SCOTTJANSEN.COM.AU LICENCE AGREEMENT (TACH)

LegalVision ILP Pty Ltd ACN 167 804 088

Liability limited by a scheme approved under Professional Standards Legislation.

SCOTTJANSEN.COM.AU

LICENCE AGREEMENT

SCOTTJANSEN.COM.AU ACN 635 130 362 (Licensor)

and

(Licensee)

Anissa Schinzler N.A.

SCOTTJANSEN.COM.AU LICENCE AGREEMENT

(i) the Licensee’s Australian Company Number and certificate of registration, if operating

through a company, or Australian Business Number if operating as a sole trader or

partnership;

(ii) evidence of currency of the Insurances required as set out in the Schedule; and

(iii) copies of Certifications as referred to in (a).

(c) Each of the Licensee and Guarantor warrant:

(i) it is solvent and is able to pay all their debts as and when they fall due for payment;

(ii) none of them have been convicted of, or had a charge proven against them, in relation

to:

(A) any indictable offence involving dishonesty;

(B) any indictable offence involving physical or mental harm to another person;

(C) any offence involving mistreatment or cruelty to animals; or

(D) any Serious Offence;

(E) the Licensee has available the necessary funds in working capital to support the

Licensee’s Business;

(d) On or before the signing of this Agreement, the Licensee shall pay to Licensor the Initial

Licence Fee.

(e) On or before the signing of this Agreement, the Licensee shall attend and satisfactorily complete any initial training program required by the Licensor.

1.3 Subject to the Licensee’s compliance with the prerequisites listed in the preceding paragraph, the Licensor grants the Licensee a non-exclusive, rescindable (on the terms outlined in this Agreement), non-transferable (subject to this Agreement) and non sub-licensable licence to use the Intellectual

Property, Confidential Information and Systems to perform the Approved Services for the Term.

1.4 Upon the grant of the licence from the Licensor to the Licensee, the Licensor will promptly supply the Licensee with all items in the Intellectual Property required to commence operations and exploit the Licence.

1.5 The Parties agree and acknowledge the purpose of this Licence is to:

(a) set out the terms and conditions on which the Licensee is to be granted the Licensed Business;

(b) set out the requirements for the Licensee’s payment and other obligations during the Term and upon termination of the Agreement; and

(c) provide the Licensee with a licence to use the Confidential Information, Systems and

Intellectual Property, including but not limited to the Licensor’s methods for the purpose of providing the Approved Services.

2. FEES AND INVOICING

2.1 If any Fees invoiced are unpaid for a period of 14 days after the required payment date, the Licensor has the right to Terminate this Agreement with 24 hours’ notice to the Licensee, in which case the obligations upon Termination as contained in this Agreement shall apply.

2.2 The Licensee shall:

(a) invoice all Customers using the methods prescribed by the Licensor; and

(b) provide to the Licensor copies of all invoices issued to Customers upon request and as part of the reporting obligations under clause 7.

2.3 The Licensor shall provide to the Licensee template terms of business setting out the fees payable,

however such fees may be varied by the Licensee using their discretion provided such fees are reasonable.

2.4 To the extent permitted by law, the Licensee agrees that in the event of refund of any fees to any Customers of the Licensee for any reason, including but not limited to reliance on any period of guarantee or similar as offered by the Licensee, the Licensee shall be solely responsible for such refund, and the Licensor shall not be required to refund any fees paid or otherwise contribute to any refunds paid.

2.5 The Licensee agrees it shall promptly pay to the Licensor any other fees as set out in the Schedule. In the event the Licensor intends to impose or vary any fees payable, it will provide as much notice to the Licensee as possible.

3. TAXATION

3.1 The Licensee is responsible for the payment of all taxes, fees, charges and other imposts that apply to it in performance of the Approved Services. The Licensor is not

3.2 The Licensee indemnifies the Licensor against any taxes, fees, charges and any other imposts, excluding any income tax payable by the Licensor.

4. INSURANCE

4.1 The Licensee must take out and maintain any insurance policies required to operate the business, including but not limited to those Insurances listed in the Schedule.

4.2 The Licensee agrees to make its own arrangements to ensure adequate insurance coverage is affected and maintained throughout the Term.

5. TRAINING

5.1 The Licensee must attend such Training as directed by the Licensor under this Agreement, at its cost; and

5.2 It is recommended that the Licensee attend at least three live training sessions as outlined in the

Schedule.

6. MARKETING, PROMOTION & CUSTOMER DATABASE

6.1 The Licensee may use the Intellectual Property of the Licensor in its marketing documentation and activities provided the Licensor has given its prior consent to the general manner and form of the marketing materials and activities prepared by the Licensee.

6.2 The Licensee must maintain the integrity of the Licensor’s Intellectual Property in any marketing and promotion the Licensee undertakes.

6.3 For avoidance of doubt, the Licensor does not prescribe any marketing plan or strategy for the Licensee and it is up to the Licensee to decide whether and how to implement any such plan or strategy, subject otherwise to this Agreement.

6.4 In the event any marketing or promotional activity or material is deemed by the Licensor to be inconsistent with the brand or image of the Licensor, or otherwise, offensive and/or inappropriate, it may direct the Licensee to cease such activity and distribution of such material, and remove any such material from publication (including by way of deletion of posts).

7. LICENSEE'S OBLIGATIONS

7.1 Compliance with Laws - The Licensee and the Guarantors must observe and comply with and ensure that their employees, agents and contractors observe and comply with all statutes, regulations, by[1]laws and requirements and directions of any Government or any local authority in relation to the provision of the Approved Services.

7.2 Compliance with Standards - The Licensee must comply and ensure that their employees, agents or contractors comply with all the Standards in providing the Approved Services.

7.3 Obtain All Permits and Licences - The Licensee must obtain and maintain during the Term all necessary Certifications relevant to the Approved Services and provide evidence of such Licences to the Licensor immediately upon request.

7.4 Attend Meetings and Conference - The Licensee must attend all meetings and conferences arranged by the Licensor. The Licensee shall bear its own Costs associated with attending such meetings and conferences, including all Costs of attending the conference and all associated travel, accommodation and meal expenses.

7.5 Internet and E Commerce - The Licensee must:

(a) not publish the Intellectual Property, Image, Confidential Information or any other information relating to the Licensed Business the Network and/or the Systems on the Internet or in any other Digital Media sites without receiving the Licensor's prior written approval (which approval may be for the general form or type of proposed publication, and need apply to each individual post or similar); and

(b) not publish anything which could be detrimental to the Licensor or the Licensor’s business.

7.6 Complaints and Notice - The Licensee must immediately advise the Licensor if:

(a) it receives notices or complaints from a Customer concerning any Approved Services provided by the Licensee; or

(b) any accident or incident occurs in the provision of the Approved Services which might give rise to a prosecution of the Licensee or civil liability being imposed upon the Licensee; or

(c) an incident occurs which might give rise to a prosecution of the Licensee or civil liability being imposed upon the Licensee or which could harm or affect the reputation of the Licensor, the

Network, the Intellectual Property, in particular the Marks including but not limited to an

incident causing harm to a child or similar.

8. WARRANTY FOR PROVISION OF SERVICES AND INDEPENDENT

OPERATION

8.1 The Licensee agrees and acknowledges any engagement and/or contract with any Customer for whom it undertakes the Approved Services will be entered into by the Licensee and not the Licensor.

The Licensee shall be solely responsible for the provision of warranties for the Approved Services performed, including but not limited to any warranty which cannot be excluded, including the consumer warranties as contained in the Australian Consumer Law.

8.2 The Licensee shall indicate on all written communications that its business is Independently Operated, and set out its unique ACN.

8.3 The Licensee indemnifies the Licensor as and from any and all liability arising with respect to the provision of Approved Services to a Customer by the Licensee, including but not limited to any relevant rework or rectification action to be undertaken pursuant to a warranty or arising by virtue of failure to adhere to the Licensor’s policies and procedures as contained in the Intellectual Property.

9. LICENSEE’S WARRANTIES

9.1 The Licensee warrants and represents that throughout the Term:

(a) it has legal capacity, power and authority to enter into this Agreement;

(b) it will provide the Approved Services to Customers in a professional and courteous manner;

(c) there are no legal restrictions preventing it from performing the Approved Services;

(d) it is duly qualified to perform the Approved Services;

(e) in performing the Approved Services, it will act with due care and skill;

(f) it will promptly address any non-conforming Approved Services, including as directed by the Licensor or any complaints received from Customers;

(g) it will act lawfully and will comply with any applicable licenses, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in performing the

Approved Services;

(h) it is not aware of any actual or potential conflict of interest in it providing the Approved Services (unless otherwise agreed in writing with the Licensor);

(i) it will not infringe any third-party rights or violate any other agreement by performing the

Approved Services;

(j) it has complied with all applicable legislation, awards and industrial instruments in engaging or

employing all persons who will perform the Approved Services in accordance with this

Agreement;

(l) if the Licensee is a corporate entity, it will cause each Director thereof to guarantee the obligations of the Licensee pursuant to this Agreement; and

(m) it is registered for GST purposes.

10. LICENSOR’S OBLIGATIONS AND WARRANTIES

10.1 The Licensor warrants and represents that throughout the Term:

(a) it has legal capacity, power and authority to enter into this Agreement;

(b) it has, at all times, the right to use and licence the Intellectual Property, Confidential

Information and Systems to the Licensee and will immediately notify the Licensee of any variation of its right pertaining to the Intellectual Property, Confidential Information and/ or Systems; and

(c) it will not infringe any third-party rights or violate any other agreement by performing its obligations under this agreement.

11. CONFIDENTIALITY

11.1 The Licensee (and its employees and agents) will maintain the secrecy of the Licensor’s Confidential Information. The Licensee (and its employees and agents) agree that they will not (and they will use their best endeavours to ensure third parties do not) disclose, copy, transmit, retain or remove any

of the Licensor’s Confidential Information.

11.2 After the expiration or termination of this Agreement, the Licensee and the Guarantors must and must ensure that their employees do not use or disclose the Confidential Information for any purpose other than as permitted by this Agreement or with the prior written approval of the Licensor.

11.3 The obligations under this clause will survive termination of this Agreement.

12. PRIVACY

19.1 In performing the Approved Services, the Parties agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or Privacy Guidelines.

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13. TERM AND TERMINATION

13.1 Term: The Term of this Agreement is set out in the Schedule.

13.2 Termination for insolvency: Either Party may terminate this Agreement by giving the other Party 2 Business Day’s written notice if an order is made or a resolution passed for the relevant Party to be deregistered or wound up; a receiver, receiver and manager or an administrator is appointed to all or substantially all of the property of the relevant Party.

13.3 Termination for Event of Default: Either Party may terminate this Agreement forthwith by giving the other Party notice in writing if there is an Event of Default by the other Party.

(a) For the purposes of this clause 17.3, an Event of Default occurs if:

(i) the Licensee repudiates this Agreement;

(ii) the Licensee breaches any covenant, warranty, agreement or obligation contained or

implied in this Agreement or imposed by Law to be observed and performed by the

Licensee;

(iii) the Licensee cannot pay its debts as and when they fall due;

(iv) the Licensee commits any act which causes harm or poses a threat of harm to a child or animal;

(v) or any of the Guarantors die or become permanently incapacitated, become bankrupt or insolvent under external administration, are convicted of a criminal offence or are in

the Licensor’s reasonable opinion no longer financially capable of providing an adequate guarantee of the Licensee’s obligations and that Guarantor is not replaced by a substitute Guarantor reasonably acceptable to the Licensor within thirty days of the Licensor determining the unsuitability of the Guarantor;

(vi) the Licensor receives serious, continual or a significant number of genuine complaints from Customers relating to the operation of the Licenced Business by the Licensee or by the Licensee’s Personnel and the Licensee fails to comply with any of the Licensor’s requirements to implement procedures and conduct to prevent complaints continuing;

(vii) the Licensee breaches the reporting obligation timeframes in regard to information requested by the Licensor;

(viii) the Licensee no longer holds the required Certifications;

(ix) the Licensee fails to maintain the appropriate and mandatory insurance policies; or

(x) an event occurs entitling the Licensor to terminate this Agreement under any other provision of this Agreement.

13.4 Termination for material breach: Subject to the dispute resolution procedures in the Agreement, the Licensor may at any time terminate this Agreement if in the reasonable opinion, the Licensee (or one of its employees or agents) commits a material breach of this Agreement including but not limited to a breach of the warranties or a deliberate breach of the Confidentiality provisions hereof.

13.5 Termination for conduct: The Licensor may immediately terminate this Agreement in the event the Licensee or its any of its Directors are found guilty of any criminal offence, or in the reasonable opinion of the Licensor have defrauded the Licensor, including under-reporting of its Gross Revenue.

14. ASSIGNMENT/TRANSFER OF LICENSE

14.1 The Licensee may not transfer or assign this Licence without the prior written consent of the Licensor, which consent may be withheld at the Licensor’s absolute discretion. This Licence is personal to the Licensee.

14.2 This clause shall apply in the event of sale of the majority of shares in the Licensee, if the Licensee is a company.

14.3 The Licensor may transfer or assign its rights under this Agreement at will, provided this will not disentitle the Licensee to exploit the Licence in any way.

15. OBLIGATIONS ON TERMINATION:

15.1 Upon termination of this Agreement, the Licensee will immediately:

(a) stop performing the Approved Services and cease trading under the Business Name;

(b) cancel the registration of the Business Name or transfer the Business Name to the Licensor or its nominee (as directed by the Licensor);

(c) deliver to the Licensor all supplies, materials, or equipment relating to or containing the Intellectual Property held at that time;

(d) return to the Licensor all property, including Confidential Information and Intellectual Property, in its possession that belongs to the Licensor;

(e) immediately pay:

(i) all amounts the Licensee owes the Licensor; and

(ii) all amounts the Licensee owes suppliers, employees and other creditors of the Licensee;

(f) pay to the Licensor any amount owed in respect of any indemnities provided under this

Agreement or for Fees outstanding in accordance with this Agreement;

(g) immediately transfer to the Licensor any of the existing future bookings the Licensee may have at the time of termination; and

(h) immediately return to the Licensor all property belonging to Licensor or any Associate or Associate of the Licensor, including all Confidential Information and all stationery, brochures and publications.

15.2 The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.

16. NON-SOLICIT

16.1 The Licensee may engage in other work during the Term provided it does not conflict with the

Licensee’s obligations under this Agreement. The Licensee may only provide the Approved Services in accordance with this Agreement.

17. GUARANTEE AND INDEMNITY

17.1 By signing this Agreement, the Guarantor agrees and acknowledges, or where more than one, the Guarantors, jointly and severally agree and acknowledge, that the Licensor has provided valuable consideration for the guarantee and indemnity given under this clause and accordingly:

(a) guarantees to the Licensor the performance of all of the Licensee’s obligations under this

Agreement including the obligation to pay Licence Fees and the provision of the indemnity in clause 21; and

(b) indemnifies the Licensor against any loss it suffers because the Licensee did not perform its obligations under this Agreement.

17.2 This guarantee and indemnity is a continuing guarantee and indemnity.

17.3 The Licensor’s rights against the Guarantor under this clause are not affected by:

(a) the Licensor granting any concession or indulgence to the Licensee or the Guarantor;

(b) the Licensee releasing the Licensor or the Guarantor wholly or in part from any obligation under this Agreement

(c) any assignment of any parties’ rights and obligations under this Agreement;

(d) this Agreement terminating or otherwise coming to an end;

(e) the Guarantor dying, or becoming disabled, or becoming bankrupt or enter into any arrangement under the Bankruptcy Act;

(f) the Licensee entering into any form of external administration or the Licensee being deregistered as a corporation.

17.4 The Licensor is not required to enforce any right which it may have against the Licensee before claiming under this Guarantee as against the Guarantor.

17.5 This clause will survive termination of this Agreement.

18. LIABILITY AND INDEMNITY

18.1 Subject to 22.2 below, to the maximum extent permitted by law, the Licensor is not responsible for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) suffered by the Licensee or any third party, arising from or in connection with the Licensee’s exploitation of this Licence and/or the fact that any Intellectual Property is incorrect, incomplete or out-of-date. The Licensor makes no warranties as to the correctness of any Intellectual Property, Confidential Information and/or Systems or its suitability or any purpose, and the Licensee shall rely on its own enquiries before use of any such Intellectual Property, Confidential Information and/ or Systems.

18.2 The Licensor is liable for and agrees to indemnify the Licensee in respect of any negligent act or omission on the part of the Licensor. In the event of any liability on the part of the Licensor arising

from this clause, then the total sum payable by way of damages shall not exceed, and shall be limited

to, the total sum paid in fact by the Licensee to the Licensor pursuant to this Agreement.

18.3 To the extent permitted by law, the Licensee is liable for and agrees to indemnify the Licensor in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which the Licensor suffers, incurs or is liable for as a result of:

(a) the manner in which the Approved Services are performed by the Licensee, including but not limited to any act or omission by the Licensee in connection with the performance of the

Approved Services;

(b) any of the Licensee’s employees, agents or subcontractors claiming that they are an employee of the Licensor (including claims for wages, public holidays, annual leave, parental leave, personal/carer’s leave, long service leave, redundancy or termination of employment);

(c) any breach by the Licensee (or its employees, agents or subcontractors) of its obligations or warranties under this Agreement; and

(d) any court, tribunal or authority whatsoever determining that the Licensee is deemed an employee of the Licensor under any law.

18.4 The obligations under this clause will survive termination of this Agreement.

19. ASSIGNMENT OF INTELLECTUAL PROPERTY

19.1 If the Licensee develops any Intellectual Property during the Term or the Further Term, which is used

in the exploitation of this Licence or arises directly from the exploitation of this Licence, the Licensee

agrees to:

20. DISPUTE RESOLUTION

20.1 If there is a dispute between the Parties in relation to this Agreement, the Parties agree to the following dispute resolution procedure:

(a) The complainant who has the dispute must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties will agree to meet in good faith to seek to resolve the dispute by agreement between them.

(b) If the parties will not meet, or cannot agree on how to resolve the dispute within 2 weeks of

the written notice from the complainant, then any of the parties may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of South Australia to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation recommended by the mediator, in good faith, to seek to resolve the dispute through mediation or other alternative dispute resolution processes.

20.2 Any attempts made by the Parties to resolve a dispute pursuant to this clause shall be without prejudice to any other rights or entitlements of the Parties under this Agreement, by law or in equity.

21. ADVICE AND LIABILITY FOR EXPENSES

Each Party acknowledges it is entitled to obtain independent legal advice and pay its own costs and expenses (including legal costs and expenses) in relation to the negotiation, preparation and execution of this Agreement and any variation or replacement of this Agreement.

22. GST

22.1 Taxable supply

If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply. For the avoidance of doubt, the quantum of Licence Fees as payable is stated exclusive of GST.

22.2 Adjustment events If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.

22.3 Payments

If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.

22.4 GST terminology

The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”,

“supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

23. NOTICES

23.1 Form of notice

(a) A notice or other communication must be in writing in English and may be:

(i) sent by electronic mail;

(ii) delivered personally;

(iii) given by an agent of the sender;

(iv) left at a Party’s current delivery address for notices as set out in this Agreement; and/ or

(v) sent by prepaid mail to a Party’s current postal address for notices as set out in this

Agreement.

(b) Receipt of notice

A notice or communication is taken as having been given:

(i) when sent by electronic mail, that same day; or

(ii) when left at a Party’s current delivery address for notices; or

(iii) if mailed within Australia to an Australian address, on the third Business Day after

posting; or

(iv) if mailed outside of Australia to an Australian postal address or within Australia to an

address outside of Australia, on the tenth Business Day after posting; or

(c) Addresses for service are set out in the start of the Agreement. A Party may change its address

for service of notices by written notice to the other Party.

24. GENERAL

24.1 Relationship: The Licensee may describe themselves as a Licensee of the Licensor, but must not describe itself in any way as an employee or agent of the Licensor. This Agreement is not intended to create a relationship between the Parties of partnership, joint venture, agency, Licensor- Licensee,

Franchisor-Franchisee or employer-employee. Neither Party has authority to create, assume or otherwise enter into any agreement that imposes rights or obligations on the part of the other Party. This agreement does not create nor is it intended to create a franchise relationship.

24.2 Waiver or variation of rights: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

24.3 Powers, rights and remedies: Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.

24.4 Acknowledgement of Goodwill: While this Agreement confers upon the Licensee to utilise the Licensor’s Intellectual Property, any and all goodwill in any way associated with the Intellectual Property and Systems vests solely with the Licensor.

24.5 Set-Off: The Licensor may at any time set off or apply any monies paid by the Licensee towards the satisfaction of any sum of money that the Licensee owes the Licensor or any Associate, Associate, of the Licensor or any Approved Supplier

24.6 Amendment: This Agreement may only be varied, supplemented or replaced by a document, in writing, signed by each of the parties to be bound.

24.7 Consents and approvals: Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.

24.8 Further assurance: Each Party must from time to time and in a timely manner do all things reasonably required of it by the other Party to give effect to this Agreement.

24.9 Counterparts: This Agreement may be executed in any number of counterparts and, if so, the counterparts taken together will constitute one and the same Agreement. The date of this Agreement will be the date that it is executed by the last Party.

24.10 Entire agreement and understanding: In respect of the subject matter of this Agreement, this Agreement contains the entire understanding between the Parties; all previous oral and written

communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement; and each of the Parties has relied entirely on its own enquiries before entering into this Agreement.

24.11 Governing law and jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of South Australia and all federal laws of Australia.

24.12 Events beyond the control of either party: Each party hereby releases the other from any claim, liability or responsibility pursuant to this Agreement concerning the other party's failure to perform any obligation, where such failure is due to strike, lockout, riot, industrial action, fire, storm, tempest, act of God, material shortage, government law or regulation or requirement or any other cause beyond the control of the other party, and no such failure shall entitle a party to terminate this

Agreement.

25. DEFINITIONS AND INTERPRETATION

25.1 Definitions

In this Agreement:

Approved Services are set out in the Schedule, and any other services as agreed in writing between the Licensor and Licensee from time to time. Associate has the same meaning as set out in s50AAA of the Corporations Act Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales. Business Name means the name under which the Licensee operates. The business name is set out in the Schedule. Certifications means the certifications required to perform the Approved Services, including but not limited to qualification as a Hypnotherapist, and completion of the Advanced Conversational Hypnotherapy course. customer means person to whom the Licensee provides the Approved Services. Confidential Information means any information about a Party, its operations, products and Customers acquired by the other Party (or any of its employees or agents) whilst, or as a result of, performing the Approved Services which is not in the public domain, other than as a result of breach of confidence. For the avoidance of doubt, it includes all the Intellectual Property of the Licensor.

Event of Default means any event or circumstance described in clause 17.3.

Gross Revenue means the total revenue derived by the Licensee relating to the provision of the Approved Services, excluding GST and less the COGS.

GST means goods and services tax within the meaning of the GST Act.GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any modification thereof.

Improvement means any development, modification, adaptation or improvement of the Licensed Intellectual Property made by or on behalf of, or in respect of which Intellectual Property Rights are acquired by, the Licensee during the Term.Initial Licence Fee is the initial fee payable for the grant of Licence, as set out in the Schedule.

Insurances means those insurances set out in the Schedule. Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or Confidential

Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means all rights in Intellectual Property, including current and future registered and unregistered rights, whether conferred by statute, common law or equity, and whether in Australia or any other part of the world.

Licenced Business means the business of the Licensee insofar as it relates to the provision of the Approved Services. For completeness, the Licenced Business does not necessarily mean the entirety of the business operated by the Licensee, where operation of this Licence may be one revenue stream only. Licensed Intellectual Property means all property licensed by the Licensor to the Licensee as listed in the Schedule of this Agreement.

Network means all persons acting under the ScottJansen.com.au brand collectively. Parties means the parties entering into this Agreement. Restraint Area is as set out in the Schedule. Restraint Period is as set out in the Schedule. Standards means any one or more of operational, services, quality control, health, safety, sanitation and security standards, specifications, requirements, rules, methods and instructions presently existing and from time to time specified by the Licensor with respect to any and all aspects of provision of the Approved Services.

Systems means any operational, promotional or administrative Systems forming part of the Intellectual Property.

Term is the period for which this Licence shall operate, as set out in the Schedule.

Website means the website at the following domain ScottJansen.com.au.

25.2 Interpretation

(a) words in the singular include the plural and vice versa;

(b) headings are for convenience and do not affect the interpretation of this Agreement;

(c) any gender includes the other gender;

(d) a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph,

schedule or annexure, as the case may be, of this Agreement;

(e) if any act which must be done under this Agreement is to be done on a day that is not a

Business Day then the act must be done on or by the next Business Day;

(f) all amounts are stated in Australian dollars.

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(g) a reference to any legislation includes subordinate legislation and all amendments,

consolidations or replacements from time to time;

(h) if a word or phrase is defined in this Agreement then any other grammatical form of the word

or phrase shall have a corresponding meaning;

(i) a reference to a natural person includes a body corporate, partnership, joint venture,

association, government or statutory body or authority or other legal entity;

(j) “includes” and similar words mean includes without limitation;

(k) no clause of this Agreement shall be interpreted to the disadvantage of a Party merely because

that Party drafted the clause or would otherwise benefit from it;

(l) a reference to a Party includes the Party’s legal personal representatives, successors, assigns and persons substituted by novation;

(m) a reference to this or any other agreement includes the agreement, all schedules and annexures as novated, amended or replaced and despite any change in the identity of the parties;

(n) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;

(o) a reference to time is to local time in South Australia; and

(p) a reference to “$” or “dollars” refers to the currency of Australia from time to time.

EXECUTED AS AN AGREEMENT

Executed as an agreement in accordance with section 127 of the Corporations Act by

SCOTTJANSEN.COM.AU Pty Ltd ACN 635 130 362