Service Agreement

Introduction

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

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 recruitment, technology platform, employer of record and related workforce services;

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

NOW THEREFORE, the parties agree as follows:

Section 1. Term and Termination

1.1 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.

1.2 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 subscriptions — 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.

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

1.4 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.

1.5 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.

1.6 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. 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 or Pricing Schedule:

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. The CLIENT must not permit any third party to access or use the Self-Serve Platform without teamified's prior written consent.

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: • not disclose the CLIENT's Confidential Information and assign any intellectual property created during the Services to the CLIENT; • not gain unauthorised access to any of the CLIENT's data, systems, environments, Confidential Information or Intellectual Property; • maintain the confidentiality and security of all account credentials and passwords; • comply with all applicable privacy, data protection and security laws; • not publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other malicious code; • not use, or knowingly permit the use of, security testing tools to probe, scan or penetrate the CLIENT's systems without prior written consent; • comply with the CLIENT's reasonable security requirements and policies as notified from time to time; • comply with any other reasonable policies or procedures prescribed by the CLIENT; and • 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 The CLIENT is granted a non-exclusive, non-transferable, revocable licence to access and use the Self-Serve Platform during the applicable subscription term solely for its internal business purposes. All intellectual property rights in the platform remain the property of teamified.

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 1 apply to that Service.

6.2 Payment Procedure — Monthly Fees. The CLIENT shall pay all MONTHLY FEES (including Retained Recruiter retainers, Self-Serve Platform subscriptions 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 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 0.15% per day, accruing daily from the due date until actual payment, whether before or after judgment.

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 1.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 1.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 Personnel leave entitlements (vacation/service incentive/holiday, public holidays, bereavement and calamity, casual, compensatory, earned, optional, maternity, paternity, solo parental, special, victims of violence against women and their children, and sick leave). 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 1 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.

Section 7. Confidentiality

7.1 Confidential Information means, with respect to the Disclosing Party, its products, proposals and pricing information, and any and all information provided to the Receiving Party, including concepts, data, drawings, proposals, specifications, programs, data models, data integration tools and techniques, code, works, samples, copyright, patent and trademark applications or registrations, trade secrets, know-how, customers, customer lists, prospective customers, marketing plans, distribution plans, contracts, security systems and procedures, communications networks, research and development activities, marketing and purchasing activities, accounting and financial records, and any other proprietary information.

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 (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. teamified will indemnify and hold the CLIENT harmless against all costs, damages, liabilities, claims, expenses and losses suffered or incurred by the CLIENT as a result of, or in connection with, a breach of this Section for which teamified is solely responsible.

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 and Inventions Assignment

8.1 Definitions. "Intellectual Property" means all intellectual and technological property of whatever kind, including inventions, designs, patterns, packaging, circuit layouts, artwork, protocols, patents, formulae, compositions, computer programs, mathematical equations, databases, trade secrets, know-how, processes, methodologies, trademarks, brand names, domain names, internet addresses, logos, copyright material, registrable and non-registrable designs, and business names. "Intellectual Property Rights" means all trade secrets, copyrights, trademarks, mask work rights, patents and other industrial or intellectual property rights recognised under international laws and treaties, whether registrable or not. "Moral Rights" means the rights of an author to exercise acts of ownership over their work, including alteration, distortion and recognition of authorship.

8.2 Assignment. teamified irrevocably assigns to the CLIENT all right, title and interest in and to any and all works, documents, concepts, designs and software ("Inventions"), and all Intellectual Property Rights therein, arising out of the Services provided under this Agreement.

8.3 Personnel and third parties. teamified must use all reasonable endeavours to procure that each of its Personnel and any Third Party involved in delivering the Services irrevocably assigns to the CLIENT all right, title and interest in the Inventions on the terms in clause 8.2.

8.4 Further assurance. During and after the term, teamified must (and must procure that its Personnel and any Third Party): (a) comply with any CLIENT request to execute documents or take steps necessary to transfer ownership; (b) deliver into the CLIENT's possession all material forms and embodiments of the assigned rights; and (c) execute documents and do all things reasonably requested to obtain, enforce or defend those rights.

8.5 Moral Rights. Any assignment of Inventions includes an assignment of all Moral Rights. To the extent Moral Rights cannot be assigned, and where permitted by law, teamified unconditionally and irrevocably waives their enforcement and all related claims against the CLIENT and its customers, and will procure the same waivers from its Personnel and any Third Party. To the extent any rights in Inventions cannot be assigned, teamified grants the CLIENT an exclusive, perpetual, fully-paid, royalty-free, irrevocable and worldwide licence (with rights to sublicense through multiple levels) to reproduce, make derivative works of, distribute, publicly perform, publicly display, make, have made, use, sell, import, offer for sale, and exercise all present and future rights in such Inventions.

8.6 Limits. The above does not authorise the CLIENT to: (a) use teamified's name or reputation with respect to any altered version of its work that would substantially injure the reputation of another author; or (b) use teamified's name with respect to work it did not create.

8.7 Background IP. Each Party retains all right, title and interest in Intellectual Property Rights owned by or licensed to it before the commencement of Services ("Background IP"). If any teamified Background IP is incorporated into the Inventions, teamified grants the CLIENT a non-exclusive, perpetual, fully-paid, royalty-free, irrevocable and worldwide licence to use that Background IP in connection with the Invention, and warrants it has the legal right to grant that licence.

8.8 Expenses. All expenses resulting from the assignment of Inventions (transfer documentation, taxes, IP registration and upkeep fees) shall be borne by the CLIENT.

Section 9. Privacy

9.1 teamified and all Personnel must comply with the Privacy Act 1988 (Cth) in relation to any Personal Information received or made available by the CLIENT.

9.2 teamified must: (a) immediately notify the CLIENT in writing if any Personal Information supplied or collected from the CLIENT is subject to, or suspected to be subject to, a Data Breach or attempted Data Breach; (b) take immediate steps to contain, investigate, mitigate and remediate any Data Breach or attempted Data Breach; and (c) cooperate in good faith and provide all reasonable assistance to the CLIENT, including to enable the CLIENT to comply with its obligations under relevant privacy laws.

9.3 "Personal Information" has the same meaning as in the Privacy Act 1988 (Cth). "Data Breach" means any event in which Personal Information is lost or subjected to unauthorised access, modification, use, disclosure or other misuse.

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

10.5 teamified shall exercise reasonable care and diligence to ensure all Personnel hired and assigned to the CLIENT's account accord with Section 4.

10.6 teamified represents and warrants that it shall implement appropriate security measures to guard against unauthorised access to hardware, equipment and software used to provide the Services, so that CLIENT data is maintained accurately and safeguarded.

10.7 teamified represents and warrants that it will, at its own expense, effect and maintain such insurances throughout the term as a reasonable and prudent person operating a substantially similar business would maintain.

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") 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); 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.

Section 12. General Provisions

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. teamified is not 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.

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 1 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 this Agreement and any Proposal, SOW, Order Form or Pricing Schedule, the Proposal, SOW, Order Form or Pricing Schedule prevails in relation to the relevant Service, except where this Agreement expressly states otherwise.

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 any question regarding its existence, validity or termination) ("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 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.

13.3 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 — Staff Management and Supervision

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.

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.

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.

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.

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.

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.

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.

Schedule 1 — Commercial Terms

All fees are exclusive of GST unless otherwise stated.