Standard Terms

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

Cavedale Advisory Pty Ltd

(ACN 667 169 557)

(‘Cavedale’)

AND

(‘Client’)

1. Definitions and Interpretation

1.1 Definitions

In this Agreement unless the context indicates otherwise, the following words will have the following meanings:

Additional Services is defined in clause 4.3(a).

Agreement means this professional services agreement.

Background IP means the Intellectual Property of a Party which was in existence prior to the commencement of this agreement or which is subsequently developed by that Party independently of and for purposes unconnected with this Agreement.

Business Day means a day that is not a Saturday, Sunday or public holiday in Perth, Western Australia.

Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

"Client Group" means the Client’s directors, shareholders, officers, employees, agents, contractors and Related Bodies Corporate.

Confidential Information means all information (whether written, oral, in electronic form or any other form) of or relating to a party (Disclosing Party) which is disclosed to another party (Receiving Party) and which is either:

(i) identified as confidential by the Disclosing Party at the time of disclosure; or

(ii) of a nature which should reasonably be regarded by the Receiving Party as confidential, and (for the avoidance of doubt) includes:

(a) in the case of Cavedale its methodologies, models, templates, tools, work product, pricing and rates; and

(b) in the case of the Client, its financial information, business plans and customer information,

but does not include information which:

(iii) was in the public domain when it was disclosed to the Receiving Party;

(iv) becomes, after being disclosed to the Receiving Party, part of the public domain, except through disclosure contrary to this Agreement or another obligation of confidence;

(v) was lawfully in the Receiving Party’s possession at the time of disclosure on a non-confidential basis;

(vi) the Receiving Party lawfully receives from a third party which has the right to disclose it to the Receiving Party; or

(vii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Contract IP means Intellectual Property created by Cavedale in the course of performing its obligations under this Agreement.

Deliverable means the Services to be supplied by Cavedale pursuant to this Agreement.

Disclosing Party is defined in the definition of Confidential Information.

"Disclosure Requirement" means any requirement to disclose Confidential Information to comply with applicable law, regulation, court order, subpoena, or other legal or regulatory requirement.

End Date means the date for completion of the Services for a Fixed Term Contract or such other date agreed to by the Parties.

Excluded Services means:

(a) any valuation of any business, entity, share or security, whether of the Client or any other person, or any opinion as to value;

(b) advising the Client on the structuring of, or documentation for, any merger, acquisition, disposal, equity raising, restructure or other transaction involving a change in ownership, whole or partial;

(d) vendor or buyer due diligence in connection with any actual or proposed sale of any business or any part of it, whether the Client’s or another person’s;

(e) arranging or maintaining any insurance for the Client; or

(f) providing any representation, warranty or opinion to any third party, including any potential purchaser, investor or financier, relating to the financial position, financial return or financial circumstances of the Client or any other entity.

Facilities means working space, computer equipment, access to the internet and the Client’s computer network, telecommunications system etc. It includes access to such resources but also use of them to the extent required by Cavedale in order to perform the Services.

Fee(s) means:

(a) the fee payable by the Client (if any); and

(b) the Recurring Fee (if any),

as varied from time to time under clause 4.3.

Fixed Term Agreement means an Agreement in which an End Date is included.

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this Agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency but does not include any act or omission of a Subcontractor.

GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Indefinite Term Agreement means an Agreement in which no End Date is included.

Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

Personal Information has the meaning as defined in any applicable Privacy Law.

Privacy Law means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this Agreement, including without limitation any codes, principles or guidelines contained in or arising out of such legislation.

Receiving Party is defined in the definition of Confidential Information.

Recurring Fee means the amount (if any) or regular fee payment;

Related Body Corporate has the meaning given in s 50 of the Corporations Act 2001 (Cth).

Retention Purpose means the Receiving Party’s compliance with any legal, regulatory, professional, audit, insurance, corporate governance or record-keeping obligation that applies to the Receiving Party or its representatives.

Services means the services to be provided by Cavedale and agreed by the Parties.

Standard Hourly Rate means the hourly rate agreed by the Parties.

Start Date means the date agreed by the Parties.

Term means the term of this Agreement commencing on the Start Date and continuing until:

(a) the End Date for a Fixed Term Agreement; or

(b) the Termination Date for an Indefinite Term Agreement.

Termination Date means the date on which the Agreement is terminated pursuant to clause 13.

1.2 Interpretation

In this Agreement unless the context otherwise requires:

(a) words importing any gender include every gender;

(b) words importing the singular number include the plural number and vice versa;

(d) references to numbered clauses, and paragraphs are references to the relevant clause or paragraph in this Agreement;

(e) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(f) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment; and

(g) the word "including" (and related forms including "includes") means "including without limitation".

1.3 Precedence

If there is any conflict or inconsistency between any two or more of the following documents, the following descending order of precedence applies to the extent necessary to resolve that conflict or inconsistency:

(a) the provisions in the body of this Agreement ;

2. Services and Term

2.1 Services

(a) Cavedale will provide the Services to the Client during the Term subject to the provisions of this Agreement.

(b) Cavedale will perform the Services in the manner, place and time as specified in this Agreement.

(c) The Services do not include, and Cavedale is not engaged to provide, the Excluded Services, unless otherwise agreed in writing by both Parties pursuant to clause 4.3.

2.2 Term

Cavedale will use reasonable endeavours to complete the Services including the provision of data, materials or reports during the Term and before:

(i) the End Date for a Fixed Term Agreement; or

(ii) the Termination Date for an Indefinite Term Agreement,

or any other date agreed in writing by both Parties.

(a) If no End Date is agreed between the Parties, the Parties agree that the terms of this Agreement will continue until terminated in accordance with clause 13 of this Agreement.

3. Location

Cavedale will provide the Services in places and locations as Cavedale considers appropriate to the type and nature of the requirements of the Client.

4. Fees

4. 1. Payment of Fees

(a) In consideration of the provision of the Services in accordance with this Agreement, the Client will pay Cavedale the Fee without set-off or deduction.

(b) Where Cavedale charges are based on an hourly rate (including the Standard Hourly Rate), any time spent which is less than an hour is charged on a pro-rata basis.

(c) The Client acknowledges that the Fees are exclusive of any GST and therefore, Cavedale will be entitled to add on GST.

4. 2. Invoicing

(a) Cavedale will provide the Client with a tax invoice in accordance with the GST Law in relation to Fees payable.

(b) Payment will be made by the Client to Cavedale within 14 days after receiving Cavedale’s invoice.

4.3. Variation of Services and Fees

(a) If after the Start Date the Parties agree in writing to vary the Services being provided by Cavedale by including additional services (Additional Services), Cavedale will charge the Client for those Additional Services at Cavedale’s Standard Hourly Rate.

(b) Cavedale can vary the Standard Hourly Rate during the Term by providing the Client with 14 days prior written notice of the change.

(c) If no Standard Hourly Rate is specified in Item 9, the applicable hourly rate shall be advised by Cavedale when confirming acceptance of the Additional Services.

4.4. Costs and disbursements

In addition to the Fee, Cavedale will charge the Client for all costs and expenses Cavedale incurs in performing the Services, including, but not limited to, travelling, photocopying, courier services and postage.

4.5. Failure to pay

If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in the Agreement, Cavedale is entitled to do any or all of the following:

(a) charge interest on the outstanding amount at the rate of 10% per year above the base lending rate of Westpac Banking Corporation, accruing daily;

(b) require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

4.6. Disputed invoices

If the Client disputes the whole or any portion of the amount claimed in an invoice submitted by Cavedale, the Client must:

(a) pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this Agreement;

(b) notify Cavedale in writing (within 5 days of receipt of the invoice) of the reasons for disputing the remainder of the invoice; and

(c) If Cavedale and the Client are unable to resolve the dispute as to the disputed amount claimed in an invoice as between themselves, then either Party may refer the dispute for mediation in accordance with clause 14 below.

5. Cavedale’s Personnel

(a) The Services will be performed by the employees or agents that Cavedale may choose as most appropriate to carry out the Services as agreed, from time to time by the Parties.

(b) If the Client

(i) delivers a notice in writing to Cavedale; and

(ii) has reasonable grounds which have been disclosed and discussed with Cavedale,

the Client may require Cavedale to cease to permit a particular person or persons employed by Cavedale or acting as agent for Cavedale to carry out the Services.

(i) cease to provide the service of the particular person or persons in respect of the Client’s business; and

(ii) provide the services of an alternative person or persons as may be reasonably acceptable to the Client

(d) Cavedale covenants that Cavedale is solely responsible for payment to Cavedale employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as Cavedale’s employees or agents.

(e) Cavedale must otherwise comply with legislation applicable to Cavedale’s employees and agents.

6. Client's Obligations

(a) During and the Term and in order for Cavedale to perform the Services, the Client will:

(i) cooperate with Cavedale as Cavedale reasonably requires;

(ii) provide the information and documentation that Cavedale reasonably requires;

(iii) make available to Cavedale such Facilities as Cavedale reasonably require in order to perform the Services; and

(iv) ensure that the Client’s staff and agents cooperate with and assist Cavedale.

(b) the Client will not charge for Cavedale’s use of the Facilities made available by the Client.

(c) If the Client does not provide the Facilities that Cavedale reasonably requires (and within the time period) to perform the Services, then any additional costs and expenses which are reasonably incurred by Cavedale in obtaining its own facilities to perform the Services will be paid by the Client.

7. No partnership or employment relationship

(a) Nothing in this Agreement constitutes the relationship of employer and employee between the Client and Cavedale or between the Client and Cavedale’s agents or employees.

(b) It is the express intention of the Parties that any such relationships are denied.

8. Use of Subcontractors

(a) In addition to clause 5 above, Cavedale may engage other persons, who are not Cavedale’s employees or agents to provide some or all of the Services (‘Subcontractors’).

(b) Cavedale is responsible for the work of any of the Subcontractors.

(c) Subject to clause 8(d), any work undertaken by any of the Subcontractors will be undertaken to the same standard as stated in this Agreement.

(d) To the extent that the terms of any subcontract stipulate a higher standard for any of the Services than the standards set out in this Agreement (including as to timing or quality), any Services provided by the Subcontractors will be governed by the terms and conditions of that Subcontractor’s subcontract.

9. Disclosure and ownership of intellectual property

(a) The Parties agree that, other than as expressly provided in this clause, nothing in this Agreement transfers or grants to any Party any right, title or interest in or to any Intellectual Property in any Background IP.

(b) Cavedale grants to the Client a worldwide, royalty free, perpetual, irrevocable, transferable, non-exclusive licence to use the Background IP to the extent necessary for the Client to derive full benefit from the Services.

(c) The Client acknowledges that ownership of the Contract IP remains vested in Cavedale and that nothing in this Agreement restricts Cavedale from using, licensing or otherwise dealing with the Contract IP, or any methodology, model or know how embodied in it.

(d) Cavedale grants to the Client a non-exclusive, perpetual, fully paid-up, irrevocable, worldwide licence to use the Contract IP for the Client’s internal business purposes.

(e) These obligations under this clause 9 survive termination or expiry of this Agreement.

10. Confidentiality

(a) A Party which receives Confidential Information (Receiving Party) from the other Party (Disclosing Party) must keep the Disclosing Party’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.

(b) The Receiving Party’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Disclosing Party.

(c) Subject to clause 10(i), at the End Date or Termination Date (whichever occurs first), or when earlier directed by the Disclosing Party:

(i) all Confidential Information must be returned to the Disclosing Party, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Receiving Party makes and any software that the Receiving Party creates based on the Confidential Information; and

(ii) the Receiving Party must erase and destroy any copies of any software containing or comprising the Confidential Information in the Receiving Party’s possession or under the Receiving Party’s control or that may have been loaded onto a computer possessed or controlled by the Receiving Party.

(e) The Receiving Party agrees that the Disclosing Party may require any of the Receiving Party’s personnel to sign a confidentiality Agreement in a form that the Disclosing Party approves, as a condition of the Disclosing Party’s acceptance of any of the Receiving Party’s personnel.

(f) The Receiving Party agrees to indemnify the Disclosing Party fully against all liabilities, costs and expenses which the Disclosing Party may incur as a result of any breach of this clause 10 by the Receiving Party.

(g) The Receiving Party acknowledges that damages may be an inadequate remedy for breach of this clause 10 and that the Disclosing Party may obtain injunctive relief against the Receiving Party for any breach of this clause 10.

(h) The obligations accepted by the Receiving Party under this clause 10 survive termination or expiry of this Agreement.

(i) Despite any obligation in this Agreement to return, destroy or cease using Confidential Information, the Receiving Party may retain Confidential Information to the extent (and only for so long) as reasonably required for a Retention Purpose.

(j) If the Receiving Party retains any Confidential Information under clause 10(i):

(i) the Receiving Party must continue to keep the retained Confidential Information confidential in accordance with this Agreement and must not use it for any purpose other than the Retention Purpose.

(ii) the Receiving Party must ensure the retained Confidential Information is stored securely and access is restricted to those of its representatives who have a need to know for the Retention Purpose and who are bound by confidentiality obligations.

(iii) the Receiving Party must not retain more Confidential Information than is reasonably necessary for the Retention Purpose and must, where reasonably practicable, retain it in a form that minimises the scope of information retained (including by redaction, segregation, or archiving); and

(iv) the Receiving Party must promptly destroy or permanently delete the retained Confidential Information when it is no longer required to be retained for the Retention Purpose.

(k) To the extent reasonably necessary for a Retention Purpose or to comply with a Disclosure Requirement, the Receiving Party may disclose Confidential Information to its professional advisers or to the extent required by law or a court, tribunal or regulator, provided that the Receiving Party limits any disclosure to the minimum necessary and, where reasonably practicable, first consults with the Disclosing Party about the form and content of the disclosure.

11. Warranties, liability and indemnities

11. 1 Warranties

(a) Except as set out in this clause 11, Cavedale makes no warranties or representations in relation to the Services provided by Cavedale.

(b) The Services are advisory in nature. The Client is responsible for its own business decisions, and for determining whether and how to act on the Services. Cavedale does not manage, direct or control the Client’s business.

(c) The Services provided by Cavedale do not constitute legal advice, audit or assurance, tax advice, financial product advice within the meaning of the Corporations Act 2001 (Cth), credit assistance, or a formal valuation of any business, entity, share or security. Where the Client requires advice of that kind, the Client must obtain it from an appropriately qualified and licensed adviser.

(d) Cavedale makes no representations or warranties that the Services are fit for the Client’s intended purpose.

(e) Cavedale warrants that it will use reasonable care and skill in performing the Services.

(f) If Cavedale performs the Services (or any part of the Services) negligently or materially in breach of this Agreement, then, if requested by the Client Cavedale will re-perform the relevant part of the Services, subject to clauses 11.5(a) and 11.5(b) below.

(g) The Client’s request referred to in clause 11.1(f) must be made within 1 month of the date Cavedale completed performing the relevant part of the Services.

11.2 Insurances

Cavedale must take out the following insurance:

(a) professional liability insurance for a minimum amount of $1,000,000;

(b) public & products liability insurance for a minimum amount of $10,000,000; and

11.3 Compliance with Laws

(a) In providing the Services under this Agreement, Cavedale must comply at Cavedale’s own cost and expense with all applicable acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority.

(b) Subject to clause 11.5, Cavedale must indemnify the Client from and against all actions, costs, charges, claims and demands in respect of any action, cost, charge, claim and demand arising out of Cavedale’s breach of clause 11.3(a).

11.4 No warranties in relation to completion

Cavedale provides no warranty that any result or objective can or will be achieved or attained at all or by a given completion date any other date, whether stated in this Agreement, the Services or elsewhere.

11.5 Limitation on liability

(a) To the maximum extent permitted by law, Cavedale is not liable for any Losses, claims, damage or expense arising from or in connection with this Agreement whatsoever, except to the extent such Losses, claims, damage or expense are caused or contributed to by the negligent or deliberate or wilful act of Cavedale or Cavedale’s agents or employees subject to clause 11.5(b).

(b) In any event, Cavedale’s total aggregate liability under or in connection with this Agreement, whether arising in contract, tort (including negligence), statute or otherwise, will not exceed either:

(i) the Fees received by Cavedale under this Agreement; or

(ii) if any Loss, claim, damage or expense for which Cavedale is liable is covered by a policy of insurance held by Cavedale, the amount actually recovered by Cavedale under such policy in respect of the relevant Loss, claim, damage or expense, whichever is the higher.

(c) Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. For the purposes of this subclause, “consequential loss or damage” means any Loss that does not arise naturally and according to the usual course of things as a result of a breach of this Agreement or other event giving rise to such Loss, whether or not such Loss may reasonably be supposed to have been in the contemplation of the Parties at the time they made this Agreement.

(d) All warranties, conditions, rights and guarantees implied by any statute or other law are expressly excluded. Where Cavedale’s liability cannot be excluded by operation of any statute including the Competition and Consumer Act 2010 (as amended) and the Australian Consumer Law, Cavedale’s liability shall be limited to the supply of the services again or the payment of the cost to the Client of having the services supplied again.

(e) To the maximum extent permitted by law, Cavedale is not liable for any Loss to the extent that the Loss was caused or contributed to by the Client’s conduct.

11.6 Client Information and Reliance

(a) The Client represents and warrants that all information, records, and instructions provided to Cavedale in connection with the Services are, to the best of the Client’s knowledge, accurate, complete, and up to date.

(b) The Client acknowledges and agrees that Cavedale will rely on such information, records, and instructions in performing the Services, and that Cavedale will not be liable for any loss or damage arising from any inaccuracy or omission in the information, records, or instructions supplied by the Client.

(c) Any material prepared by Cavedale is provided for the Client's internal use and must not be provided to, or relied on by, any third party without Cavedale's prior written consent.

(d) The Services are provided to the Client only and no member of the Client Group in their personal capacity, nor any other person, may:

(i) rely on the Services or any part of them; or

(ii) use, reproduce, disclose, refer to, or quote the Services or any part of them for any purpose.

(e) Nothing in clauses 11.6(c) and 11.6(d) prevents the Client’s directors, officers, employees and agents from receiving and using the Services for the Client’s internal business purposes in the course of performing their duties for the Client.

(f) Except as expressly agreed by Cavedale in writing, Cavedale owes no duty of care and assumes no responsibility or other legal obligation (whether in contract, tort (including negligence), equity, under statute or otherwise) to any member of the Client Group or any other person in relation to:

(i) the provision of the Services; or

(ii) any reliance on, or use of, the Services.

11.7 No reliance

Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

11.8 Survival of obligations

The obligations accepted by Cavedale and the Client under this clause 11 survive termination or expiry of this Agreement.

12. Privacy

(a) the Client is responsible for obtaining all relevant consents from, and providing all relevant notices to, individuals whose Personal Information is provided by the Client to Cavedale in connection with this Agreement so as to ensure that Cavedale’s dealings with that information pursuant to this Agreement comply with Cavedale’s obligations under any Privacy Laws.

(b) the Client must indemnify Cavedale against, and must pay Cavedale on demand the amount of, all Losses, liabilities, costs and expenses arising out of its failure to comply with clause 12(a).

(i) immediately notify Cavedale if it becomes aware of any unauthorised access to, or unauthorised disclosure of, Personal Information under its control by virtue of this Agreement, and provide advice as to whether it considers that such security breach may result in serious harm to any individual to whom the information relates;

(ii) comply with any directive from Cavedale as to which Party will discharge any statutory reporting obligation arising from the incident;

(iii) conduct or assist Cavedale in conducting a reasonable and expeditious assessment of the breach or suspected breach; and

(iv) ensure compliance with all mandatory data breach reporting obligations arising out of the breach or suspected breach.

13. Termination

(a) Either Party may terminate this Agreement by notice in writing to the other if the other Party notified:

(i) fails to observe any term of this Agreement; and

(ii) fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of 1 month notice of the breach being given in writing by the notifying Party to the other Party.

(b) Either Party may terminate this Agreement immediately upon the happening of any of the following events:

(i) if the other Party commits a material breach of the Agreement which is incapable of rectification;

(ii) if the Client enters into a deed of arrangement or an order is made for it to be wound up;

(iii) if an administrator, receiver or receiver/manager or a liquidator is appointed to the Client pursuant to the Corporations Act; or

(iv) if the Client would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act.

(i) either Party may terminate this Agreement by giving the other Party notice that is not less than 30 days; and

(ii) any notice given under this clause 13(c) must be in writing

(d) termination under clause 13 does not affect:

(i) any rights or liabilities that have accrued before termination; or

(ii) any provision which by its nature is intended to survive termination (including provisions relating to confidentiality, intellectual property, liability, and payment of amounts due).

(e) Upon termination of this Agreement any fees, expenses or reimbursements payable by the Client to Cavedale in respect of any period prior to the Termination Date must be paid by the Client

within 14 days after the Termination Date.

14. Dispute Resolution

(a) If a dispute arises out of or relates to this Agreement, or the breach, termination, validity or subject matter thereof, or as to any claim in tort, in equity or pursuant to any law, the parties to the Agreement and the dispute shall endeavour in good faith to settle the dispute by mediation before having recourse to arbitration or litigation.

(b) A party claiming that a dispute has arisen must give written notice to the other party or parties specifying the nature of the dispute (“Dispute Notice”).

(c) On receipt of the Dispute Notice, the parties shall within 7 days of receipt of the Dispute Notice convene (by electronic means if required) to resolve the dispute in good faith (without being required to make concessions against their interest or act uncommercially) with a view to resolving the dispute as quickly as possible.

(d) If the dispute is not resolved within 30 days or within such further period as the parties agree then the Parties shall refer the dispute to mediation. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or failing agreement, within 7 days of the expiry of the Initial Period, by the Chairman of the Western Australian Chapter of the Resolution Institute (WA Branch).

(e) Subject to the rights of Parties under this Agreement, the Parties shall otherwise continue to perform their respective obligations under this Agreement pending the resolution of the dispute.

15. General

15.1 Force Majeure

(a) Neither Party has any liability under or may be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from a Force Majeure Event.

(b) The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

(c) If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.

15.2 Amendments

This Agreement may only be amended in writing signed by duly authorised representatives of both Parties.

15.3 Assignment

(a) Subject to clauses 5, 8 and 15.3(b), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party.

(b) A Party may assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

15.4 Entire agreement

(a) This Agreement contains the whole agreement between the Parties in respect of the subject matter of the Agreement.

(b) The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

15.5 Waiver

(a) No failure or delay by either Party in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

(b) The rights and remedies provided in this Agreement are cumulative and notexclusive of any rights and remedies provided by law.

15.6 Agency, partnership etc

(a) This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

(b) Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

15.7 Further assurance

Each Party to this Agreement will at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

15.8 Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

15.9 Announcements

(a) Subject to clause 15.9(b) and 15.9(c), no Party will issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes the other Party with a copy of such announcement or information and obtains the approval of the other Party to its terms.

(b) Subject to clause 10(k), no Party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law.

(c) Nothing in this clause prevents Cavedale from identifying the Client as a client of Cavedale and describing the general nature of the Services in Cavedale's capability statements, proposals, tender responses and website, provided that no Confidential Information is disclosed.

15.10 Notices

(a) A notice or other communication connected with this Agreement has no legal effect unless it is in writing.

(b) A notice under this Agreement may be:

(i) sent by pre-paid post to the address of each Party set out in clause 15.10(c), or

(ii) sent by email to the email address of the Party set out in clause 15.10(c).

(c) Unless a Party otherwise advises the other Party in writing (in accordance with this clause), each Party’s address for the purposes of giving notices and other communications under this Agreement is:

(i) for Cavedale:

Cavedale Advisory Pty Ltd

72 Melville Parade,

South Perth, Western Australia, 6151

Attention: Greg Major

Email: gmajor@cavedale.com.au

(d) Notice is deemed to be received by a Party:

(i) if sent by pre-paid mail, three Business Days after posting. However, if the notice is deemed to be received on a day which is not a Business Day or after 5pm, it is deemed to be received at 9am on the next Business Day;

(ii) if sent by email, at the time the email becomes capable of being retrieved by the addressee at the designated email address, or, if sent after 5pm or on a day that is not a Business Day, at 9am on the next Business Day

15.11 Work, health and safety

Cavedale must:

(a) comply with all applicable work health and safety laws and regulations when providing the Services under this Agreement; and

(b) while present at the Client’s premises, so far as it is reasonably able, comply with any reasonable instruction, policy or procedure relating to work health and safety that:

(i) is communicated or notified to Cavedale by the Client prior to or during attendance at the premises,

(ii) is not inconsistent with applicable law, and

(iii) enables or assists the Client to comply with its own work health and safety obligations.

15.12 Law and jurisdiction

This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Western Australia, Australia. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Western Australia.

Standard Terms

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