Service Agreement

PREPARED BY Patona Digital Pty Ltd

This teamified Service Agreement ("Agreement") is made and entered into by and between:

PATONA DIGITAL PTY LTD (ABN 92 654 805 437) T/A teamified

and -

[CLIENT NAME] ("CLIENT") (ABN [ ])

WHEREAS, teamified is an independent service provider with the necessary capital, equipment and expertise, primarily engaged in the business of providing professional services;

WHEREAS, CLIENT requires one or more of the recruitment, technology platform, employer of record and related workforce services described in this Agreement, each a distinct service category with the rights and obligations applicable to that category as set out in this Agreement and its Schedules;

WHEREAS, teamified has offered to provide such services and CLIENT has accepted that offer;

NOW THEREFORE, the parties agree as follows:

SECTION 1. TERM, TERMINATION AND INTERPRETATION

1.1 Definitions and interpretation. Capitalised terms used in this Agreement have the meanings given in Schedule 1 (Definitions). Schedule 1 applies throughout this Agreement, subject to clause 12(p). No new category of Services may be added to clause 2.1, and no defined term in Schedule 1 may be varied, except by written amendment signed by both Parties following review of every clause in which the affected term is used.

1.2 This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Individual Services may commence and conclude at different times in accordance with the applicable Proposal, Statement of Work (SOW), Order Form or Pricing Schedule, without affecting the continuing operation of this Agreement.

1.3 The CLIENT may terminate this Agreement, or any individual Service, by giving the notice period specified in the applicable Proposal, SOW, Order Form or Pricing Schedule. Where no notice period is specified, either Party may terminate:

(a) Employer of Record Services - by ninety (90) days' prior written notice;

(b) Managed Recruitment - Retained Recruiter Services - after the three (3) month minimum engagement, by thirty (30) days' prior written notice;

(c) Self-Serve Platform Plans - by thirty (30) days' prior written notice; and

(d) Managed Recruitment - teamified Search and Service Packs - upon completion of the relevant recruitment assignment, subject to payment of all fees due.

1.4 Termination or completion of a particular Service does not terminate this Agreement or affect any other Services unless expressly agreed in writing.

1.5 Upon termination, the CLIENT remains liable for all fees, charges and other amounts accrued or payable up to the effective termination date, including any statutory employment costs or employee entitlements applicable to Employer of Record Services under applicable labour laws in accordance with Section 6.

1.6 Termination does not affect rights or obligations accrued before termination, including payment obligations, confidentiality obligations, intellectual property rights or any provisions intended to survive termination.

1.7 Material breach. Either Party may terminate this Agreement for material breach by serving a written Notice of Breach on the breaching Party, describing the breach with particularity. The breaching Party has fifteen (15) calendar days from receipt to remedy the breach, failing which this Agreement terminates automatically without need of judicial action, a dispute notice under clause 13.1 does not stop or extend this period. Any payments due to the non-breaching Party become immediately due and must be paid within three (3) banking days of termination. This is without prejudice to either Party's right to pursue any other legal action.

SECTION 2. SERVICES

2.1 teamified shall provide one or more of the following Services as selected by the CLIENT and set out in the applicable Proposal, SOW, Order Form, Pricing Schedule or as accepted by the CLIENT through the Self-Serve Platform under the applicable Plan Terms. Each paragraph (a) to (e) below is a separate 'Service Category'. Where a provision of this Agreement or a Schedule is expressed to apply to a particular Service Category, it applies only to that Service Category in accordance with the Applicability Matrix in Schedule 2:

(a) Managed Recruitment Service, comprising either or both of:

(i) teamified Search - end-to-end recruitment delivered on a success-fee basis, including sourcing, advertising, AI screening, recruiter screening, interviewing, shortlisting and candidate placement support; and

(ii) Retained Recruiter - dedicated recruitment resources provided on a monthly retainer to support the CLIENT's ongoing recruitment activities, covering up to three (3) active roles per dedicated recruiter at any one time.

(b) Self-Serve Platform - access to teamified's recruitment platform, including applicant tracking, AI interviewing, candidate management and associated functionality. Access to and use of the Self-Serve Platform is licensed, not sold, and is governed by Section 5, Schedule 1 (Definitions), Schedule 4 (Security), Schedule 5 (Data Processing and Privacy), Schedule 6 (AI Services) and Schedule 7 (Service Levels).

(c) Service Packs - recruitment services purchased as blocks of hours to supplement the Self-Serve Platform or other recruitment services.

(d) Employer of Record - employment of Personnel on behalf of the CLIENT, including payroll administration, statutory compliance, HR administration, procurement and management of equipment (where applicable) and related managed employment services.

(e) Additional Services - as agreed from time to time, documented in a SOW or other written agreement and governed by this Agreement unless otherwise agreed in writing.

2.2 General Service Standards. In performing any Services, teamified shall:

(a) perform in accordance with this Agreement;

(b) exercise due care, skill and diligence;

(c) perform in a timely and professional manner;

(d) perform in a manner fit for intended purpose;

(e) comply with all reasonable instructions of the CLIENT; and

(f) perform to the standard reasonably expected of an experienced provider of similar services.

2.3 Personnel obligations. Where Personnel are assigned to the CLIENT, teamified will require those Personnel to enter into obligations substantially requiring them to:

(a) not disclose the CLIENT's Confidential Information and, where the Personnel are assigned under EOR Employment Services, assign to the CLIENT all Intellectual Property Rights in Deliverables created by them exclusively for the CLIENT in the course of those EOR Employment Services, in each case subject to clause 8.3 (Platform IP Override);

(b) not gain unauthorised access to any of the CLIENT's data, systems, environments, Confidential Information or Intellectual Property;

(c) maintain the confidentiality and security of all account credentials and passwords;

(d) comply with all applicable privacy, data protection and security laws;

(e) not publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other malicious code;

(f) not use, or knowingly permit the use of, security testing tools to probe, scan or penetrate the CLIENT's systems without prior written consent;

(g) comply with the CLIENT's reasonable security requirements and policies as notified from time to time;

(h) comply with any other reasonable policies or procedures prescribed by the CLIENT; and

(i) complete any compliance training reasonably required by the CLIENT.

2.4 Subcontracting. teamified may provide Personnel directly or through approved third parties. Where teamified subcontracts any part of the Services, it remains fully responsible for the performance of those Services and for the acts and omissions of any subcontractor and its personnel. References to "Personnel" include individuals employed or engaged directly by teamified or through approved subcontractors.

SECTION 3. MANAGED RECRUITMENT SERVICES

3.1 Scope. Where the CLIENT purchases teamified Search, Retained Recruiter or Service Packs, teamified shall provide recruitment services which may include: role scoping and job descriptions; candidate sourcing through advertising, direct search and other channels; AI-assisted screening and assessments; recruiter screening and interviews; preparation and presentation of shortlisted candidates; interview coordination; offer facilitation where requested; and assisting the CLIENT through the hiring process.

3.2 Candidate introduction. Any candidate introduced by teamified is deemed introduced to the CLIENT for a period of twelve (12) months from the date of introduction. If the CLIENT employs or otherwise engages that candidate during that period, the applicable placement fee becomes immediately due and payable.

3.3 Hiring decision. The final hiring decision, any offer of employment or engagement, and the onboarding of successful candidates remain solely the CLIENT's responsibility unless teamified is engaged to provide Employer of Record Services.

3.4 Replacement Guarantee. teamified will provide one (1) replacement candidate at no additional placement fee if the successful candidate's employment or engagement ends within three (3) months of commencement.

The guarantee applies only where:

(a) the applicable placement fees have been paid in full;

(b) the role requirements, remuneration and employment conditions remain substantially the same as the original placement;

(c) the CLIENT requests the replacement within fourteen (14) days of the candidate's employment or engagement ending; and

(d) the replacement relates to the same position.

The guarantee does not apply where:

(a) the CLIENT materially changes the position, remuneration, location or other key employment conditions;

(b) the candidate is made redundant or the position is no longer required;

(c) the candidate's employment ends due to a substantial change in the CLIENT's business, restructure or workforce reduction;

(d) the CLIENT breaches this Agreement or has outstanding unpaid invoices; or

(e) the candidate resigns due to the CLIENT's material breach of the employment terms or other unlawful conduct.

The guarantee is limited to one (1) replacement candidate per placement and does not entitle the CLIENT to any refund, credit or fee waiver.

3.5 Fees non-refundable. Placement Fees are non-refundable. The Replacement Guarantee in clause 3.4 is the CLIENT's sole and exclusive remedy where a placed candidate's employment or engagement ends after commencement, and does not entitle the CLIENT to any refund, credit or set-off.

SECTION 4. EMPLOYER OF RECORD SERVICES

The following provisions apply only where the CLIENT purchases the Employer of Record Services.

4.1 Provision of Personnel. teamified shall provide the CLIENT with suitable Personnel in accordance with the qualifications set by the CLIENT. Prior to hiring and assignment, the CLIENT shall supply teamified with:

(a) the positions to be occupied;

(b) a job description for each position type;

(c) the qualifications for each position;

(d) related tools or methods specific to the CLIENT (e.g. company values, technical exams) necessary to determine qualifications;

(e) work performance expectations;

(f) conduct expectations; and

(g) any other related method for evaluating Personnel performance.

4.2 Screening. teamified shall screen Personnel in accordance with its standard hiring procedures, which must include police/criminal background checks where legally permissible and appropriate for the position. The CLIENT may require additional checks reasonably necessary for the position.

4.3 Conflicts. teamified shall take all reasonable steps to ensure that it and its Personnel have no actual, apparent or perceived conflict of interest, and must implement appropriate screening processes to promptly identify and address any conflicts throughout the term.

4.4 Approval and replacement. teamified shall only assign Personnel approved by the CLIENT, and will at its own expense replace any Personnel reasonably determined by the CLIENT to be unsuitable for the role.

4.5 Supervision. The supervision and management of Personnel shall be governed by Appendix A.

4.6 Termination of Personnel. The CLIENT may terminate any Personnel provided under this Agreement by giving teamified at least thirty (30) days' prior written notice, and shall pay all fees due up to the Personnel's termination date.

4.7 Office environment and equipment.

(a) teamified shall provide all Personnel, at its own cost, with a serviced office environment and computer hardware with specifications sufficient to perform the Services, together with all other materials, equipment and resources necessary.

(b) teamified shall provide standard workstations with standard cabling. If the CLIENT requires different cabling, the CLIENT pays the cost of that cabling and related installation.

(c) teamified retains ownership of all equipment purchased by teamified. Equipment must meet the CLIENT's minimum standards, made known to teamified prior to commencement, which shall not be higher than is reasonable in the circumstances. The CLIENT has the right to install its own antivirus solution, must be provided with device serial numbers, and all devices must be securely wiped when services terminate.

(d) teamified will assist the CLIENT to purchase new equipment at the CLIENT's sole cost; such equipment is owned by the CLIENT. All software installations and updates must originate from a genuine source; any damage resulting from the CLIENT's installation of unauthorised software is for the CLIENT's exclusive account.

4.8 Premises security. teamified shall provide adequate security measures within its premises for the protection of its Personnel, office environment and the CLIENT's account, including:

(a) a closed-circuit television system monitoring staff at all times;

(b) a biometrics door access system regulating and recording entry; and

(c) such other security measures as reasonably necessary. teamified shall ensure its premises have reasonable backup/redundancies for power and internet connectivity.

4.9 Labour law compliance. teamified agrees to follow all applicable labour laws, especially those relating to proper payment of salaries, termination, benefits and other labour regulations in the country from which the Personnel are engaged.

4.10 Additional personnel. The CLIENT may, by written request, require teamified to provide additional services or personnel, subject to teamified's approval and payment of the additional fees agreed by the Parties.

SECTION 5. SELF-SERVE PLATFORM LICENCE

5.1 Licence. Subject to payment of the applicable fees, teamified grants the CLIENT a non-exclusive, non-transferable, non-sublicensable, revocable licence while the CLIENT holds an active Plan, for its Authorised Users to access and use the Self-Serve Platform solely for the CLIENT's internal business purposes of recruiting for its own workforce. All Intellectual Property Rights in the Self-Serve Platform and all other Platform IP remain the exclusive property of teamified.

5.2 Restrictions. The CLIENT must not, and must ensure its Authorised Users do not:

(a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, prompts or scoring logic of the Self-Serve Platform, except to the extent that restriction is prohibited by law;

(b) scrape, crawl, harvest or bulk-extract data from the Self-Serve Platform;

(c) use the Self-Serve Platform or any AI Output to develop, train, improve or benchmark any product or service that competes with the Self-Serve Platform or any teamified offering;

(d) resell, rent, lease or provide the Self-Serve Platform on a service-bureau or outsourced basis;

(e) permit any third party to access or use the Self-Serve Platform without teamified's prior written consent;

(f) share, disclose or permit the shared use of access credentials;

(g) circumvent or attempt to circumvent any usage limits in the Plan Terms, security controls or technical protections; or

(h) use the Self-Serve Platform in breach of the Acceptable Use Policy.

5.3 Authorised Users. The CLIENT designates and manages its Authorised Users through the user management functionality of the Self-Serve Platform. The CLIENT is responsible for:

(a) ensuring that only its employees and contractors who require access for the CLIENT's internal business purposes are designated as Authorised Users;

(b) promptly deactivating access for any person who ceases to be entitled to it; and

(c) the acts and omissions of its Authorised Users as if they were the acts and omissions of the CLIENT. Where the CLIENT's Plan includes user, seat or usage limits, those limits apply as notified in the Self-Serve Platform, and teamified may report on and enforce them through the platform.

5.4 Suspension. teamified may suspend access to the Self-Serve Platform, in whole or part, immediately on notice where:

(a) the CLIENT breaches clause 5.2 or the Acceptable Use Policy;

(b) suspension is reasonably necessary to address a security risk or protect other clients; or

(c) permitted under clause 6.7 (non-payment). teamified will restore access promptly once the ground for suspension is resolved.

5.5 Client Data and Usage Data. As between the Parties, the CLIENT owns all Client Data. The CLIENT grants teamified a non-exclusive licence to host, process and use Client Data solely to provide the Services, comply with law, and as permitted by Schedule 4 and Schedule 5. teamified owns all Usage Data and may use Usage Data (which is de-identified and aggregated and does not identify the CLIENT or any individual) to operate, maintain, benchmark and improve the Self-Serve Platform and its models.

5.6 Service levels, security and privacy. teamified will provide the Self-Serve Platform in accordance with Schedule 7 (Service Levels), Schedule 4 (Security) and Schedule 5 (Data Processing and Privacy).

5.7 Return and deletion. On expiry or termination of the CLIENT's Self-Serve Platform Plan, teamified will make Client Data available for export in a standard machine-readable format for ninety (90) days, after which teamified will delete Client Data in accordance with Schedule 4, save for copies retained under law or standard backup cycles (which remain protected under this Agreement until deleted).

5.8 Changes to Plan Terms. teamified may vary the Plan Terms by giving the CLIENT at least thirty (30) days' written notice before the variation takes effect. If a variation is materially detrimental to the CLIENT, the CLIENT may terminate the affected Plan by written notice at any time before the variation takes effect, in which case teamified will refund the value of the CLIENT's Token Balance in accordance with clause 5.13(c) and will have no other refund obligation in respect of the variation or termination. The CLIENT's continued use of the Self-Serve Platform after the effective date constitutes acceptance of the varied Plan Terms. Variations required to comply with applicable law or to address a security or integrity risk may take effect on shorter notice, provided the CLIENT's termination right in this clause still applies.

5.9 Purchase. The CLIENT purchases Tokens in advance. Token prices are stated and payable in United States dollars (USD) unless the Plan Terms state otherwise. Tokens are credited on receipt of cleared payment.

5.10 Consumption. Tokens are consumed as the CLIENT uses the Self-Serve Platform. Tokens are consumed on a first-purchased, first-consumed basis.

5.11 Expiry. Each Token expires twelve (12) months after the date of purchase.

5.12 No cash value. Tokens have no cash value, are not legal tender, a stored-value facility or a gift card, and are not transferable, exchangeable or redeemable for cash, except as set out in clause 5.13.

5.13 Refunds. Token purchases are final. Except as set out in this clause 5.13 or where applicable law provides otherwise:

(a) Tokens are non-refundable; and

(b) expired or forfeited Tokens will not be refunded, credited or reinstated. teamified will refund the value of the CLIENT's Token Balance (at the price paid) where:

(i) the CLIENT terminates under clause 5.8;

(ii) the CLIENT terminates for teamified's material breach; or

(iii) teamified terminates other than for the CLIENT's breach. This clause 5.13 is the CLIENT's sole entitlement to any refund, credit or reinstatement in respect of Tokens. Nothing in this Agreement excludes, restricts or modifies any right or remedy the CLIENT has under the Australian Consumer Law or other applicable law that cannot lawfully be excluded.

5.14 Changes to Token consumption. The number of Tokens consumed by a given use of the Self-Serve Platform depends on the features and AI models the CLIENT selects, and varies accordingly; that variation is not a variation of the Plan Terms. If teamified changes the basis on which Tokens are consumed so that the same use, with the same selections, requires more Tokens, that change is a variation of the Plan Terms for the purposes of clause 5.8 and, in respect of the CLIENT's existing Token Balance, is materially detrimental unless it takes effect only for Tokens purchased after the change.

SECTION 6. FEES AND PAYMENT

6.1 The CLIENT agrees to pay the fees applicable to the Services purchased, as set out in the applicable Proposal, SOW, Order Form or Pricing Schedule. Where no Proposal, SOW, Order Form or Pricing Schedule specifies the fees for a particular Service, the fees in Schedule 3 apply to that Service.

6.2 Payment Procedure - Monthly Fees. The CLIENT shall pay all MONTHLY FEES (including Retained Recruiter retainers and Employer of Record monthly fees) in advance. The CLIENT shall receive an invoice in Australian Dollars on or around the 21st day of the preceding billable month, covering teamified's anticipated expenses for the following billable month. Payment is due within fourteen (14) days of the invoice date.

6.3 Payment Procedure - Placement Fees. All placement fees (teamified Search and Retained Recruiter) shall be invoiced in two stages unless otherwise agreed in writing:

(a) fifty percent (50%) upon the candidate's written acceptance of the CLIENT's offer of employment or engagement, payable within fourteen (14) days of the invoice date; and

(b) fifty percent (50%) invoiced no later than fourteen (14) days prior to the candidate's scheduled commencement date (or immediately upon acceptance where commencement is within fourteen (14) days), payable on or before the candidate's commencement date.

6.4 Service Packs shall be invoiced upon purchase, payable within fourteen (14) days of the invoice date.

6.5 GST. Unless otherwise expressly stated, all fees are exclusive of Goods and Services Tax (GST). If GST is payable on any supply under this Agreement, the CLIENT must pay teamified an additional amount equal to the GST payable, at the same time and in the same manner as payment for the relevant supply, subject to teamified providing a valid tax invoice.

6.6 Late payments. If the CLIENT fails to pay any undisputed amount within fourteen (14) days of the invoice date (or by the applicable due date if later), the CLIENT shall pay interest on the overdue amount at the Reserve Bank of Australia cash rate plus 4% per annum, accruing daily from the due date until actual payment, whether before or after judgment. The CLIENT may withhold payment of any amount disputed in good faith, provided it pays all undisputed amounts when due and notifies teamified of the dispute with particulars before the due date; the dispute is then resolved under Section 13.

6.7 Suspension for non-payment. If the CLIENT fails to pay any undisputed invoice within fourteen (14) days after its due date, teamified may, by written notice, suspend any Managed Recruitment Services, Self-Serve Platform Services or Service Packs until all overdue amounts and applicable interest are paid in full. Where the overdue invoice relates to Employer of Record Services, teamified may suspend recruitment of additional Personnel, onboarding of new Personnel or other non-statutory Services until payment is received, provided nothing in this clause requires teamified to breach applicable employment or labour laws.

6.8 Employer of Record - fee basis. Fees for Personnel employed or engaged under the Employer of Record service shall be calculated on the basis set out in Schedule 3.C (or an applicable Proposal, SOW or Order Form), comprising the cost of Personnel salary to teamified, plus an agreed margin and any applicable fixed monthly charges specified in Schedule 3.C.

6.9 Statutory entitlements. In addition to the fees under clause 6.8, the CLIENT shall bear the cost of any entitlements that Personnel are found to be entitled to under the laws of the jurisdiction in which they reside or are engaged, including any entitlements arising retrospectively or by change in law. Such amounts are passed through at cost, are not subject to margin, and are not fees capable of variation under clause 6.11.

6.10 Employer of Record - additional terms.

(a) Currency fluctuation. The applicable exchange rate between AUD and the relevant regional currency (e.g. INR, PHP, USD) will be calculated as the average benchmark rate (per www.xe.com) for the billable month + 2.5%.

(b) Leave amortisation. Monthly fees are charged at a fixed rate amortised yearly to cover all statutory and contractual leave entitlements of Personnel in the relevant jurisdiction. The CLIENT is charged the same monthly fee even if Personnel take a full month of entitled leave.

(c) Accrued leave. Any outstanding accrued leave entitlements shall be paid by the CLIENT at termination of the employee.

(d) Salary reviews. All Personnel are entitled to annual salary reviews with increases at a rate equivalent to the current Consumer Price Index (CPI), or higher subject to agreement with the CLIENT.

6.11 Fee variation. teamified may vary the fees set out in Schedule 3 by giving the CLIENT at least thirty (30) days' prior written notice, specifying the varied fees and their effective date. A variation under this clause takes effect on the effective date stated in the notice without any requirement for this Agreement to be amended or re-executed. A variation does not apply to:

(a) fees for any Service that are specified in an applicable Proposal, SOW, Order Form or Pricing Schedule, which continue to apply in accordance with clause 6.1;

(b) any placement for which a candidate has been introduced to the CLIENT before the effective date, to which the fees current at the date of introduction continue to apply; and

(c) any invoice issued before the effective date.

If the CLIENT does not wish to accept a fee variation, the CLIENT may terminate the affected Service in accordance with Section 1 by written notice given before the effective date. The CLIENT's continued use of the affected Service on or after the effective date constitutes acceptance of the varied fees.

Fees for Tokens are payable at the time of purchase through the Self-Serve Platform in accordance with clause 5.9 and are not invoiced under clause 6.2. Clause 6.11 does not apply to Token pricing or Plan Terms, which may be varied only under clauses 5.8 and 5.14.

SECTION 7. CONFIDENTIALITY

7.1 Confidential Information means all non-public information disclosed by or on behalf of a Party in connection with this Agreement, in any form, including business, technical, financial, product, pricing, customer and security information, whether or not marked confidential.

Confidential Information does not include information that:

(a) is or becomes public through no act or omission of the Receiving Party;

(b) was lawfully in the Receiving Party's possession prior to disclosure and not obtained from the Disclosing Party;

(c) is disclosed by a third party without restriction;

(d) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or

(e) is required to be disclosed by law or governmental authority - provided that, in the case of 7.1(e), the Receiving Party shall, so far as reasonably possible, first give notice to the Disclosing Party so a protective order may be sought.

7.2 Non-use and non-disclosure. The Receiving Party shall hold the Disclosing Party's Confidential Information in strict confidence, not disclose it to any third party, and not use it for any purpose other than as specifically authorised. The Receiving Party shall employ commercially reasonable security measures, no less protective than those used for its own Confidential Information.

7.3 Disclosure to Personnel. The Receiving Party may disclose Confidential Information only to Personnel with a need to know, and only to the extent necessary for the Parties to perform their responsibilities and for Personnel to perform their duties. The Receiving Party must, so far as reasonably practicable, procure Personnel compliance with these confidentiality undertakings.

7.4 Copies and property. No copies of Confidential Information may be made except as necessary to perform obligations under this Agreement. The Receiving Party shall not use Confidential Information to create any product, software or documentation similar to or competitive with the Disclosing Party's products, and shall not remove any proprietary notices. Confidential Information remains the property of the Disclosing Party at all times.

7.5 Indemnity. Each Party will indemnify the other against Losses suffered or incurred as a result of a breach of this Section 7 by the indemnifying Party, subject in all respects to Section 11A (Limitation of Liability).

7.6 Survival and return. Both Parties agree to maintain confidentiality notwithstanding termination of this Agreement. teamified must return all documents and materials containing Confidential Information, delete electronic copies, and cease use immediately upon request by the Disclosing Party.

SECTION 8. INTELLECTUAL PROPERTY

8.1 Platform IP reserved. All Platform IP is and remains the sole and exclusive property of teamified (or its licensors). Nothing in this Agreement, any Proposal, SOW, Order Form, Pricing Schedule, Schedule or Appendix assigns, transfers or licenses any Platform IP to the CLIENT except as expressly granted in Section 5 or clause 8.5. This Section 8 does not derogate from Section 5, and in the event of any inconsistency between this Section 8 and Section 5, clause 8.3 prevails.

8.2 Assignment - EOR Deliverables only. teamified assigns to the CLIENT all right, title and interest in and to the Deliverables, and all Intellectual Property Rights therein, created by Personnel assigned to the CLIENT in the course of performing EOR Employment Services, effective on creation. This clause 8.2 applies only to EOR Employment Services and does not apply to any other Service Category.

8.3 Platform IP Override. Notwithstanding any other provision of this Agreement or any Proposal, SOW, Order Form, Pricing Schedule, Schedule or Appendix, nothing that constitutes, incorporates, or is a modification, enhancement or derivative of Platform IP assigns to the CLIENT or any third party, regardless of when it was created, who requested, directed, funded or supervised its creation, or whether it was created in the course of the Services. This clause prevails over any contrary provision.

8.4 Residual rule. As between the Parties, all Intellectual Property Rights in the Platform IP, the Services and the Deliverables not expressly assigned under clause 8.2 are and remain the property of teamified. Nothing in this Agreement transfers to teamified any ownership of the CLIENT's pre-existing materials or Client Data. No assignment or licence is implied by conduct, course of dealing, supervision, payment of fees, or the contribution of ideas, feedback or specifications by either Party.

8.5 Fallback licence. To the extent any rights in Deliverables cannot be assigned under clause 8.2, teamified grants the CLIENT a non-exclusive, perpetual, fully-paid, royalty-free licence to use those Deliverables for its internal business purposes, sublicensable only to the CLIENT's Related Bodies Corporate. Where any Platform IP is embedded in a Deliverable, the CLIENT's rights in that embedded Platform IP are limited to a non-exclusive licence to use it solely as part of that Deliverable, and where use of the Deliverable requires access to the Self-Serve Platform, that licence is coterminous with the CLIENT's active Plan.

8.6 Improvements and Feedback. All modifications, enhancements, improvements and derivative works of Platform IP, whenever and however created (including where developed in response to, or as a result of, the Services or the CLIENT's use of the Self-Serve Platform), vest in teamified on creation, and to the extent any such rights vest in the CLIENT, the CLIENT presently assigns them to teamified with effect from creation. The CLIENT assigns to teamified all Intellectual Property Rights in Feedback on provision. teamified has no obligation to use Feedback and owes no compensation for it.

8.7 Moral Rights. In respect of Deliverables assigned under clause 8.2, teamified will use reasonable endeavours to procure from the relevant Personnel written consents to acts or omissions that would otherwise infringe their Moral Rights, to the extent permitted by law.

8.8 Further assurance. Each Party must, at the requesting Party's cost, execute documents and do all things reasonably necessary to give effect to this Section 8.

8.9 Non-assertion of patents.

(a) The CLIENT covenants that it will not, and will procure that its Related Bodies Corporate do not, assert any Patent against teamified or its Related Bodies Corporate, or against any customer, supplier or partner of teamified, to the extent the assertion relates to the provision, operation, maintenance, improvement or succession of the Services or the Platform.

(b) teamified covenants that it will not, and will procure that its Related Bodies Corporate do not, assert any Patent against the CLIENT or its Related Bodies Corporate to the extent the assertion relates to the CLIENT's authorised use of the Services in accordance with this Agreement.

(c) The covenants in this clause 8.9 apply during the Term and for three (3) years after its expiry or termination, and bind each Party's successors and assigns, including any person that acquires a Patent from a Party.

(d) If a Party (or its Related Body Corporate) breaches this clause 8.9: (i) the other Party's covenant under this clause immediately terminates; and (ii) the other Party may terminate this Agreement with immediate effect by written notice, without prejudice to any other right or remedy.

SECTION 9. PRIVACY

9.1 Each Party must comply with all Privacy Laws applicable to it in connection with this Agreement. teamified's handling of Personal Information on behalf of the CLIENT is governed by Schedule 5 (Data Processing and Privacy), which forms part of this Agreement.

9.2 Definitions relating to privacy and data are set out in Schedule 1.

SECTION 10. REPRESENTATIONS AND WARRANTIES

10.1 teamified represents and warrants that it is a duly registered company under Australian law with the necessary capital, equipment and expertise to independently perform its obligations under this Agreement.

10.2 The CLIENT represents and warrants that it is a duly registered corporation under the laws of Australia with full right, power and authority to enter into this Agreement; that it has the necessary capital to perform its obligations; and that entering into this Agreement will not violate any laws of Australia, including labour and taxation laws.

10.3 Non-solicitation. The CLIENT represents and warrants that for the term of this Agreement and one (1) year following its termination or expiration, it will not directly, indirectly or through third parties solicit or hire any teamified Personnel (including Third Party Personnel met through teamified), including key personnel, candidates, senior employees, or anyone who directly or indirectly conducted work for the CLIENT through teamified, unless it seeks and receives written permission from teamified. Breach of this clause is a material breach of this Agreement.

10.4 teamified further represents and warrants that:

(a) it possesses the business, professional and technical expertise and resources to perform its obligations;

(b) it is aware of the standards and services required by the CLIENT under Section 4;

(c) it possesses, and shall maintain for the term, all requisite permits, licences, certificates, insurances and approvals under applicable law; and

(d) it will comply with Schedule 4 (Security).

10.5 teamified represents and warrants that it will, at its own expense, effect and maintain the insurances set out as follows:

(i) teamified will effect and maintain throughout the term, with reputable insurers: (a) Public Liability insurance of AUD $10,000,000; (b) Professional Indemnity insurance of AUD $1,000,000 per claim; and (c) Cyber Liability insurance of AUD $2,000,000.

(ii) teamified will provide certificates of currency annually on request.

(iii) teamified will maintain professional indemnity and cyber run-off cover (or continuous cover) for three (3) years following termination of the last active Service.

(e) Insurance is not a limit on, or a substitute for, the liability provisions in Section 11A.

SECTION 11. INDEMNIFICATION AND LIABILITY

11.1 teamified will defend, indemnify and hold harmless the CLIENT, its officers and directors, from and against any and all losses, liabilities, claims, damages, expenses and costs (including reasonable attorney's fees) ("Losses") subject in all respects to Section 11A, resulting solely from third party claims, demands, suits or proceedings arising out of:

(a) all issues related to the employment of Personnel who perform services for the CLIENT under this Agreement, including income tax withholding, employment taxes, employee benefits, and any actual or alleged violation of employment-related laws (including discrimination, harassment, retaliation, termination, background checks, leaves of absence, wage payment timing and manner, and all other wage and hour laws, including itemised wage statements, expense reimbursement and paid time off);

(b) teamified's or any Personnel's negligence, recklessness, wilful or intentional misconduct in connection with this Agreement;

(c) any breach by teamified or the Personnel of this Agreement;

(d) any Personnel not having the necessary visa or travel requirements to provide the services;

(e) any infringement by teamified, its Personnel or subcontractors of any third party rights (including Intellectual Property Rights), to the extent the claim arises under the laws of a jurisdiction in which teamified makes the Services available to the CLIENT under this Agreement; provided that teamified has no liability under this paragraph (e) to the extent the claim arises from: (i) Client Data or materials supplied by the CLIENT; (ii) modifications made other than by teamified; (iii) combination of the Services or Self-Serve Platform with items not supplied or authorised by teamified, where the claim would not have arisen but for the combination; or (iv) use other than in accordance with this Agreement and the documentation. In respect of any claim under this paragraph 11.1(e) relating to the Self-Serve Platform, teamified may at its option and cost: procure the right for the CLIENT to continue use; modify or replace the affected component so it is non-infringing without material loss of functionality; or, if neither is reasonably achievable, terminate the affected Plan and refund the value of the CLIENT's Token Balance in accordance with clause 5.13(e). This paragraph, together with the indemnity, is the CLIENT's sole and exclusive remedy for third-party IP infringement; and

(f) the death or personal injury of any Personnel or property damage caused by Personnel in undertaking the services.

Provided that, in relation to items (a) to (d), teamified has no obligation to indemnify the CLIENT to the extent Losses are caused by the CLIENT's negligence, recklessness, wilful or intentional misconduct or material breach of this Agreement.

11.2 Indemnification procedure. The indemnified Party must:

(a) promptly notify the indemnifying Party of the claim;

(b) allow the indemnifying Party sole control of the defence and settlement (provided no settlement imposing non-monetary obligations on the indemnified Party may be made without its consent, not to be unreasonably withheld); and

(c) provide reasonable cooperation at the indemnifying Party's cost.

11.3 CLIENT indemnity. The CLIENT will defend, indemnify and hold harmless teamified, its officers and directors, from and against all Losses resulting from third-party claims arising out of:

(a) Client Data or materials supplied by the CLIENT, including any claim that they infringe third-party rights or breach applicable law;

(b) the CLIENT's employment or engagement decisions, including any decision made using or informed by AI Output;

(c) the CLIENT's breach of its obligations as deployer under Schedule 6 (AI Services), including bias audit, candidate notice and jurisdictional compliance obligations; and

(d) the CLIENT's breach of clause 5.2 or the Acceptable Use Policy; provided that the CLIENT has no obligation to indemnify teamified to the extent Losses are caused by teamified's negligence, wilful misconduct or material breach of this Agreement. This clause is subject to Section 11A.

SECTION 11A. LIMITATION OF LIABILITY

11A.1 Cap. Subject to clauses 11A.3 and 11A.4, each Party's total aggregate liability to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, indemnity or otherwise, is limited to the lesser of:

(a) the Net Service Fees paid or payable by the CLIENT in the twelve (12) months preceding the event giving rise to the liability, in respect of the Service Category to which the liability relates; and

(b) AUD $250,000.

11A.2 Exclusion of consequential loss. Subject to clause 11A.4, neither Party is liable to the other for any loss of profits, revenue, business, goodwill, anticipated savings, or data (other than the cost of restoring data from the last available backup), or for any indirect, incidental, special or consequential loss, however arising, even if advised of the possibility.

11A.3 Super-cap. Each Party's total aggregate liability for:

(a) claims under the third-party IP infringement indemnity in clause 11.1(e); and

(b) breach of Section 7 (Confidentiality), Section 9 and Schedule 5 (Privacy) or Schedule 4 (Security), is limited to two (2) times the cap in clause 11A.1 and is not counted against that cap.

11A.4 Unlimited matters. Nothing in this Agreement limits or excludes liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) wilful misconduct;

(d) the CLIENT's obligation to pay fees and amounts properly due (including salary and statutory pass-through amounts under clauses 6.8 and 6.9); or

(e) any liability that cannot be limited or excluded by law.

11A.5 Australian Consumer Law. Where any guarantee under the Australian Consumer Law applies and cannot be excluded, teamified's liability is limited, to the extent permitted, to resupply of the services or payment of the cost of resupply.

11A.6 Indemnities capped. Every indemnity in this Agreement (including clauses 7.5 and 11.3) is subject to this Section 11A, except to the extent it relates to a matter in clause 11A.4.

11A.7 No Schedule variation. No Proposal, SOW, Order Form, Pricing Schedule or Schedule may vary this Section 11A or Section 8 unless it expressly identifies the clause varied and is signed by authorised representatives of both Parties.

SECTION 12. GENERAL PROVISIONS

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(a) Non-exclusivity. This Agreement is non-exclusive and does not prohibit either Party from entering into similar agreements with other parties.

(b) Independent contractor. teamified's relationship with the CLIENT is that of an independent contractor. Nothing creates a partnership, joint venture or employer-employee relationship. teamified is solely responsible for all tax returns and payments with respect to its performance of services and Personnel compensation.

(c) Notices. All notices must be in writing and are sufficiently sent by prepaid registered post to the other Party's registered office or the address specified in this Agreement.

(d) Force majeure. Neither Party is responsible for delays or failures resulting from acts beyond its reasonable control and without its fault or negligence, including riots, rebellions, accidental explosions, floods, storms and acts of God. The affected Party must notify the other promptly and use reasonable endeavours to mitigate. This clause does not excuse payment of amounts properly due.

(e) Waiver. No waiver, amendment or modification is effective unless in writing and signed by the Party against whom it is sought to be enforced. Failure or delay in exercising any right is not a waiver.

(f) Governing law. This Agreement is governed by the laws of Victoria, Australia.

(g) Severance. If a provision is held void, invalid, illegal or unenforceable, it is to be read down as narrowly as necessary to be valid, failing which it is severed without affecting the remainder.

(h) Consents. Except as provided in this Agreement, a Party may give, condition or withhold any consent at its sole discretion without obligation to give reasons.

(i) Assignment. The CLIENT may not assign, transfer or otherwise deal with its rights or obligations. teamified may assign, transfer or otherwise deal with its rights or obligations at its sole discretion upon reasonable notice to the CLIENT.

(j) Cumulative remedies. The powers, rights and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies.

(k) Entire understanding. This Agreement contains the entire understanding between the Parties and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements in respect of its subject matter.

(l) Amendment. This Agreement may only be amended by a written instrument executed by all Parties, except that teamified may vary the fees in Schedule 3 in accordance with clause 6.11 without amendment or re-execution of this Agreement.

(m) Counterparts. This Agreement may be executed in any number of counterparts that together form one instrument.

(n) Costs. Each Party pays its own costs and expenses (including legal costs) in connection with the negotiation, preparation and execution of this Agreement.

(o) Further assurance. Each Party must promptly do all things necessary to give full force and effect to this Agreement.

(p) Order of precedence. If there is any inconsistency between the documents forming this Agreement, the following order applies, and the document higher in the list prevails to the extent of the inconsistency:

(i) the clauses of this Agreement, including Appendix A; (ii) Schedule 2 (Applicability Matrix), as to which Services apply to each Service Category; (iii) Schedule 1 (Definitions), as to the meaning of a defined term, but not so as to alter an operative obligation in the clauses; (iv) Schedule 3 (Commercial Terms) and Schedule 7 (Service Levels); (v) Schedule 4 (Security), Schedule 5 (Data Processing and Privacy) and Schedule 6 (AI Services); and (vi) each Separate Document, in the version incorporated in Schedule 2.

Despite the order above, where a Schedule in item (v) imposes a stricter obligation for the protection of Personal Information, Client Data or Biometric Information, that stricter obligation applies.

SECTION 13. DISPUTES

13.1 A Party may not commence court proceedings relating to any dispute arising from or in connection with this Agreement (including a dispute about whether a notice of termination was validly given) ("Dispute") without first meeting with the other Party to seek in good faith to resolve the Dispute within seven days of it arising, unless a longer period is mutually agreed.

13.2 Nothing in clause 13 prevents, suspends or delays:

(a) a party's right to terminate under clause 1.7 once the cure period in that clause has expired;

(b) Teamified's right to suspend the Services or the Platform under clause 5.4 or clause 6.7;

(c) the notice of breach, cure and escalation steps in paragraph 6 of Schedule 4, which run in parallel with this clause 13 and are not a precondition to it; or

(d) either party seeking urgent interlocutory or injunctive relief to protect its Confidential Information, Client Data or Intellectual Property.

A party is not required to wait for a meeting under clause 13.1 before exercising a right listed in this clause 13.2.

13.3 If the Parties cannot resolve the Dispute at that initial meeting, either Party may refer the matter to the Resolution Institute for appointment of a mediator. The Parties bear the mediator's fees equally but pay their own costs.

13.4 The dispute resolution process is deemed complied with if: (a) the mediation concludes without resolution; or (b) the Dispute is not resolved within 2 months after the Parties first meet. Nothing in this Section prevents a Party from seeking urgent injunctive or declaratory relief.

APPENDIX A - TERMS AND CONDITIONS FOR STAFF MANAGEMENT AND SUPERVISION

1. The CLIENT may retain a general supervision role over assigned Personnel to ensure accomplishment of the desired result, provided such authority is strictly limited to general supervision and performance of the Personnel's work.

2. The work to be performed will be set out by the CLIENT. Personnel will report results, to the extent required, to the CLIENT's project manager or designated officials.

3. The CLIENT may evaluate Personnel performance. If the CLIENT, acting reasonably, determines Personnel do not competently perform the necessary functions, the CLIENT shall recommend substitution and/or termination to teamified, with replacement Personnel of substantially the same qualifications as approved by the CLIENT. teamified shall act on such recommendation promptly, subject at all times to compliance with the labour laws, due process requirements, and notice obligations of the jurisdiction in which the Personnel are employed or engaged. Where such laws impose procedural steps or timelines, teamified shall initiate them without undue delay, and this shall constitute compliance with this clause. The CLIENT shall provide a written assessment describing the reasons with particularity; the undesirability must be work-related, non-discriminatory, and within the work and conduct expectations made known to the Personnel prior to engagement.

4. In cases of substitution and/or termination, teamified will inform the concerned Personnel upon receiving the CLIENT's written evaluation. Under no circumstances may the CLIENT directly inform the Personnel of the details of such substitution and/or termination.

5. For matters requiring disciplinary action, the CLIENT undertakes to report any alleged Personnel misbehaviour or infraction to teamified, which has exclusive authority to resolve such issues. The CLIENT's authority is strictly limited to reporting; it may not interfere with teamified's evaluation, penalties or internal investigations.

6. teamified has exclusive authority to communicate, set and negotiate wages, benefits and similar employment terms with Personnel. The CLIENT may suggest bonuses, increases, disciplinary actions or promotions, but these are always subject to teamified's approval and may never be granted or imposed directly by the CLIENT.

7. teamified has sole and exclusive authority to handle all employment matters and alleged Personnel violations. All Personnel abide by teamified's rules and policies on wages, benefits and employment terms, set in accordance with the laws of the country from which the Personnel are engaged.

8. For the avoidance of doubt: (a) the CLIENT's supervision, direction or evaluation of Personnel under this Appendix does not create any employment relationship between the CLIENT and any Personnel; and (b) does not confer on the CLIENT any inventorship, authorship or ownership of any Intellectual Property, which is governed exclusively by Section 8 of the Agreement, including clause 8.3.