Terms & Conditions

CLIENT SERVICES AGREEMENT

BASIS OF AGREEMENT

CoProduce Pty Ltd ACN 644 235 978 (CoProduce, we, or us) carries on the business of providing event

planning and management services as set out on our website https://www.coproduce.com.au/

(Website). CoProduce has agreed to provide the Services to the you (the Client or you) and the Client

has agreed to procure the Services from CoProduce in accordance with the Key Agreement Details set

out on the Website at the time the Client made payment for our Services (which together form this

“agreement”).

1 READING AND ACCEPTING THESE TERMS

(a) (b) (c) Capitalised words and phrases used in these terms and conditions have the

meaning given:

(i) to that word or phrase in the Key Agreement Details;

(ii) to that word or phrase in a Key Agreement Details;

(iii) by the word immediately preceding any bolded and bracketed word(s)

or phrase(s); or

(iv) in the definitions in clause 20 of this agreement.

By clicking the tick box below or clicking the “I accept this agreement” button on

our Website, paying for the Services or otherwise accepting the benefit of any part

of your Services, you agree to be bound by this agreement which form a binding

contractual agreement between you the person acquiring the Services or the

company you represent and are acquiring the Services on behalf of (‘you’ or

‘your’) and us.

Where this agreement is accepted by parent or guardian on behalf of another

individual, that parent or guardian warrants that they have sufficient authority to

accept this agreement on that individual’s behalf and agrees to indemnify us for

any loss or damage suffered by us if this agreement is found to be unenforceable

against that individual for any reason.

2 DURATION AND RENEWAL OF THIS AGREEMENT

This agreement commences on the date both parties sign the agreement, and continues in

effect until the Services have been performed as set out in the Key Agreement Details (Term),

unless earlier terminated in accordance with clause 16.3 ORDERING AND PERFORMANCE OF SERVICES

3.1 BRIEFS BY CLIENT

(a) Prior to the acceptance of the Services, the Client may provide CoProduce with a

brief that sets out what services are required by the Client (Client Briefs).

CoProduce will produce the Services in accordance with the Client Briefs.

(b) CoProduce may, at its discretion, accept or revise a Client Brief. If a Client Brief

requests Services that are outside of the scope of Services set out in the Proposal,

CoProduce will provide a revised brief to the Client for its approval or contact the

Client to discuss limiting the scope of the Client Brief so it falls within the Services.

3.2 SERVICES TO BE PROVIDED

(a) In consideration for the payment of the Fees, CoProduce will perform the Services

in accordance to the extent described in the relevant Key Agreement Details.

(b) Any time frame agreed for the performance of the Services is indicative only and

subject to change on notice by CoProduce.

(i) not commence work on any Services until the Client has paid any Fees

or deposit payable in respect of such Services; and

(ii) withhold delivery of Services until the Client has paid the invoice in

respect of such Services.

3.3 ADDITIONAL SERVICES OUTSIDE OF THE SCOPE

(a) The parties may agree to additional services that are required to be provided

which are outside the scope of the existing Services.

(b) These terms and conditions may apply to all additional work between the parties,

and where relevant these terms will supersede any existing quotation for services

provided by CoProduce if specified.

Services will not limit or otherwise affect any other current agreement between the

parties.

3.4 CHANGES TO THE SERVICES

(a) The Client must pay a ‘change in scope fee’, in an amount reasonably determined

by CoProduce (Change Fee), for changes to Services requested by the Clientwhich alter the scope set out in the relevant Key Agreement Details and require

CoProduce to perform additional work or incur additional costs (Changes).

(b) Unless otherwise agreed in writing, CoProduce may at its discretion extend or

modify any delivery schedule or deadlines for the Services as may be reasonably

required by such Changes.

(i) CoProduce agrees in writing to perform the Changes;

(ii) the Client confirms in writing that they wish for CoProduce to proceed

with the Changes and the relevant Change Fee; and

(iii) the Client pays the Change Fee, in accordance with clause 8.1 as if it

was a Fee.

3.5 DELIVERABLES AND ACCEPTANCE

(a) The Client agrees that it must notify CoProduce within 14 business days of receiving

the Services if there are any concerns with the Services.

(b) If the Client does not provide any notice of its concerns within this timeframe, the

Services are deemed to be accepted by the Client and CoProduce will have no

further obligations with respect to the Services provided (unless otherwise required

under Competition and Consumer Act 2010 (Cth)).

3.6 EVENT DATES AND TIMES

Prior to the execution of this agreement, you are required to notify CoProduce of the Event

Date related to the Services. You acknowledge that the Fees specified in the Key Agreement

Details have been determined based on the information you have provided regarding the

event location, event conditions, timing, required services, and other relevant factors. Should

any of these details change, the scope of the Services will be considered altered,

necessitating a revision of the quoted Fees in accordance with clause 3.4.

3.7 THIRD PARTY TERMS AND CONDITIONS

(a) The Client acknowledges and agrees that the terms and conditions of third-party

suppliers of goods or services (Third Party Terms) may apply to any part of the

Services including but not limited to third party vendors that the Client has

engaged for the Event Date.

(b) CoProduce will endeavour to notify the Client of Third-Party Terms that apply to the

Services, in which case:(c) (i) (ii) the Client must immediately notify CoProduce if they do not agree to the

Third-Party Terms; and

if CoProduce does not receive a notice in accordance with

clause 3.7(b)(i) the Client will be taken to have accepted those Third

Party Terms, and CoProduce will not be liable for any loss or damage

suffered by the Client in connection with such Third Party Terms.

The Client acknowledges and agrees that if the Client does not agree to any Third-

Party Terms, this may affect CoProduce’s ability to meet Key Dates and / or Times.

4 DRY HIRE OF EQUIPMENT

4.1 USE

(a) (b) The Client must ensure that the Equipment is only used:

(i) at the Event Location;

(ii) in accordance with the Equipment manufacturer’s requirements,

recommendations and instructional materials provided to the Client; and

(iii) in accordance with all Laws, rules and regulations applicable to the

Equipment and its use and/or relating to the Event Location.

The Client must not, and must not allow any Personnel or third party to:

(i) (in the case of children) allow unsupervised use of the Equipment during

the Hire Period;

(ii) use the Equipment for any dangerous or illegal purpose;

(iii) use the Equipment for an unintended purpose;

(iv) vandalise, modify or make any alterations to the Equipment, including

by unauthorised repair;

(v) use or allow the Equipment to be used while the operator is under the

influence of alcohol or drugs;

(vi) use the Equipment in a way that fails to comply with any instructions

(written or otherwise) provided by us;

(vii) use the Equipment when it is damaged or unsafe;

(viii) affix or install any accessories, equipment or device on or to the

Equipment without CoProduce’s prior written consent;

(ix) sub-hire the Equipment.4.2 MAINTENANCE

(a) The Client must, when the Equipment is unattended, always keep it locked, stored

and secured in a safe area and keep the keys under their control.

(b) The Client is responsible for the performance and cost of daily maintenance and

care of all Equipment in its possession.

material in wet weather conditions.

4.3 OPERATOR

The Client agrees that they are responsible for the acts and omissions of any other person

they allow to use the Equipment.

4.4 CLEANING

The Client acknowledges that the Equipment is rented out in a clean condition. The Client

must clean the Equipment as instructed by CoProduce and return the Equipment in a

reasonable state of cleanliness (inside and out) as it was on the Start Date (Clean). If the

Equipment is not Clean upon return, a cleaning fee covering the total cost to CoProduce to

clean the Equipment will apply.

5 PERSONAL PROPERTY SECURITIES

5.1 APPLICATION

Until such time as the Fees for the Equipment are paid for in full in cleared funds, this clause

shall apply to the supply of Equipment.

5.2 OWNERSHIP

(a) The Equipment is and will at all times remain the property of CoProduce, notwithstanding

delivery of the Equipment to the Client or the possession and use of the Equipment by the

Client.

(b) The Client will not have any right, title or interest in or to the Equipment except as

expressly set out in this Agreement.

5.3 POSSESSION

The Client must not, without CoProduce’s prior written consent, part with possession of the

Equipment during the Hire Term.5.4 ENCUMBRANCES

The Client must not allow any security interest, encumbrance, charge or lien of any kind to

arise or remain in relation to the Equipment, including a repairer’s lien.

5.5 PERSONAL PROPERTY SECURITIES

The Client acknowledges and agrees that notwithstanding any other provision of this

Agreement:

(a) the Personal Property Securities Act 2009 (Cth) and its regulations as amended

and in force from time to time (“PPSA”) applies to any supply of Equipment by

CoProduce to the Client;

(b) by agreeing to and/or accepting or adopting this Agreement the Client grants to

CoProduce:

(i) (c) (d) (e) (f) a purchase money security interest in the Equipment (on the basis that

the Equipment are sold on retention of title terms); and

(ii) a security interest over all present and after-acquired property of the

Client (for purposes of this clause “Client’s Property”),

to secure CoProduce’ interest in the Equipment and all moneys owing or payable

by the Client under this Agreement and any other moneys payable by the Client to

CoProduce from time to time on any account whatsoever;

if a purchase money security interest is not able to be claimed by CoProduce in

respect of the Equipment for any reason, CoProduce will have a security interest in

the Equipment;

the Client agrees that CoProduce’ security interest in Equipment and the Client’s

property covered by this Agreement may be registered on the PPSR and the Client

agrees to do all things necessary and required by CoProduce to effect registration

of CoProduce’ security interest on the PPSR in order to give CoProduce’ security

interest the best priority possible and anything else CoProduce requests the Client

to do in connection with the PPSA without delay;

the Client warrants that all information provided by the Client to CoProduce,

including but not limited to the Client’s details, including the entity, name, ACN or

ABN and address set out in the Quote is correct in all respects and must not

change its name, address or other details set out in the Quote without providing

CoProduce with at least 20 business days prior written notice;(g) (h) (i) (j) (k) (l) (m) the Client unconditionally and irrevocably appoints CoProduce as its attorney to

do any of acts and matters set out in this clause 5 in the event that the Client fails,

delays or declines to execute such documents or do such acts;

the Client agrees that it will not grant a security interest or other encumbrance in

the Equipment whether under the PPSA or any other law to a third party unless it

has obtained the prior written consent of CoProduce, which CoProduce may refuse

to provide or grant in its absolute and unfettered discretion. CoProduce may

request and the Client must provide any information that CoProduce requires,

acting reasonably, in order to fully consider whether to grant its consent;

CoProduce’ security interest in the Equipment, and the Client’s Property extends to

any proceeds in all present and after acquired property including without

limitation book debts and accounts receivable arising from the selling or hiring of

the Equipment, and/or the Client’s Property by the Client;

it has received value as at the date of first delivery of the Equipment and has not

agreed to postpone the time for attachment of the security interest (as defined in

the PPSA) granted to CoProduce under this Agreement;

the Equipment are located in Australia at the date of the supply of the Equipment

and the Client warrants that the Equipment will remain located in Australia for the

duration of the Agreement;

neither CoProduce or the Client will disclose any information to any interested

person unless required to do so under the PPSA;

the Client waives its right under the PPSA:

(i) to receive a copy of any verification statement, financing change

statement, or any notice that CoProduce intends to sell the Equipment

and/or the Client’s Property or to retain the Equipment and/or the

Client’s Property on enforcement of the security interest granted to

CoProduce under this Agreement or any other notice under the PPSA

unless the notice is required to be given by the PPSA and cannot be

contracted out of;

(ii) to object to a proposal by CoProduce to dispose of or purchase or

retain the Equipment and/or the Client’s Property in satisfaction of any

obligation owed by the Client to CoProduce;

(iii) to receive a statement of account following the sale of the Equipment

and/or the Client’s Property; or

(iv) to redeem the Equipment and/or the Client’s Property;(v) will not give (or allow any person to give) to CoProduce a written

demand requiring CoProduce to register a financing change statement

under the PPSA or enter into (or allow any other person to enter into)

the PPS Register a financing change statement under the PPSA; and

(vi) a default under any other security agreement under which it has granted

a security interest to any other party in respect of the Equipment is

deemed to be a breach of this Agreement.

(n) CoProduce is not required to respond to a request made under Section 275 of the

PPSA and that neither party will disclose information of the kind set out in Section

275(1) of the PPSA.

5.6 FURTHER SUPPLIES

The parties acknowledge and agree that any supply of Equipment of any kind by CoProduce

to the Client which is not specifically set out in the Quote but for which CoProduce has or

later issues a tax invoice or any other documentation to the Client is deemed to form part of

the Agreement and is subject to the terms of the Agreement.

5.7 ENFORCEMENT

(a) The enforcement provisions contained in this Agreement are in addition to any

rights available to CoProduce under the PPSA and apply to the maximum extent

permitted by law.

(b) Without limitation to clause 5.5(a) and any other provision of this Agreement

sections 125, 129(2), 142 and 143 of the PPSA are contracted out of.

5.8 POWER OF ATTORNEY

The Client irrevocably nominates, constitutes and appoints CoProduce and/or its officers

and/or its nominees severally to be the true and lawful attorneys of the Client on behalf of

and in the name of the Client to do all things necessary and sign all such documents as may

be necessary to deal with the Equipment in accordance with the enforcement provisions of

this Agreement, the PPSA or otherwise, if the Client is in default of this Agreement.

6 DISCLAIMERS

6.1 NO LEGAL OR FINANCIAL ADVICE

(a) All information provided by CoProduce as part of the Services is general

information based on CoProduce’s opinion and experience, and the information

the Client provides to CoProduce.(b) No information provided as part of the Services is intended to be legal or financial

advice of any kind and it should not be relied on as such.

before relying on the Services. By not seeking such advice, the Client accepts the

risk that the information provided as part of the Services may not meet the specific

needs of its business.

(d) The Client acknowledges and agrees that CoProduce is only providing the Services

and it is the sole responsibility and obligation of the Client to take the appropriate

measures to execute the recommendations given by CoProduce.

6.2 ASSUMPTION OF RISK

(a) The Client acknowledges and agrees that CoProduce’s role is limited to providing

event planning and management services as set out in the relevant Key Agreement

Details, and the Client assumes all risk and responsibility for any loss of property,

injury, death or other harm that may occur to any third parties associated with the

Services and the Premises including but not limited to the Client’s Personnel.

(b) To the fullest extent permitted by law, the Client hereby releases and waives any

and all claims, liabilities, demands, actions, or causes of action against CoProduce

arising out of or in connection with any loss of property, injury, death or other

harm to third parties associated with the Services and the Premises including but

not limited to the Client’s Personnel.

of third parties engaged in connection with the event, including but not limited to

vendors, contractors, the Client’s Personnel and venue operators.

(d) The Client agrees to indemnify, defend, and hold CoProduce harmless from any

claims, demands, losses, liabilities, costs, and expenses arising out of or related to

any loss of property, injury, death or other harm to third parties associated with

the Services and the Premises including but not limited to the Client’s Personnel.

6.3 THIRD PARTIES

(a) CoProduce may assist the Client to engage third-party contractors for goods,

services (Third Parties).

(b) The Client acknowledges and agrees that CoProduce will not be held responsible

for any acts, omissions, negligence, or other conduct of Third Parties engaged in

connection with the Services.(c) The Client acknowledges and agrees that any agreements or contracts entered

into with Third Parties are solely between the Client and the respective Third

Parties.

(d) To the fullest extent permitted by law, CoProduce disclaims any liability for any

loss, damage, injury, or other harm arising from or related to the acts, omissions,

or performance of Third Parties including but not limited to damage to property,

injury and damage to person or death.

(e) The Client is solely responsible for reviewing and approving the terms and

conditions of any agreements or contracts with Third Parties.

(f) The Client agrees to address any disputes, claims, or issues directly with the

relevant Third Parties.

6.4 WORKPLACE DOCUMENTS

(a) As part of the Services, CoProduce may provide the Client with workplace

documents and training resources, including but not limited to template documents

to be used as part of the Client’s business (Workplace Documents).

(b) The Client acknowledges and agrees that:

(i) CoProduce retains ownership of the Intellectual Property Rights the

Workplace Documents;

(ii) nothing in the Workplace Documents is intended to be legal or financial

advice of any kind and they should not be relied on as such;

(iii) the Workplace Documents are templates only and as a result will not be

tailored to the specific needs of the Client’s business; and

(iv) it is the Client’s responsibility to seek legal or financial advice before

relying on the Workplace Documents and ensure that the Workplace

Documents are adjusted and suitable for their business’ needs.

result of or in connection with the Client’s use of the Workplace Documents,

including for any claims made against CoProduce by the Client’s customers or

other third parties.

6.5 DEPENDENCIES

(a) CoProduce’s ability to perform its obligations under this agreement may be

dependent on the Client or its personnel fulfilling their obligations.(b) To the extent that the Client or its personnel does not fulfil their obligations under

this agreement, then (without prejudice to CoProduce’s rights and remedies)

CoProduce will be relieved of its obligations to the Client to the extent that, and

only for so long as, CoProduce is prevented from performing the Services in

accordance with this agreement, and CoProduce will not be liable for any loss,

damage, cost or expense suffered by the Client arising out of or relating to the

aforementioned.

6.6 NO GUARANTEED OUTCOME

(a) All information provided as part of the Services is an opinion only, based on

CoProduce’s experience and expertise.

(b) CoProduce does not guarantee any particular outcome or decision from any third

party on any issue if the Client relies on the Services.

7 CLIENT OBLIGATIONS

7.1 PROVIDE INFORMATION

(a) (b) (c) (d) In a timely manner and within the timeframes specified by CoProduce, the Client

must provide CoProduce with all documentation, information and assistance

reasonably required by CoProduce to perform the Services and agrees that time is

of the essence when information is requested by CoProduce.

The Client agrees to liaise with CoProduce as it reasonably requests for the

purpose of enabling CoProduce to provide the Services.

The Client must provide feedback on all questions and documents provided to the

Client within the agreed time frame, if feedback is included in the Services. If the

Client delays in providing any feedback, there may be delays in the Services which

CoProduce will not be liable for any delays to the estimated time frames.

The Client warrants that all information, documentation and other material it

provides to CoProduce for the purpose of receiving the Services, including any

application logos, Intellectual Property Rights, company information, and

commercial information, is complete, accurate, compliant with any applicable

laws and industry regulations, and up-to-date and that use of any information

provided by the Client to CoProduce will not infringe the Intellectual Property

Rights of any third party and will indemnify CoProduce from and against all losses,

claims, expenses, damages and liabilities (including any taxes, fees or costs) which

arise out of such infringement.(e) The Client releases CoProduce from all liability in relation to any loss or damage

arising out of or in connection with the Services, to the extent such loss or damage

is caused or contributed to by information, documentation or any other material

provided by the Client being incomplete, inaccurate or out-of-date.

7.2 ACCESS

The Client agrees to provide CoProduce with access to:

(a) the Client’s premises and Personnel, to the extent required to perform the Services;

and

(b) any other third party or other accounts used by the Client (including login details

and passwords),

as reasonably required by CoProduce to perform the Services.

7.3 ACCESS TO PREMISES

(a) The Client must allow CoProduce access to any premises or required areas of any

premises reasonably necessary for CoProduce to provide the Services (Premises).

(b) The Client must obtain any authority or approval (including strata or building

management approval if applicable) for CoProduce that is reasonably necessary

for CoProduce to provide the Services.

requirements of the Premises, including anything referred to in Special Conditions

of the Proposal, so that CoProduce has full access to carry out the Services.

(d) Where CoProduce is unable to gain access to the Premises due to the Client’s non-

compliance with this clause, omission, fault or otherwise, it is the Client’s

responsibility to reschedule any Services and CoProduce reserves the right to claim

any expenses including travel and lost income and to charge this to the Client as

an expense under this agreement.

(e) The Client warrants that the Premises are safe for CoProduce to enter and perform

the Services including, where applicable, complying with any relevant workplace

health and safety legislation and requirements.7.4 INSURANCE

(a) The Client acknowledges and agrees that it is responsible for insuring itself against

its risks under and in connection with this agreement.

(b) The Client must ensure that it effects and maintains adequate insurance to cover

the Client’s risks and liabilities under this agreement and any activities undertaken

by the Client in connection with this agreement, including as applicable to the

particular activity, business insurance, professional indemnity insurance, errors and

omissions insurance and public liability insurance for an amount not less than $20

million.

insurance for an amount not less than $20 million but such insurances may not

cover the Client and CoProduce will have no obligation or requirement to insure

the Client under this Agreement. CoProduce reserves the right to apply any

insurance policy it does hold to damage or loss caused or contributed to by the

Client, however CoProduce is under no obligation to.

7.5 COMPLIANCE WITH LAWS

The Client agrees that it will not by receiving or requesting the Services:

(a) breach any applicable laws, rules and regulations (including any applicable

privacy laws); or

(b) infringe the intellectual property rights or other rights of any third party or breach

any duty of confidentiality.

8 FEES AND PAYMENT

8.1 FEES

(a) The Client must pay the Fees:

(i) (ii) (iii) in the amounts, and on or before the Payment Due Date(s), set out in the

Key Agreement Details;

in full without set-off or counterclaim, and without any deduction in

respect of taxes unless prohibited by law; and

in the currency in which the payment is due, and otherwise in Australian

dollars, in immediately available funds(b) (c) (d) If there is no Payment Due Date set out in the Key Agreement Details in relation to

a Fee, that Fee must be paid at the time set out in the relevant invoice issued by

CoProduce.

If an invoice issued by CoProduce does not set out a Payment Due Date, then a

Fee will be due within 10 days from the date of that invoice.

To the maximum extent permitted under the Competition and Consumer Act 2010

(Cth) any Fees paid in accordance with this agreement are non-refundable.

8.2 INVOICES

CoProduce will issue a valid tax invoice to the Client for payment of the Fees. The Client must

pay the Fees in accordance with the remittance method set out in an invoice.

8.3 SUSPENSION OF SERVICES

(a) CoProduce reserves the right to suspend all or part of the Services indefinitely

where the Client fails to pay the Fees in accordance with clause 8.1.

(b) In accordance with clause 10.3 and 16.3, if there are any Materials in the Client’s

possession or knowledge for which the Client has not paid the Fees in full, until

such time as the Client has paid CoProduce the Fees in full, the Client agrees not

to use any such materials, in whole or in part, or the product of such services.

8.4 EXPENSES

Unless otherwise agreed in writing the Client will bear all travel, accommodation, ground

transportation and related expenses reasonably incurred by CoProduce in connection with

any services performed by CoProduce located outside of Sydney, New South Wales,

Australia.

8.5 GST

Unless otherwise indicated, amounts stated in a Key Agreement Details do not include GST.

In relation to any GST payable for a taxable supply by CoProduce, the Client must pay the

GST subject to CoProduce providing a tax invoice.

8.6 CARD SURCHARGES

CoProduce reserves the right to charge credit card surcharges in the event payments are

made using a credit, debit or charge card (including Visa, MasterCard or American Express).8.7 LATE PAYMENT

If the Client does not pay an amount due under this agreement on or before the date it is

due:

(a) (b) (c) (d) CoProduce may immediately suspend provision of the Services;

CoProduce may seek to recover the amount due by referring the matter to a

collection agency;

without limiting any of CoProduce’s other rights under these terms, the Client must

pay CoProduce interest at the rate of 10% per annum on each amount

outstanding, accruing daily and compounding monthly, from the due date for

payment to the date on which payment is received by CoProduce; and

the Client must reimburse CoProduce for any costs it incurs, including any legal

costs, in connection with recovering the amount due or enforcing any of its rights

under this agreement.

9 CONFIDENTIALITY AND PRIVACY

9.1 PRIVACY

The parties must comply with, if applicable, their respective obligations under the Privacy Act

1988 (Cth).

9.2 CONFIDENTIAL INFORMATION

The parties will not, during, or at any time after, the Term, disclose Confidential Information

directly or indirectly to any third party, except:

(a) with the other party’s prior written consent;

(b) as required by Law; or

obligations under this agreement (Additional Disclosees).9.3 NON DISPARAGMENT

The Client agrees not to, either on its own or through any third party, make any statements,

comments or communications (through any means) or take any action which may disparage

or damage the brand or goodwill of CoProduce.

9.4 BREACH

If either party becomes aware of a suspected or actual breach of clause 9.2 by that party or

an Additional Disclosee, that party will immediately notify the other party and take

reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The

parties agree that damages may not be a sufficient remedy for a breach of clause 9.2.

9.5 PERMITTED USE

A party may only use the Confidential Information of the other party for the purposes of

exercising its rights or performing its obligations under this agreement.

9.6 RETURN

On termination or expiration of this agreement, each party must immediately return to the

other party, or (if requested by the other party) destroy, any documents or other Material in

its possession or control containing Confidential Information of the other party.

9.7 ADDITIONAL DISCLOSEES

Each party will ensure that Additional Disclosees keep the Confidential Information

confidential on the terms provided in this clause 9. Each party will, when requested by the

other party, arrange for an Additional Disclosee to execute a document in a form reasonably

required by the other party to protect Confidential Information.

10 INTELLECTUAL PROPERTY

10.1 DEFINITIONS

In this clause and any Key Agreement Details, the following terms have the following

meanings in relation to Intellectual Property Rights:

(a) Existing Material means Material, other than New Material;

(b) New Material means Material that is created, written, developed or otherwise

brought into existence during the Term for the purposes of this agreement; and(c) Material means tangible and intangible information, documents, reports, software

(including source and object code), inventions, data and other materials in any

media whatsoever.

10.2 EXISTING MATERIAL

(a) Except to the extent otherwise stated in a Key Agreement Details or in this clause

10:

(i) (b) (c) (d) each party retains ownership of the Intellectual Property Rights in its

Existing Material; and

(ii) nothing in this agreement transfers ownership of, or assigns any

Intellectual Property Rights in, either party’s Existing Material to the

other party.

The Client grants to CoProduce (and its Personnel) a non-exclusive, royalty free,

non-transferable, worldwide and irrevocable licence to use its Existing Material to

the extent reasonably required to perform any Services.

The Client warrants that CoProduce’s use of the Client’s Existing Material will not

infringe the Intellectual Property Rights of any third party and will indemnify

CoProduce from and against all losses, claims, expenses, damages and liabilities

(including any taxes, fees or costs) which arise out of such infringement.

CoProduce grants to the Client a non-exclusive, royalty free, non-transferable and

revocable licence to use its Existing Material, to the extent:

(i) such Existing Material is incorporated into the New Material; and

(ii) such use is reasonably required for the Client to enjoy the benefit of the

Services.

10.3 NEW MATERIAL

(a) (b) Unless otherwise stated in a Key Agreement Details, Intellectual Property Rights in

New Material are assigned to and vest in the Client upon full payment of the Fees.

The Client grants to CoProduce a perpetual, irrevocable, transferable, worldwide

and royalty free licence (including the right to sublicense) to use, copy, modify and

adapt the New Material.10.4 THIRD PARTY INTELLECTUAL PROPERTY

CoProduce warrants that:

(a) the provision of the Services to the Client; and

(b) the Client’s receipt and use of the Services for their intended purpose,

10.1 will not infringe the Intellectual Property Rights of any third party.

11 ACCREDITATIONS, PHOTOS & VIDEOS

(a) (b) (c) (d) Unless otherwise agreed in writing, CoProduce retains the right to describe the

Services and reproduce, publish and display the Services in CoProduce’s portfolios

and websites for the purposes of recognition or professional advancement, and to

be credited with authorship of the Services in connection with such uses.

CoProduce is permitted to use the Client’s logo and associated Intellectual

Property Rights for the purpose of promoting the business relationship between the

Client and CoProduce on CoProduce’s official website and other promotional

materials. The Client hereby grants CoProduce a non-exclusive, royalty-free license

to use the Client’s logo for promotional purposes.

CoProduce may take photos and videos during the Client’s event. The Client grants

to CoProduce a royalty free, non-exclusive, non-transferable, worldwide and

irrevocable license to use this material for promotional, marketing and advertising

purposes.

The Client agrees to provide CoProduce with access to any photos and videos

taken by the Client’s photographer or videographer for the purposes described in

this clause and grants to CoProduce a royalty free, non-exclusive, non-

transferable, worldwide and irrevocable license to use this material for

promotional, marketing and advertising purposes.

12 SUBCONTRACTING

CoProduce may subcontract the provision of the Services.

13 WARRANTIES

(a) To the maximum extent permitted by applicable law, all express or implied

representations and warranties not expressly stated in this agreement are

excluded.(b) Nothing in this agreement is intended to limit the operation of the Australian

Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL).

Under the ACL, the Client may be entitled to certain remedies (like a refund,

replacement or repair) if there is a failure with the goods or services provided.

14 LIABILITY

14.1 LIMITATION OF LIABILITY

(a) To the maximum extent permitted by law and subject to clause 14.1(b), the total

liability of each party in respect of loss or damage sustained by the other party in

connection with this agreement is limited to the amount paid by the Client to

CoProduce in the three (3) months proceeding the date the relevant liability

occurred.

(b) Clause 14.1(a) does not apply to the Client’s liability in respect of loss or damage

sustained by CoProduce arising from the Client’s breach of:

(i) Clause 8;

(ii) Clause 10;

(iii) Clause 9; or

(iv) negligent, wilful, fraudulent or criminal act or omission.

14.2 CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental,

special or consequential loss or damages, or damages for loss of data, business or business

opportunity, goodwill, anticipated savings, profits or revenue in connection with this

agreement or any goods or services provided by CoProduce, except to the extent this liability

cannot be excluded under the Competition and Consumer Act 2010 (Cth).

15 IF THE PARTIES HAVE A DISPUTE

(a) (b) If an issue between the parties arises under this agreement that cannot be resolved

day-to-day, the parties will make genuine efforts in good faith to participate

cooperatively in mediation, at equal shared expense of the parties.

The parties will conduct mediation through the Australian Disputes Centre (ADC)

and in accordance with the ADC’s Guidelines for Commercial Mediation (as

current at the time of the dispute).(c) (d) (e) (f) (g) The parties will follow the mediator’s recommendations on the extent of mediation

required, and when to stop mediation if the issue cannot be resolved.

If mediation does not resolve the issue, the parties must:

(i) if they haven’t already done so, engage independent legal

representation at their own expense to understand the strength of their

arguments; and

(ii) based on that advice, if settlement is not achieved, participate in

arbitration (or other dispute resolution mechanism agreed in mediation)

through the ADC at equal shared expense.

The parties will follow the binding outcome of arbitration (or other agreed

mechanism).

Either party may at any time during this process make an offer for settlement. The

parties acknowledge and agree it is in their best interests to properly consider all

genuine settlement offers. The parties will use best endeavours to avoid litigation

and reach a prompt settlement.

The process in this clause does not apply where a party requires an urgent

injunction.

16 TERMINATION

16.1 TERMINATION FOR CONVENIENCE

(a) (b) (c) Either party may end this agreement for no reason, by providing notice to the

other party.

This agreement will end 10 Business Days after the day the notice is sent (the End

Date).

(i) On the End Date, CoProduce will provide an invoice to the Client for:

(ii) (iii) any Fees for Services already performed up to the End Date (including

Services performed to prepare not yet completed deliverables);

any pre-approved third party costs CoProduce has incurred on the

Client’s behalf up to the End Date; and

if terminated by the Client, CoProduce’s pre-estimated genuine losses as

a result of the Client ending this agreement. If the Services involve an

Event and if notice under clause 16.1(a) is:(A) 14 days or more prior to the Event Date set out in a Key

Agreement Details, then the Client will be required to pay the

amounts specified in clause 16.1(c)(i);

(B) less than 14 days prior to the Event Date set out in a Key

Agreement Details, then the Client will be required to pay the

amounts specified in clause 16.1(c)(i) or 50% of the Fees,

whichever is greater; or

Agreement Details, the Client will be required to pay 100% of

the Fees.

(together, the Outstanding Amounts)

(d) The Client will pay the Outstanding Amounts to CoProduce on the End Date, unless

otherwise agreed in a written payment plan between the parties.

(e) Once the Outstanding Amounts have been paid, CoProduce will hand over any

completed deliverables.

(f) If CoProduce terminates this agreement pursuant to this clause, CoProduce will

make reasonable efforts to handover the remaining scope of Services to the Client,

so the Client can source an alternative provider.

16.2 TERMINATION FOR BREACH

(a) If a party (the Notifying Party) considers that the other party is in breach of this

agreement (the Breach), the Notifying Party may provide a notice to the other

party.

(b) The notice must include the nature and details of the Breach, with reference to the

relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so,

make suggestions for resolving the Breach.

discretion) to rectify the Breach (the Rectification Period).

(d) After the Rectification Period, the Notifying Party will:

(i) if the Breach has been successfully rectified, notify the other party that

the agreement will continue; or

(ii) if the Breach has not been successfully rectified, notify the other party

that this agreement is terminated (Termination for Breach Notice).(e) Following a Termination for Breach Notice, the parties will stop all work under this

agreement unless otherwise agreed. Where the Notifying Party is CoProduce, the

amounts set out in clause 16.1(c)(iii) will be payable by the Client to CoProduce.

Where the Notifying Party is the Client, the amounts set out in clause 16.1(c)(i) will

be payable by the Client to CoProduce. 16.1(c)

(f) Any disputes regarding termination under this clause must be dealt with in

accordance with clause 15. The indemnities, warranties and liability caps in clause

14 will apply to any disputes and resulting claims. Any pre-estimated losses in

clause 16.1 will not limit or otherwise effect CoProduce’s rights under this

agreement, at law or otherwise in equity; CoProduce’s losses resulting from the

Client’s breach are likely to far exceed its losses resulting from termination for the

Client’s convenience.

16.3 OTHER CONSEQUENCES FOR TERMINATION

If this agreement ends, in addition to the specific consequences set out in clause 16.1 or 16.2

(as applicable), the parties will:

(a) return all property and Confidential Information to the other party;

(b) comply with all obligations that are by their nature intended to survive the end of

this agreement, including without limitation clauses 5, 8, 9, 10, 13, 14, 17, 18, 19 and

this agreement ends in accordance with clause 10.

17 FORCE MAJEURE

(a) (i) A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected

Party which prevents the Affected Party from performing an obligation under this

agreement (other than an obligation to pay money), including any:

act of God, lightning strike, meteor strike, earthquake, storm, flood,

landslide, explosion or fire;

(ii) strike or other industrial action;

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil

commotion, epidemic, pandemic; or

(iv) decision of a government authority in relation to COVID-19, or other

epidemic or pandemic,

to the extent the occurrence affects the Affected Party’s ability to perform the

obligation.(b) If a party (Affected Party) becomes unable, wholly or in part, to carry out an

obligation under this agreement (other than an obligation to pay money) due to a

Force Majeure Event, the Affected Party must give to the other party prompt written

notice of:

(i) (ii) (c) (d) reasonable details of the Force Majeure Event; and

so far as is known, the probable extent to which the Affected Party will

be unable to perform or be delayed in performing its obligation.

Subject to compliance with clause 17(b), the relevant obligation will be suspended

during the Force Majeure Event to the extent that the obligation is affected by the

Force Majeure Event.

The Affected Party must use its best endeavours to overcome or remove the Force

Majeure Event as quickly as possible and resume performing the relevant

obligation.

18 NOTICES

(a) (b) (c) Any notices required to be sent under this agreement must be sent via email using

the party’s email addresses set out in the Key Agreement Details and the email’s

subject heading must refer to the name and date of this agreement.

If no email address is stated in this agreement, the notice may be sent to the email

address most commonly used by the parties to correspond in relation to this

agreement at the time the notice is sent.

The notice will be considered to be delivered 24 hours after it was sent, unless the

sender has reason to believe the email failed to send or was otherwise not

delivered or received.

19 GENERAL

19.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party

irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia

and courts of appeal from them in respect of any proceedings arising out of or in connection

with this agreement. Each party irrevocably waives any objection to the venue of any legal

process on the basis that the process has been brought in an inconvenient forum.19.2 AUTHORITY

Each party represents and warrants to the other that it has the authority to enter into this

agreement and that it is not a party to any other agreement which prohibits it from entering

into this agreement or which renders any provision of this agreement ineffective or

unenforceable.

19.3 BUSINESS DAYS

If the day on which any act is to be done under this agreement is a day other than a Business

Day, that act must be done on or by the immediately following Business Day except where

this agreement expressly specifies otherwise.

19.4 AMENDMENTS

This agreement may only be amended in accordance with a written agreement between the

parties.

19.5 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver

of any right unless the waiver is in writing and signed by the party granting the waiver.

19.6 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to

the extent that it is void or unenforceable. The validity and enforceability of the remainder of

this agreement is not limited or otherwise affected.

19.7 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds

or benefits them jointly and severally.

19.8 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this

agreement without the prior written consent of the other party.

19.9 COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes

an original of this agreement and all together constitute one agreement.19.10 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and

expenses in connection with negotiating, preparing, executing and performing this

agreement.

19.11 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any

prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in

relation to the subject matter of this agreement.

19.12 INTERPRETATION

(a) (b) (c) (d) (e) (f) (g) (h) (i) (singular and plural) words in the singular includes the plural (and vice versa);

(gender) words indicating a gender includes the corresponding words of any other

gender;

(defined terms) if a word or phrase is given a defined meaning, any other part of

speech or grammatical form of that word or phrase has a corresponding meaning;

(person) a reference to “person” or “you” includes an individual, the estate of an

individual, a corporation, an authority, an association, consortium or joint venture

(whether incorporated or unincorporated), a partnership, a trust and any other

entity;

(party) a reference to a party includes that party’s executors, administrators,

successors and permitted assigns, including persons taking by way of novation

and, in the case of a trustee, includes any substituted or additional trustee;

(this agreement) a reference to a party, clause, paragraph, schedule, exhibit,

attachment or annexure is a reference to a party, clause, paragraph, schedule,

exhibit, attachment or annexure to or of this agreement, and a reference to this

agreement includes all schedules, exhibits, attachments and annexures to it;

(document) a reference to a document (including this agreement) is to that

document as varied, novated, ratified or replaced from time to time;

(headings) headings and words in bold type are for convenience only and do not

affect interpretation;

(includes) the word “includes” and similar words in any form is not a word of

limitation;(j) (k) (adverse interpretation) no provision of this agreement will be interpreted

adversely to a party because that party was responsible for the preparation of this

agreement or that provision; and

(currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise

agreed in writing.

20 DEFINITIONS

In these terms and conditions, the following words and phrases have the following meaning:

Term Meaning

Business Day A day (other than a Saturday, Sunday or any other day which is a

public holiday) on which banks are open for general business in New

South Wales, Australia.

Confidential Information Information of, or provided by, a party that is by its nature confidential

information, is designated as confidential, or that the recipient of the

information knows or ought to know is confidential (including all

commercial information exchanged between the parties), but does not

include information which is, or becomes, without a breach of

confidentiality, public knowledge.

Event means the specific activity for which the Services relate (if applicable)

and as set out in a Key Agreement Details.

Event Date means the date set out in a Key Agreement Details.

Event Location means the location for the performance of the Event and the associated

Services set out in a Key Agreement Details.

Equipment means the goods to be supplied as part of the Services for the Event, as

set out in the Key Agreement Details.

Fees The fees set out in a Key Agreement Details.

Intellectual Property Rights All copyright, trade mark, design, patent, semiconductor and circuit

layout rights, trade, business, company and domain names,

confidential and other proprietary rights, and any other rights to

registration of such rights whether created before or after the date of

this agreement both in Australia and throughout the world.

Key Agreement Details The key agreement details that are set out on the payment page of our

Website prior to payment for the Services, which addresses the matters

contemplated in that form including the scope of the Services and the

Fees.Term Meaning

Laws Any applicable statute, regulation, by-law, ordinance or subordinate

legislation in force from time to time in the relevant jurisdiction(s) where

the Services are performed or received and includes any industry codes

of conduct.

Material Has the meaning given in clause 10.1.

Personnel Employees, secondees, agents and subcontractors (who are

individuals), including employees and contractors (who are individuals)

of subcontractors.

Services The services to be provided by CoProduce to the Client in accordance

with a Key Agreement Details, including the hire of the Equipment.

Term Has the meaning given in clause 2

Terms & Conditions

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