Consultants Agreement

 1. INTERPRETATION 

1.1 In this Agreement, unless the context requires otherwise: 

"Agreement" means this Independent Consulting Agreement and any schedules attached hereto. 

"AUD" means Australian dollars. 

"Business Day" means a day that is not a Saturday, Sunday or public holiday in [relevant Australian state/territory]. 

"Consultant Services" or “Business Introducer” means the services described in Schedule A. 

"Commencement Date" means the date of execution of this Agreement. 

"Confidential Information" means all information disclosed by either party to the other, whether before or after the Commencement Date, that is either confidential by its nature or is designated as confidential by the disclosing party, but does not include information that is or becomes public knowledge other than by breach of this Agreement. 

"Fees" means the fees described in clause 5. 

"GST" has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 

"Intellectual Property Rights" means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967. 

"Platform" means the BizdealRoom platform accessible at www.bizdealroom.com. 

"Term" means the term of this Agreement as described in clause 2 

2. TERM 

2.1 This Agreement commences on the Commencement Date and continues for a period of twelve (12) months (the "Initial Term"). 

2.2 This Agreement will automatically renew for further periods of twelve (12) months each (each a "Renewal Term") unless either party notifies the other in writing at least thirty (30) days prior to the end of the Initial Term or any Renewal Term that it does not wish to renew the Agreement. 

3. APPOINTMENT 

3.1 The Platform appoints the Consultant as an independent contractor to provide the Consultant Services during the Term. 

3.2 The Consultant accepts the appointment and agrees to provide the Consultant Services in accordance with the terms of this Agreement. 

4. CONSULTANT SERVICES 

4.1 The Consultant will provide the Consultant Services as described in Schedule A, which include: 

(a) Identifying and introducing potential business clients to the Platform; 

(b) Assisting new clients in preparing their business for listing on the Platform; 

(c) Supporting clients throughout the listing process; and 

(d) Such other services as agreed between the parties in writing from time to time. 

4.2 The Consultant will: 

(a) Perform the Consultant Services with due care, skill and diligence; 

(b) Comply with all reasonable directions given by the Platform; 

(c) Comply with all applicable laws, regulations and industry codes of conduct; 

(d) Not make any representation or give any warranty on behalf of the Platform unless expressly authorised in writing; and 

(e) Maintain appropriate professional indemnity and public liability insurance. 

5. FEES AND PAYMENT 

5.1 In consideration for the provision of the Consultant Services, the Consultant will be entitled to: 

(a) Retain 100% of all consulting fees for new listings, being AUD $3,950 per client; 

(b) Receive 80% of any success fees for projects introduced to the Platform by the Consultant; and 

(c) Receive 50% (4.4%) of any success fees for existing listings listed by the Platform. 

5.2 The Consultant will remit to the Platform: 

(a) All marketing fees collected from clients; and 

(b) Any other fees collected on behalf of the Platform. 

5.3 The Platform will pay the Consultant's share of success fees within fourteen (14) Business Days after the Platform receives payment from the relevant client. 

5.4 The Consultant will pay to the Platform a weekly support fee of AUD $91.15 ($395 PM inclusive of GST) for support, email and software access. This fee will be: 

(a) Payable weekly in advance; and 

(b) Deducted from any amounts payable to the Consultant where possible, or otherwise invoiced to the Consultant. 

5.5 All amounts stated in this Agreement are in AUD and inclusive of GST unless otherwise specified. 

6. GST 

6.1 If GST is payable on any supply made under this Agreement, the recipient of the supply must pay to the supplier an additional amount equal to the GST payable on the supply at the same time as the consideration for the supply is payable. 

6.2 The supplier must provide the recipient with a tax invoice in accordance with the GST legislation. 

7. INTELLECTUAL PROPERTY 

7.1 All Intellectual Property Rights owned by either party before the Commencement Date remain the property of that party. 

7.2 The Platform grants to the Consultant a non-exclusive, non-transferable licence to use the Platform's Intellectual Property Rights solely for the purpose of providing the Consultant Services during the Term. 

7.3 The Consultant grants to the Platform a perpetual, irrevocable, royalty-free licence to use, reproduce, modify and adapt any materials created by the Consultant in connection with the Consultant Services. 

8. CONFIDENTIALITY 

8.1 Each party will keep confidential all Confidential Information of the other party and will not: 

(a) Use the Confidential Information except for the purposes of this Agreement; or 

(b) Disclose the Confidential Information to any third party except: (i) With the prior written consent of the disclosing party; (ii) To its employees, agents and contractors who need to know the Confidential Information for the purposes of this Agreement; or (iii) Where required by law. 

8.2 The obligations of confidentiality in this clause survive termination or expiry of this Agreement. 

9. RELATIONSHIP OF PARTIES 

9.1 The relationship between the parties is that of independent contractors. Nothing in this Agreement creates a relationship of employment, partnership or agency between the parties. 

9.2 The Consultant has no authority to bind the Platform and will not represent to any person that it has such authority. 

9.3 The Consultant is responsible for all tax liabilities, superannuation contributions and other statutory payments in respect of the Consultant and its employees. 

10. TERMINATION 

10.1 Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party. 

10.2 Either party may terminate this Agreement immediately by written notice if the other party: 

(a) Breaches a material term of this Agreement and fails to remedy the breach within fourteen (14) days of receiving notice requiring it to do so; 

(b) Breaches a material term of this Agreement that is not capable of remedy; 

(c) Becomes insolvent, enters into voluntary administration, has a receiver or manager appointed, enters into liquidation or is unable to pay its debts as they become due; or 

(d) Engages in any conduct that, in the reasonable opinion of the other party, might adversely affect the reputation or goodwill of that party. 

10.3 Upon termination or expiry of this Agreement: 

(a) The Consultant will cease providing the Consultant Services; 

(b) Each party will return or destroy (at the option of the disclosing party) all Confidential Information of the other party; 

(c) The Platform will pay to the Consultant any outstanding Fees for Consultant Services properly rendered before termination; and 

(d) The Consultant will remain entitled to receive its share of any success fees for transactions that were introduced or facilitated by the Consultant prior to termination and which complete within six (6) months after termination. 

11. LIMITATION OF LIABILITY 

11.1 To the maximum extent permitted by law, neither party will be liable to the other for any indirect, special or consequential loss or damage including loss of profit, revenue, business opportunity or reputation. 

11.2 The maximum aggregate liability of either party for all claims under or relating to this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees paid or payable under this Agreement in the twelve (12) months preceding the claim. 

12. INDEMNITY 

12.1 Each party indemnifies the other against all losses, damages, liabilities, claims and expenses incurred by the other party arising out of or in connection with: 

(a) Any breach by the first party of this Agreement; or 

(b) Any wilful, unlawful or negligent act or omission of the first party or its personnel. 

13. DISPUTE RESOLUTION 

13.1 If a dispute arises between the parties in connection with this Agreement, the parties must attempt to resolve the dispute by negotiation in good faith. 

13.2 If the dispute is not resolved within fourteen (14) days, either party may refer the dispute to mediation conducted by a mediator appointed by the Australian Disputes Centre in accordance with its mediation rules. 

13.3 Nothing in this clause prevents either party from seeking urgent injunctive relief. 

14. NOTICES 

14.1 Any notice given under this Agreement must be in writing and may be delivered personally, sent by email, or sent by post to the address of the recipient specified in this Agreement or as otherwise notified. 

14.2 A notice is deemed to be received: 

(a) If delivered personally, when delivered; 

(b) If sent by email, when the sender receives confirmation that the email was sent, provided no delivery failure message is received; or 

(c) If sent by post, three (3) Business Days after posting. 

15. GENERAL 

15.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, negotiations, arrangements and agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. 

15.2 Amendment: This Agreement may only be amended by written agreement signed by both parties. 

15.3 Assignment: The Consultant may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Platform. The Platform may assign or transfer its rights or obligations under this Agreement upon written notice to the Consultant. 

15.4 Severability: If any provision of this Agreement is invalid, illegal or unenforceable, that provision must be severed from this Agreement and the remaining provisions continue in force. 

15.5 Waiver: A single or partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right. 

15.6 Governing Law: This Agreement is governed by the laws of [relevant Australian state/territory] and each party submits to the non-exclusive jurisdiction of the courts of that state/territory. 

15.7 Counterparts: This Agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute one and the same agreement. 

15.8 Survival: Clauses 7, 8, 10.3, 11, 12 and any other clause which by its nature is intended to survive termination or expiry will survive termination or expiry of this Agreement. 

SCHEDULE A: 

CONSULTANT / BUSINESS INTRODUCER SERVICES 

The Consultant will provide the following services: 

1. Identify and introduce potential business clients to the Platform through networking, industry events, professional connections, and targeted outreach; 

2. Conduct initial consultations with prospective clients to assess business suitability, explain platform benefits, and secure engagement; 

3. Assist new clients in preparing their business for listing on the Platform, including: ○ Collecting and organising comprehensive business information and financial records 

○ Normalising financial statements and developing defensible business valuations 

○ Preparing business profiles and executive summaries 

○ Creating comprehensive deal preparation documentation 

○ Preparing documentation for due diligence (corporate records, contracts, IP, compliance) 

○ Supporting the creation of professional marketing materials 

4. Manage the listing process on the Platform, including: ○ Setting up client accounts and uploading prepared documentation 

○ Configuring privacy settings and establishing communication protocols 

○ Launching and promoting listings through appropriate channels 

○ Monitoring listing performance and providing regular client updates 

5. Facilitate buyer engagement by: ○ Qualifying potential buyers through financial capability assessments 

○ Managing confidentiality agreements and information disclosure 

○ Coordinating buyer-seller discussions and addressing buyer questions 

○ Supporting negotiations and deal structuring discussions 

6. Provide closing support and transition assistance, including: ○ Supporting final negotiation of transaction terms 

○ Coordinating with legal advisors on documentation 

○ Facilitating post-closing support as needed 

7. Collect the appropriate fees from clients in accordance with this Agreement; 

8. Maintain ongoing client relationships and seek referrals for new business opportunities; 

9. Participate in training and update sessions as required by the Platform; and 

10. Such other reasonable services as may be requested by the Platform from time to time.