Next World Affiliate Agreement

1. DEFINITIONS AND INTERPRETATION

1.1 Interpretation

In this Agreement, unless the context otherwise requires:

(a) references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;

(b) words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;

(d) parties must perform their obligations on the dates and times fixed by reference to Brisbane, Queensland;

(e) reference to an amount of money is a reference to the amount in the lawful currency of Australia;

(f) if the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;

(g) references to a Party are intended to bind their executors, administrators and permitted transferees; and

(h) obligations under this Agreement affecting more than one Party bind them jointly and each of them severally.

1.2 Definitions

In this Agreement unless the context otherwise requires the following words and expressions have the following meanings:

Agreement means this Agreement.

Approved Purpose means the sale of the Experiences, Products and Services pursuant to the terms of this Agreement.

Affiliate Fee means the fee paid by the Affiliate to the Principal to be representing Next World Enterprises. The fee amount is outlined in clause 6 of this agreement

Commission means a payment of commission by the Principal to the Affiliate as defined by clause 6 of this Agreement.

Confidential Information means all unpatented inventions, ideas, know-how, concepts, trade secrets, processes, techniques, software, products, client lists and all other intellectual property, financial and business information and all other commercially valuable information of the Principal which the Principal regards as confidential to it and all copies, notes and records and all related information generated. Confidential Information excludes, or as the case requires, ceases to include information which is, or becomes:

(a) available to the public at the date of its disclosure to Principal;

(b) at the date of its disclosure to Principal, already properly in the possession of Affiliate in written form otherwise than by prior confidential disclosure from the Principal;

(d) required to be disclosed by law.

Effective date means the date of this Agreement.

Option Term means a period of 1 year from the end of the Initial Term, plus a further extension of a 12-month period from the end of each Option Term thereafter.

Initial Term means for a period of 12 months commencing on the Effective Date.

Intellectual Property Rights means all intellectual property and proprietary rights (whether registered or unregistered) including trade or service marks; patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs, data bases, know-how, logos, designs, design rights, copyright, client lists and similar industrial or intellectual property rights of the Principal.

Parties means the Principal and the Affiliate.

Products mean the Principal’s Products, Experiences, Subscriptions and Services identified at Appendix 1 to this Agreement, or other products sold by the Principal as varied from time to time.

Representative means a partner, director, officer, employee, Affiliate or related body corporate (as defined in the Corporations Act 2001 (Cth)) of a Party.

Sales Jurisdiction means throughout Australia.

Term means the Initial Term, any Option Term or other period which the Agreement remains on foot.

2. Sales Authorisation.

2.1 By this Agreement, the Principal authorises Affiliate to facilitate the sale of the Products on its behalf.

2.2 The Affiliate shall identify itself as a duly authorised Affiliate of the Principal for the sale of the Product.

2.3 The Affiliate must adhere to the following guidelines when selling or promoting the Products:

(a) All subscriptions, products and services prices will be set by Principal as outlined at Appendix 1 or otherwise as notified at its discretion;

(b) Principal will assist with and provide required promotional materials for Affiliate’s use to obtain sales and/or inform potential prospects of the products;

(c) The Affiliate is prohibited from using any third party promotional materials unless expressly authorised in writing by the Principal;

(d) The Affiliate will be able to have access to additional resources, i.e., employees, marketing collateral and sales collateral as deemed appropriate to assist with signature sales

3. Term

3.1 This Agreement shall commence upon the Effective Date for the Initial Term and may be renewed for additional Optional Terms

3.2 Providing the Affiliate:

(a) Is approved, in writing, by the Principal as an Affiliate

(b) Pays the Affiliate fee upon signing the Affiliate agreement and/or at the anniversary date for their Optional Term

4. Affiliate’s Obligations

4.1 In undertaking the obligations in accordance with this Agreement, the Affiliate agrees and warrants to perform those obligations:

(a) With a sufficient degree of care and skill;

(b) In accordance with the Principal’s policies, procedures and best practice guidelines, which are the benefit of the Principal and aid the smooth and efficient administration of the business, but do not vest any enforceable legal rights on the Affiliate;

(d) Always represents the Principal and the business activity in a positive and constructive manner

(e) Makes reasonable efforts to expand the use case and implementation of the Principals Products with prospects and existing clients

5. Affiliate’s Representatives

Affiliates are not able to authorise others to act as representatives or to act on their behalf. The Affiliate is limited to the person/individual names herein or otherwise expressly confirmed in writing by the Principal.

6. Commission Earnings and Payment Structure.

6.1 The Principal agrees to make payment of Commission to the Affiliate for all sale of the Products to a third party (Affiliate’s Customer), whereby the Affiliate caused the introduction of the customer to the Principal and was the principal cause of sale.

6.2 Where the Affiliates’ Customer is already known to the Principal the Affiliate will only be able to receive commission if there is no active proposal with the Customer or the Affiliate is causal in ensuring the proposal is agreed to by the Customer.

6.3 The Parties agree that the Affiliate will receive commission on sales as follows:

(a) Upon receipt of payment for the sale of the Experiences, Products and Services and payment being made by the Affiliate’s Customer to the Principal, the Principal will become liable to make payment to the Affiliate of the Commission;

(b) The Principal will pay the Affiliate as follows:

(i) The equivalent amount for the first months subscription in the first payment

(ii) The equivalent amount for the last months subscription in the last payment of the subscription

(c) The Principal will pay the Affiliate the equivalent of the first monthly amount for each new product and/or service that is introduced and purchased by the client

6.4 Upon an order being made by the Affiliate’s Customer with the Principal:

(a) The Principal agrees to provide a copy of the tax invoice to the Affiliate within 5 business days of that order being made and paid in full by the Affiliate’s Customer;

(b) The Affiliate agrees to render a tax invoice to the Principal requesting payment of the Commission, which must include:

(i) The order number;

(ii) The Affiliate’s Customer details;

(iii) The commission payable in accordance with Appendix 1.

6.5 The Principal must pay all commissions under this clause 6 within 7 business days of the later of:

(a) Receiving the Affiliate’s tax invoice requesting payment of the Commission;

(b) Receiving payment from the Affiliate’s Customer in cleared funds.

6.6 The Principal will be responsible for payment of all Commission in accordance with this clause 6 earned up to the date of termination, as defined at clause 11.

7. Returns

The Principal will not be liable for payment of any outstanding commission payment/s should the Affiliates’ Customer cancel, return, fall behind in payments or terminate the during the initial subscription period.

8. Principal-Affiliate Relationship

Principal engages the Affiliate solely for the purpose of selling the Products. The Affiliate may only enter into contracts and/or agreements on behalf of Principal as it relates to the sale of the Products. Affiliate may not otherwise commit Principal to any other obligations whatsoever without separate authorisation from Principal.

9. Confidentiality

9.1 In the course of providing services under this Agreement, the Affiliate will become aware of confidential information of the Principal and its clients. That information includes:

(a) confidential information;

(b) the intellectual property;

(d) the affairs of the Principal’s clients;

(e) special arrangements between Principal and its clients;

(f) the financial affairs of Principal and its clients; and

(g) information regarding the affairs or business of Principal.

9.2 The Affiliate agrees:

(a) to use all Confidential Information of the Principal solely for the Approved Purpose;

(b) to keep confidential all Confidential Information of Principal and any client (subject to disclosure permitted under clause 9.3); and

9.3 Affiliate may disclose Confidential Information only to those of its Representatives who:

(a) are involved with the services contemplated by this Agreement and the Approved Purpose;

(b) are aware that the Confidential Information must be kept confidential and are subject to appropriate obligations of confidentiality; and

9.4 The Affiliate must not, during or after the term of the Affiliate’s engagement by Principal, use or disclose, and must use the Affiliate’s best endeavours to prevent the unauthorised disclosure by others of, such Confidential Information other than in the proper course of the Affiliate’s engagement or as otherwise expressly permitted by Principal in writing.

9.5 The obligations contained in this clause shall survive the termination of this Agreement for any reason. Any breach of this clause will be regarded as serious breach and may result in termination of the Agreement without notice.

9.6 Any breach of this clause may result in legal proceedings against the Affiliate including, without limitation, an injunction or damages.

10. Ownership and use of Intellectual Property

10.1 The parties agree that other than as provided in this clause 10, nothing in this Agreement transfers ownership in, or otherwise grants any rights in, any Intellectual Property Rights of the Principal.

10.2 The Affiliate shall retain all right and title to all intellectual property of its business as at the date of this Agreement.

10.3 Principal grants the Affiliate a royalty-free licence to use Principal’s products and documentation generated or created for the sole purpose of obtaining the benefit of the Approved Purpose and the sale of Products.

10.4 The Affiliate agrees that all Intellectual Property, concepts, strategies and know how relating to the Approved Purpose and the Products remain the property of Principal.

10.5 The Affiliate agrees and undertakes not to distribute, publish or otherwise disclose and documents, in whatever form, created by Principal for the benefit of the Affiliate for the Approved Purpose.

11. Termination

1. 11.1 This Agreement may be terminated by:

(a) The expiry of the Initial Term or the Option Term, whichever applies as at the date of termination;

(b) Mutual consent of the parties evidenced in writing;

(d) The Principal upon providing 30 days’ notice in writing;

(e) The Affiliate in the event of the Principal’s breach of clause 6 of this Agreement where, after written notice of the alleged breach being provided by the Affiliate to the Principal, the breach persists for a period of not less than 60 days from the date of the notice;

(f) A Party being subject to an insolvency event, by the appointment of an external administrator, immediately upon the appointment of the external administrator.

(g) The Affiliate by not renewing their annual Affiliate licence at the end of either Initial Term or the Option Term/s

12. Representations and Warranties.

Both Parties represent that they are fully authorised to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organisation, or business or any law or governmental regulation.

13. No Indemnity

The Principal is not liable to indemnify the Affiliate for any of its costs, expenses or liabilities incurred in discharging this agency except to the extent that the Principal agrees to do so by a notice in writing given to the Affiliate.

14. Severability

Any provision in this Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

15. Survival

The Parties’ obligations under clauses 4, 9 and 10 and will survive the termination of this Agreement.

16. Waiver

The non-existence of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

17. Governing Law and Jurisdiction

This Agreement is governed by the laws of Queensland and the parties submit to the exclusive jurisdiction of the Courts of Queensland.

18. Value Added Tax (VAT)

(a) If a Party makes a supply to another party under or in connection with this Agreement, then (unless the consideration is expressly stated to be inclusive of VAT) the consideration for that supply is exclusive of VAT, and in addition to paying or providing that consideration the recipient must:

I. pay to the supplier an amount equal to any VAT for which the supplier is liable on that supply, without deduction or set-off of any other amount; and

II. make the payment as and when the consideration or part of it must be paid or provided, except that the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) for that supply.

(b) If a party provides payment for or any satisfaction of a claim or a right to claim under or in connection with this Agreement (for example, for a breach of any warranty or for reimbursement of any expense) that gives rise to a liability for VAT, the provider must pay, and indemnify the claimant against, the amount of that VAT.

(c) If a party has a claim under or in connection with this Agreement for a cost on which that party must pay an amount for VAT, the claim is for the cost plus all amounts for VAT (except any amount for VAT for which that party is entitled to an input tax credit).

(d) If a party has a claim under or in connection with this Agreement whose amount depends on actual or estimated revenue or which is for a loss of revenue, revenue must be calculated without including any amount received or receivable as reimbursement for VAT (whether that amount is separate or included as part of a larger amount).