3. Purpose
The Principal and the Contractor agree that the following terms and conditions will apply to the services to be performed by the Contractor under this Agreement:
4. Period
This Agreement will commence on signing by both parties and operate on an ongoing basis until terminated.
5. Services
The Contractor will provide to the Principal Services as set out in the Schedule of this Agreement (‘the Services’), subject to the terms and conditions of this Agreement.
The Contractor must provide the Services to the Principal in accordance with the requirements of the schedule. The Contractor must comply with any reasonable direction or instruction by the Principal.
The Contractor will report to the Principal, or the authorised representative of the Principal, as and when requested to do so, in respect of the performance of the Services. The Contractor will comply with all reasonable requests of the Principal to provide information or access required to comply with the Principal's obligations.
6. Payment
In consideration for the Contractor providing the Services to the Principal, the Principal will make the payment to the Contractor in accordance with the provisions of this clause.
Payments will be paid to the Contractor within 7 business days of the receipt of a GST-compliant invoice detailing the services provided in arrears and following verification by the Principal of the successful completion of those services. Payments will be subject to the Principal receiving payments from or on behalf of the Clients for the services provided.
7. Termination
This Agreement may be terminated by either party, if the Contract shall expire or be terminated for any reason, by the giving of 42 days written notice.
This Agreement may be terminated immediately on the occurrence of any one of the following events:
(a) upon the cessation of business of either party to this Agreement;
(b) the Contractor commits any material breach of this Agreement;
(c) the Contractor fails to comply with any relevant statutory or regulatory requirement;
(d) the Contractor fails to deliver the Services in a quality and timely manner as per the Schedule.
8. Setup costs
Upon expiry or termination of this Agreement within six(6) months of commencement, the Contractor shall reimburse the Principal for all non-recoverable setup costs incurred by the Principal in relation to the Contractor delivering the Services in this agreement, including, but not limited to, costs for Training Courses, Advertising, Uniforms, Access Passes and Keys, Certification, Insurance and similar. For this clause to apply to a termination initiated by the Principal, such termination must be in accord with at least one of 7(a), 7(b), 7(c) or 7(d).
9. Confidentiality
The Intellectual Property of each party prior to entering into this agreement shall remain the property of that party including any improvements thereto and that property will be kept confidential by the other party from any disclosure by the recipient to any other person or corporation in any form whatsoever during the currency of this agreement and for 12 months after the expiry or termination of this agreement unless with the prior written consent of the disclosing party.
Neither party may provide to a third party any data belonging to the other party without permission in writing from the other party. The data of each party shall remain in the possession of that party unless required for the undertaking of the business of the Principal during the event and in that case with the consent of the Principal.
Unless the one party otherwise agrees, all information about, or in any way relating to, that party, its business, transactions, affairs, techniques or processes, or its clients, which the other party obtains or learns during the currency of this agreement is confidential.
The Contractor acknowledges that confidential information is solely and exclusively the property of the Principal and vice versa.
Except as authorised or required by this Agreement, the Contractor shall not use or disclose, to any person or persons or Company any confidential information which it obtains or learns in the performance of the Services and vice versa.
The restrictions contained under this clause shall continue to apply for 12 months after the termination of this Agreement, but shall cease to apply to information which is in the public domain.
10. Property
All property, including, but not limited to, building passes, door keys, electronic and hard copy documents and copies thereof created by the Contractor under this Agreement, or which came into the possession of the Contractor pursuant to the performance of the Services, are the property of the Principal. All such property must be returned to the Principal immediately upon termination of this Agreement. As required by the Contract between the Principal and the Client, this property vests in the Principal.
11. Freedom to Contract
The Contractor will be free to enter into contracts with third parties for the provision of services by the Contractor to the third party while this Agreement is in force, subject to the Contractors not being placed in a conflict of interest, or in a possible conflict of interest, as between the Contractor’s obligations to the Principal under this Agreement.
If the Contractor becomes aware of any conflict of interest between this Agreement and any other work it has been offered or is undertaking, it must inform the Principal immediately in writing and take all steps as reasonably agreed with the Principal to resolve the conflict.
The Contractor agrees that in consideration of the contract and remuneration provided under this Agreement, while this Agreement is in force, and for 12 months after the Agreement ends, it will not as a sole trader, partner, manager, employee, director, consultant, advisor, shareholder, unitholder, trustee or with any other entity in which the Contractor may at any time have any direct or indirect interest do any of the following:
(a) compete with the Principal’s business, enter into business arrangements, advise, work for, consult with, provide services to, or in any way assist a competitor of the Principal within the geographic area located within a 5-kilometre radius of the Principal’s office(s) from which the contractor-operated;
(b) directly approach, canvass, solicit or deal with any client or customer of the Principal with whom the Contractor had business contact with during the Contractor’s employment with the Principal (who were clients or customers at the date of termination of the Agreement or within the 12 months prior);
(c) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Principal and any referrer to the Principal (who were referrers at the date of termination of the Agreement or within the 12 months prior);
(d) induce or solicit any employee, contractor, student or agent of the Principal or any of its subsidiaries or whom the Contractor had business contact with during the Contractor’s engagement with the Principal (who were employees, contractors, students or agents at the date of termination of the Agreement or within the 12 months prior);
Each restraint contained in this Agreement, resulting from any combination of the wording and definitions in the clause, constitutes a separate and independent provision, severable from the other restraints. If a court of competent jurisdiction finally decides any such restraint to be unenforceable or whole or in part, the enforceability of the remainder of that restraint and any other restraint will not be affected.
The Contractor acknowledges that this clause is reasonable in terms of its extent and duration and goes no further than is reasonably necessary to protect the interests and confidential information of the Principal. The Contractor also agrees that this clause does not unreasonably restrict the Contractor’s right to carry on his or her profession or trade.
12. Nature of the Relationship
The Contractor and the Principal agree that the Contractor will provide the Services to the Principal as a Contractor and will not be in partnership with the Principal or be an employee, servant or agent of the Principal for any purposes whatsoever.
Insofar as liability for the Contractor’s personal Income Taxes, Superannuation, Annual Leave, Sick Leave, Long-Service Leave, WorkCover premiums, and other statutory responsibilities, the Contractor agrees to sole responsibility for such expenses. The Contractor agrees to indemnify the Principal in the case that any governing body rules that the Principal is responsible for such expenses, and will reimburse the Principal for any and all expenses incurred in connection with the same. Such indemnification shall survive the termination of this agreement.
13. Insurance
The Contractor agrees to perform and observe all obligations and requirements of it by law in relation to the Contractor, including but not limited to, paying all necessary taxes, duties and imposts and taking out and continuing all necessary insurances, including public liability, professional indemnity and compliance with workers’ compensation obligations.
14. Indemnity
The Contractor hereby indemnifies, and agrees to keep indemnified the Principal and its respective officers, servants, employees and agents, against all losses, liabilities, claims and expenses which arise from:
(a) any act or omission of the Contractor in connection with the Services whether at common law, or for breach of statutory duty, or under any other statute or law;
(b) any injury or damage suffered by the Contractor;
(c) without limiting the above, any act or omission of the Contractor that causes or contributes to any loss, liability, claim or expense being incurred by the Principal under or in connection with the Contract.
The Contractor shall take out and maintain adequate insurance to cover its obligations under this Agreement.
15. Assignment
The Contractor may not assign its rights and obligations under this Agreement to any other party, without the consent of the Principal.
16. Representation
The Contractor assigns the Principal the authority to represent the Contractor and deal on the Contractor’s behalf with statutory bodies including, but not limited to, Medicare, AHPRA, NDIA, Worksafe, Comcare, VOCAT and TAC for any purposes in connection with the Contract. Additionally, the Contractor assigns the Principal the authority to represent the Contractor in dealings with Insurers, Referrers, Medical Centres and other organisations, as and when necessary for the purposes in connection with the Contract.
17. Marketing information
The Contractor assigns the Principal the authority to use the Contractor’s likeness, as supplied to the Principal by the Contractor, and written description and attributes, in online and offline marketing, as and when the Principal sees fit, for the purpose of fulfilling any and all obligations in connection with the Contract.
18. Variation
The terms of the Agreement may not be varied otherwise than in writing signed by the Contractor and the Principal.
19. Compliance
The Contractor shall observe all applicable industrial laws and awards in each sphere of its activities in connection with the Services and carry out the Services under this Agreement in accordance with the highest professional standards. Where the Contractor is required to maintain professional registration or memberships in order to carry out the Services under this Agreement, the Contractor undertakes to maintain such registration or membership as required.
20. Governing Law
This Agreement will be constructed and governed by the law of the state of Victoria.
