. Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth);

31.1.17. Schedule means the Schedule to this Agreement;

31.1.18. Services means the services to be provided by the Service Provider described in Item 4 and
any other services reasonably required of the Service Provider by Elders;

31.1.19. Taxes means any present or future tax, levy, duty, charge, assessment, impost, reduction,
withholding or fee of any nature imposed by any authority together with interest on them and penalties
with respect to them (if any) and charges, fees or other amounts made on or in respect of them
excluding income tax, capital gains tax and GST but includes, without limitation, any carbon tax or
similar tax on greenhouse gas emissions;

31.1.20. Term means the Initial Term and any Additional Term;

31.1.21. Trademarks means any trade name, brand name, common law trademark or trademark
within the meaning of the Trade Marks Act 1995 (Cth);

Page 14 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
31.1.22. Work Order means a document substantially in the form set out in Attachment 1; and

31.1.23. Works means all programs, programming, literary, dramatic, musical and artistic work within
the meaning of the Copyright Act 1968 (Cth).

31.2. Interpretation

31.2.1. Reference to:

(a) a person includes a body corporate;

(b) a party includes the party’s executors, administrator, successors and permitted assigns;

(c) an “Item” is to an item in the Schedule; and

(d) a statute, regulation or provision of a statute or regulation (Statutory Provision) includes;

(i) the Statutory Provision as amended or re-enacted from time to time; and

(ii) a statute, regulation or provision enacted in replacement of that Statutory


Provision.

31.2.2. If an act must be done on a specified date which is not a Business Day, the act must be done instead
on the next Business Day.

31.2.3. Words defined in the GST Law have the same meaning in clauses concerning GST.

31.2.4. If a person is a member of a GST group, references to GST for which the person is liable and to input tax
credits to which that person is entitled include GST for which the representative member of the GST
group is liable and input tax credits to which the representative member is entitled.

31.2.5. References to GST extend to any notional liability of any person for GST and to any amount which is
treated as GST under the GST Law, and references to an input tax credit extend to any notional input
tax credit to which any person is entitled.

Page 15 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008
Attachment 1

Work Order

To: Revanth Damarla

In accordance with the terms of the Contractor Supply Agreement dated [insert] between
Elders Rural Services Australia Limited and you, Elders Rural Services Australia Limited
requires you to provide Services to Elders on the following terms:

1. Services:

TreeDB programming and support services

2. Start Date for Provision of Services:

24 January 2011

3. Estimated Duration of Provision of Services:

12 monthsss

……………………………………………………..
Signature of Authorised Signatory of
Elders Rural Services Australia Limited ACN 004 045 121

……… /……….. /………..

Page 16 of 16
Services Agreement - Individuals
V2: August 2010
Replaces Version: October 2008