Enter the name for this tabbed section: Introduction
Schedule One - Services
Enter the name for this tabbed section: Recitals & Parties
Schedule Two - Fees
Enter the name for this tabbed section: Definitions

In this summary version of the Client Engagement Agreement, it is not the final version, the client will receive a detail version with a formal proposal which will be specific to the client's requirements. By completing and submitting any of the New Appointment Online Forms at the Isoture website, does not mean the parties acceptance or give consent to any appointment, the parties must formally execute the Client Engagement Agreement and the client must give acceptance our our Directors & Officer Fees prior to commencement of the appointment. Below are sample clauses from the terms of our agreement, these terms may very with each appointment and the client is welcome to offer recommendations.


2. APPOINTMENT BY THE CLIENT OF THE CONSULTANT

The Client appoints the Consultant for the purpose of providing to the Client the Director & Officer Services as set out in Schedule One. The Consultant accepts its appointment as Consultant and agrees to be bound by the terms and conditions herein during the Term.

The Consultant will direct the Employee to carry out the Consulting Services. It is an essential term of this Agreement that the Employee must, unless the Client agrees otherwise in writing, carry out the Director & Officer Services on behalf of the Client.

3. CONSULTING FEES

The Consultant must render Tax Invoices to the Client for the Director & Officer Services performed as provided in Schedule Two.

Director & Officer Services to the Client, the Client covenants to pay to the Consultant in return for the Director & Officer Services the Director & Officer Fees within 30 days of the Consultant delivering a Tax Invoice to the Client for the Director & Officer Fees in accordance with this Clause and upon the acceptance of that Tax Invoice by the Client.

The Tax Invoice for Director & Officer Services will be invoiced annual in advance at the original date of consent as a Fixed Retainer and the invoice will be sent by email or fax to the Client for payment.

When the Client elects to pay the Fixed Retainer quarterly in advance, then an administration fee of ten (10%) percent will apply to the quarterly Fixed Retainer amount.

Tax Invoice Hourly rate services are invoiced monthly in arrears and the trading terms for each new project or assignment and will be approved by the Client prior to commencement.

The Consultant will include in its Tax Invoice to the Client expenses and only where those expenses have been incurred with the authority of the Client.

4. COVENANTS AND REPRESENTATIONS BY THE CONSULTANT

The Consultant undertakes to comply responsibilities in accordance with Australian laws, including those duties and responsibilities are provided at Schedule Three.

The Consultant undertakes, represents to and covenants with the Client at all times during the Term that:
(a) the Employee has the necessary knowledge, experience, training and expertise to perform the Director & Officer Services in a professional and competent manner;
(b) the Consultant will do all things necessary to ensure that the Employee performs the Director & Officer Services at all times in a safe and competent manner;
(c) the Consultant will do all things necessary to ensure that the Employee is available as and when reasonably required by the Client and/or the Consultant in order to perform and service;
(d) the Consultant will not engage any other person other than the Employee to provide the Director & Officer Services to the Client without the prior written consent of the Client;
(e) the Consultant and Employee will follow all directions given by the Client, its other consultants (if any) or any authorised Person engaged by the Client as its manager from time to time in respect of the performance of Director & Officer Services;
(f) the Consultant will carry out the Director & Officer Services to a standard satisfactory to the Client and in accordance with the Law and OH&S/WH&S;
(g) the Consultant will carry out the Director & Officer Services at the Consultant’s place of business;
(h) the Consultant will complete all of the Director & Officer Services in a timely manner and in accordance with any times reasonably requested by the Client, its manager (if any) or by any deadlines set by the Client or due dates of any notice given by any Australian government agencies;
(i) the Consultant will ensure that the Director & Officer Services provided be of a quality reasonably acceptable to the Client;
(j) the Consultant will promptly provide from time to time such information as the Client may reasonably require concerning the Director & Officer Services;
(k) the Consultant will not do or omit to do anything which might cause the Client to be in breach of any of its obligations to customers or which might cause the Client to be liable in tort, contract or liable under any Act or Law, including any claims or liability pursuant to the Competition and Consumer Act 2010 (Cth) and/or any relevant State Fair Trading Act or any other consumer legislation;
(l) the Consultant will keep time sheets and such other records of Director & Officer Services performed for the Client and make those time sheets and records available to the Client within a reasonable period of time if so requested.

The Consultant promises and undertakes to the Client that the Employee will at all times in the course of carrying out his or her duties for the Client under this Agreement:
(a) act diligently, ethically and honestly;
(b) not by act or omission, commit any criminal offence, breach any agreement (including this Agreement) or any Law;
(c) not act negligently or carelessly;

The Consultant will ensure that the Employee complies with all applicable OH&S/WH&S Laws and all OH&S/WH&S policies of the Client.

The Consultant will ensure that the Employee complies with all procedures, rules, regulations, standards of conduct and lawful directions of the Client in respect of the use of the Client’s Facilities and in the communications and dealings with the Client.

For the purposes of this Agreement, any act or omission by the Employee will, for all purposes of determining whether the Consultant is in breach of Clause 4, be deemed to be an act or omission by the Consultant.

5. COVENANTS AND REPRESENTATIONS BY THE CLIENT

The Client undertakes to support the Consultant and/or Employee to deliver the Director & Officer Services in accordance with the Law and OH&S/WH&S and in order to satisfy the duties provided at Schedule Three of this Agreement.

The Client undertakes, represents to and covenants with the Consultant that:
(a) the Client will apply its best efforts to support the Consultant to perform the Director & Officer Services at all times;
(b) the Client will apply its best efforts to ensure that the Client is available as and when reasonably required by the Consultant and/or Employee in order to perform and carry out those Director & Officer Services;
(c) the Client will not do or omit to do anything which might cause the Consultant to be in breach of any of its obligations to Client or which might cause the Consultant to be liable in tort, contract or liable under any Act, including any claims or liability pursuant to the Competition and Consumer Act 2010 (Cth) and/or any relevant State Fair Trading Act or any other consumer legislation;

The Client will comply with all applicable OH&S/WH&S legislation and in the case when the Client has employees and/or contractors in Australia the Client will adopt reasonable systems approved by the Consultant to fulfil all compliance and legal requirements in the appointment, management and termination of its employees and contractors.

The Client will provide access to all records and documents of the Client relevant to the performance of the Director & Officer Services at all reasonable times when requested by the Consultant and/or the Employee.

The Client will ensure the Business and its operations comply with all applicable Laws and the requirements of the Australian Taxation Office (ATO) and Australian Securities & Investment Commission (ASIC).

The Client must not commit any criminal offence and/or breach any Law or regulation that could adversely affect the interests of the Consultant, or the Consultant’s business.

The Client must not otherwise act in any manner that could disrupt or adversely affect the Consultant, the Consultant’s business or the reputation of the Consultant. The Client must not disparage the Consultant and/or the Employee at any time during the Term.

The Client will report and keep the Consultant and/or its Employee informed about all material activities and transactions of the Client in Australia relevant to the performance of the Directors & Officer Services.

The Client will reimburse the Consultant and/or the Employee for any expenses or costs incurred for an on the behalf of the Client provided that any expenses or costs incurred have been approved in writing by the Client before such expenses or costs were incurred.

Unless otherwise agreed in writing with the Consultant, the Client must appoint professional registered tax agent at the commencement of the Director & Officer Services.

Unless otherwise agreed in writing with the Consultant, the Client must retain professionalregistered tax agent at all times during the Term..

Unless otherwise agreed in writing with the Consultant, the Client must engage the Australian registered tax agent to prepare and lodge the following documents if required by Law:
(a) the Business Activity Statement;
(b) the Income Activity Statement;
(c) the Income Tax Return;
(d) the Fringe Benefits Tax Return; and
(e) any other forms, returns, statements and documents with ATO and ASIC.

The Client may be required to provide Directors and Officers Insurance, and if so required will provide the Consultant with a copy of the insurance policy with the inclusion of the names of all Directors and Officers on the policy.

The Client will indemnify the Consultant and Employee in accordance with the terms of this Agreement and specific terms at Clause 21.

The Client will reimburse any costs incurred by the Consultant if the Consultant is required to obtain insurance of any kind directly related to the Client and/or for the Consultant to perform Director & Officer Services, where the Client has refused to obtain such insurance. In the event of any additional insurance, the Consultant will provide evidence of additional cost, including copies of the policy.

The Client will maintain at all times appropriate accounting software to manage the financial affairs of the Client operations in Australia.

If for any reason the Client cannot pay its debts when they fall due, the Client has an obligation to immediately or within twenty-four (24) hours once known to the Client to inform the Consultant to ensure the appropriate actions can be undertaken.

The Client will provide to the Consultant on a regular basis the following information:
(a) the Annual Business Plan with twelve (12) month financial forecast including Balance Sheet, Profit & Loss Budget and Projected Cash Flow Statement;
(b) a copy of the Management Accounts when requested or annually;
(c) a copy of the Activity Statement (BAS) and/or Income Activity Statement (IAS) when filed with the Australian Taxation Office (ATO);
(d) a copy of the Constitution of the Company and/or Shareholders Agreement at the commencement of this Agreement and at any time when requested or when updated;
(e) a copy of the Workers Compensation Insurance Policy for the Client’s employees and the financial forecast for gross employee salaries for the current tax year or next twelve (12) months;
(f) to the extent relevant, reports and material information about the performance of the Business when requested by the Consultant and/or Employee.

For the purposes of Clause 5, any act or omission by the Client will, for all purposes of determining whether the Client is in breach of Clause 5, be deemed to be an act or omission by the Client.

The Client will file on-time all documents and statements in accordance with the due date of any notice given by ATO and ASIC including the payment of all taxes and filing fees; this may include Business Activity Statement, Income Activity Statement, Annual Return, Income Tax Return, Fringe Benefits Tax Return or any other document required by law.

6. GUARANTEES AND INDEMNITIES BY CONSULTANT

The Consultant indemnifies the Client against any loss, liability or damage that the Client sustains as a direct or indirect consequence of any breach by the Consultant and/or Employee of any of its covenants or other obligations pursuant to or under the Agreement. This indemnity survives the termination of this agreement.

7. CONFIDENTIAL INFORMATION

The Consultant and the Employee jointly and severally covenant with the Client that:
(a) They will each only use Confidential Information for the benefit of the Client and in the proper performance of the Director & Officer Services and will not disclose any Confidential Information to any Person without the prior written consent of the Client;
(b) They will not use or disclose any Confidential Information while properly performing their obligations under this Agreement.

The Consultant and the Employee agree with the Client that:
(a) all Confidential Information is confidential to the Client;
(b) all Confidential Information that may come into existence at any time after the date of this Agreement and during the Term whether as a consequence of this Agreement or otherwise is confidential to the Client;
(c) all Confidential Information that is created by the Consultant in the course of the provision of Director & Officer Services is confidential to the Client.

The Consultant and the Employee will not dispute or contest or assist any other Person in disputing or contesting the confidentiality of any Confidential Information and/or the rights of the publish at the Consultant’s website and other corporate documents the name and logo of the Client and the Client can at any time request the Consultant to remove or change the use of the Client’s name and logo for any purpose. In the event this Agreement is terminated for any reason the Consultant will promptly remove from the Consultant’s website and any corporate documents the Client’s name and logo.

8. INTELLECTUAL PROPERTY

The Consultant and the Employee acknowledge that the Client is the exclusive owner of all the training programs and/or manuals or Products in any way created or developed under or pursuant to the Agreement and/or the Director & Officer Services.

Term or at any time thereafter, do all things and to the Client:
(a) all Confidential Information that is created by the Consultant and/or the Employee in the course of the provision of the Director & Officer Services is Confidential Information of the Client.

The Client agrees to pay any reasonable and pre-approved expenses that have or will be incurred by the Consultant and/or Employee in carrying out any obligation under this clause.

Where any Software program or manual is reserved as the sole property of the Consultant and/or the Employee then the Consultant and/or the Employee consent and agree to the Client using at no charge the Software program or manual but only for purposes of providing Director & Officer Services.

9. COVENANT NOT TO COMPETE OR SOLICIT CLIENTS

The Consultant and the Employee jointly and severally undertake to the Client that they will not solicit or approach any employees or customers of the Client during the Term and for a period of six (6) months after the termination of this Agreement or provide or offer to provide to them services the same as or similar to the Client’s products and/or services.

The Consultant undertakes and covenants with the Client not to solicit or attempt to solicit the employees of the Client with a view to inducing them to leave the employment of the Client for a period of six (6) months after the termination of this Agreement.

10. WHEN THE CLIENT CAN TERMINATE

In the event the Appointment is terminated by giving the Consultant 90 days’ prior written notice for any reason by the Client and the Client paid the Fixed Retainer annual in advance to the Consultant, then Client may receive a refund for fees paid in advance for the period after the date of termination.

11. WHEN THE CONSULTANT CAN TERMINATE

The Consultant may terminate the Appointment by giving 90 days’ prior written notice to the Client whether or not the Director & Officer Services have been completed and not be a breach of this Agreement and will not give rise to any claim for compensation or damages.

12. PAYMENTS UPON TERMINATION

Upon termination the Client will only be liable to the Consultant for fees for Director & Officer Services provided up to termination.

Where the Term is a shorter period than would otherwise be the case because it is terminated then the Consultant will only be entitled to be paid Director & Officer Fees for period up until the date of such termination and any fees paid in advance after the 90 days’ notice of termination by either party may be refunded by the Consultant.

13. RETURN OF CONFIDENTIAL INFORMATION AND OTHER CLIENT PROPERTY

Upon termination of the Appointment for any reason, the Parties will use all reasonable commercial endeavours to return to each other all Confidential Information and any Intellectual Property belonging to the other Party. Where such Confidential Information and/or Intellectual Property is incapable of being returned in tangible form, for example if it is stored on computer hardware, then each Party undertakes with the other that it will, after providing copies to the other Party, destroy all electronic records of such Confidential Information.

The Consultant and the Employee must return in a timely manner all Client property in their possession, custody or power and each covenants with the Client that if any such property cannot be returned in its original condition (fair wear and tear excepted) then it will reimburse the Client an amount equal to that item’s replacement value.

14. SURVIVAL CLAUSES

Notwithstanding termination of this Appointment for any reason, all clauses of this Agreement that are expressly intended to continue to be binding and enforceable will continue to be binding and enforceable. In addition, all obligations to pay any sum due prior to termination, keep Confidential Information confidential, and all covenants not to compete, or solicit Customers or employees and/or return and not use Intellectual Property or Client Property will continue to be fully binding and fully enforceable.

15. RELATIONSHIP BETWEEN THE PARTIES

The Parties acknowledge to each other that they are not in partnership, there is no joint venture or franchise arrangement between them or any two of them and that nothing in this Agreement gives rise to or creates an employer/employee relationship as between the Client and the Consultant and the Employee.

The Parties acknowledge that the only relationship that the Client has under this Agreement is that the Consultant and/or Employee is an independent consultant to the Client and the terms are as set out in this Agreement.

The Parties must in the performance of all their obligations to each other act in good faith, co-operate and act reasonably towards each other.

16. CONSULTANT’S AND EMPLOYEE’S OBLIGATIONS

16.1. The Consultant represents to and covenants with the Client that:
(a) the Employee is fully covered for Workers Compensation Insurance at all times during the Term;
(b) it is the sole responsibility of the Consultant to pay all premiums in respect of the Employee’s Workers Compensation Insurance; and
(c) all superannuation and group tax obligations on behalf of the Employee and on the part of the Consultant have been and will continue to be met, where due, by the Consultant and will remain the sole responsibility of the Consultant.

The Consultant and Employee jointly and separately acknowledge to the Client that any breach of this Clause is a breach of an essential term and entitles the Client to terminate the Agreement immediately by giving notice to the Consultant to that effect.

17. NOTICES

Any Notice to be served upon the Client pursuant to this Agreement may be effectively served:
(a) by personally delivering the same to any officer of the Client; or
(b) by personally delivering it to the registered office of the Client as shown as the address of the Client at the beginning of this Agreement; or
(c) by sending it by facsimile transmission or email addressed to the Client at the facsimile number or email address as provided to the Consultant and/or the Employee by the Client as its facsimile number or email address.

Any Notice to be served upon the Consultant pursuant to this Agreement may be effectively served:
(a) by personally delivering the same to any officer of the Consultant or to the Employee; or
(b) by personally delivering it to the registered office of the Consultant as shown as the address of the Consultant at the beginning of this Agreement; or
(c) by sending it by facsimile transmission or email addressed to the Consultant at the facsimile number or email address as provided to the Client by the Consultant as its facsimile number or email address;

Any Notice to be served upon the Employee pursuant to this Agreement may be effectively served:
(a) by personally delivering the same to the Employee in writing;
(b) by personally delivering it to any person at the Employee’s residential or business address; or
(c) by sending it by facsimile transmission or email addressed to the Employee at the facsimile number or email address then used by the Employee as his or her facsimile number or email address.

Any address to which Notices under this Agreement may be served on any Party may be amended by that Party giving Notice of such a change.

18. WHOLE AGREEMENT

The terms of this Agreement represent the entire terms of all agreements and understandings between the Consultant and the Employee on the one hand and the Client on the other.

The Consultant and the Employee jointly and separately acknowledge to the Client that all prior statements, representations, undertakings and promises (if any) given by the Client on the one hand to the Consultant and/or the Employee on the other prior to the date hereof have not been relied on by the Consultant or the Employee and each agrees and acknowledges to the Client that the terms contained in this Agreement constitute the entire Agreement between them.

19. GOVERNING LAW AND JURISDICTION

19.1. This Agreement and the rights and obligations of the Parties hereunder are governed by and are to be construed in accordance with the laws of New South Wales in Australia.

20. SEVERABILITY

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be effective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability in such provision in any other jurisdiction.

21. INDEMNITY

To the fullest extent permitted by law, the Client hereby indemnifies the Employee against any and all liabilities, losses, Costs (including legal costs) and expenses which might be incurred by the Employee as a result of anything done by the Employee, provided that such action or actions are (a) in good faith, (b) in the best interest of the Client, and (c) undertaken with the prior written instructions or approval of the Client.

Nothing in this Agreement indemnifies or exempts the Employee from a liability to the Client incurred by that Employee as an officer of the Client.

The indemnity in Clause 21.1 does not extend to indemnifying the Employee against:
(a) a liability owed to the Client or to a Related Body Corporate;
(b) a liability for a pecuniary penalty order under Section 1317G of the Act, or a compensation order under Section 1317H or 1317HA of the Act;
(c) a liability that is owed to someone other than the Client or a Related Body Corporate, which liability did not arise out of conduct by the Director in good faith.

22. INSURANCE

Where the liability of the Employee arises out of a Claim and that Claim is covered by insurance then the indemnity given in this Agreement will only apply to the extent to which the Employee’s liability is not covered by insurance.

Nothing in this Agreement obliges the Client to take out insurance.

Where the Client has agreed to pay the premiums in respect of any insurance, it must not do so to the extent to which such insurance purports to cover:
(a) Conduct by the Employee that involves a willful breach of duty in relation to the Client.
(b) Conduct that constitutes a contravention of Sections 182 or 183 of the Act.

23. REIMBURSEMENT OF COSTS AND EXPENSES

Where the Employee incurs any cost or expense in performing any duties to the Client, including attending board meetings, conferences or other meetings as a representative or officer of the Client, then the Client will promptly reimburse all those costs and expenses upon receipt of appropriate documentation evidencing the incurring of the cost or expense by the Employee and upon the Client being reasonably satisfied that the cost or expense was properly incurred by the Director.

Nothing in Clause 23 obliges the Client to reimburse any cost or expense incurred by a Employee if:
(a) The cost or expense is in the view of the Client unreasonable, unnecessary or excessive;
(b) The Employee did not obtain written approval from the Client before incurring the expense.

24. CONSTITUTION

Where there are any provisions in the Constitution that provide for the indemnity of directors or officers of the Client, the clauses of this Agreement apply in addition to and not in place of those provisions in the Constitution. Where there is any provision in the Constitution limiting or prohibiting the Client from giving any indemnity in respect to any particular liability or class of liabilities then this Agreement will be read down and construed so as to not give any indemnity to the Employee that is prohibited by the Constitution.

25. COMPLIANCE WITH LAWS

It is expressly acknowledged by the parties to this Agreement that there is no intention to contravene the Act or any Law. To the extent to which any provision of this Agreement contravened any provision of any such Law then to that extent that provision of this Agreement will not apply and will be deemed excised from this Agreement. The excision of that provision will not affect the validity or enforceability of any other provision of this Agreement with the intent that all remaining provisions of this Agreement will continue to be fully enforceable.

26. DISCLOSURES BY THE DIRECTOR

The Client has entered into this Agreement in reliance upon the Employee having made a full and complete disclosure in a notice given by the Employee to the Client pursuant to Section 192 of the Act and in compliance with Section 192(2) of the Act setting out all relevant interests and circumstances known to the Employee which might in any way influence the Client’s decision to enter into this Agreement on its current terms or require the approval or ratification of Shareholders to its decision to enter into this Agreement on its current terms. None of the obligations in this Agreement imposed on the Client to indemnify the Employee or reimburse costs or expenses incurred by the Employee shall apply if the Employee has failed to make a full and complete disclosure as required by Section 192 of the Act and Clause 26.1 hereof.
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Please read and review each Tab including the General Terms and Conditions and Schedule One, Two and Three to understand the key elements for a new appointment and before commencing a New Appointment Form. After completing and submitting the Online Form, we will make contact within 1-2 working days to discuss the prospective engagement to assist with the preparation of a formal engagement specific to your requirement and information about our fees.

Our client's are generally an international enterprise which have specific and customised requirements to appoint a local independent and nominee director and/or officer for an Australian subsidiary.

Please select your Online Form:

New Director & Officer Appointment Form: please use this form to request a Client Engagement Proposal & Quotation for any size company which has the requirement for a local Australian resident as Director, Public Officer and/or Company Secretary.

New Director & Officer Appointment (Small Entity) Form: please use this form to request a Fee Quotation and Client Engagement for a small company entity with no employees and annual gross revenue below $2 million which has the requirement for a local Australian resident as Director, Public Officer and/or Company Secretary.

New Officer Appointment (Public Officer) Form: please use this form to request a Fee Quotation and Client Engagement for any size company or branch which has the requirement for a local Australian resident as Public Officer.

New Assignment or Project (Quotation Only) Form: please use this form to request a Fee Quotation for a specific assignment or project. We undertake assignments for our clients to assist with business research, employee investigations, people management, customer relationship management, sales training, develop new markets, strategic planning and joint ventures. We always work closely with your preferred accountants and advisors to assist with any professional accounting, tax or legal matters. All assignments and projects are confidential and private.

Appointment Review Form: please use this form to provide a periodic update about the Australian Company status and performance. This form must only be used by a company that has already completed the Director & Officer Engagement.

Security Notice for Online Forms:

Online Forms at this Isoture webpage are embedded using WUFOO.COM technology with 128-bit SSL encryption for enhanced security during submission. If you use any online form at the Isoture website, then this data is collected by Isoture employee and your data is always safe with us and subject to our strict privacy and confidentiality policies.
DIRECTOR & OFFICER SERVICES

Services Inclusive of the Fixed Retainer Fee:

The Consultant will provide the following Director & Officer Services to the Client:

• attend to the consent of Director and/or Officer
• attend to the review and execution of various documents such as:
- Director Minutes and Resolutions
- ASIC forms and applications
- ATO forms, applications and returns
- periodic lodgements for BAS and IAS
- employee annual PAYG certificates
- documents prepared by the registered tax agent
• attend to the annual workers compensation insurance policy requirements
• attend to the banking matters, account establishments and authorities
• attend to general enquires by email and telephone
• attend at least one (1) director meeting each year by telephone
• attend to the ongoing review of D&O duties in accordance with Australian laws

Additional Services subject to Hourly Rate:

Additional hourly rate may apply for services not included as part of the Fixed Retainer Fee and these additional services may include:
• attend to additional meetings on behalf of the Client
• attend to employee related matters and OH&S/WH&S requirements
• attend to the review and execution of detailed agreements and contracts
• attend to other projects and assignments on behalf of the Client
• attend to D&O duties in accordance with Australian laws
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The Client is generally a subsidiary of an international enterprise and is engaged in the operation of business throughout Australia.

The Client is a Company or branch duly incorporated under the Corporations Act 2001 (Cth) and the Client name is the name as submitted by the Client at the Online Form provided here within at the Isoture website (the “Client”).

The Consultant is in the business of providing Nominee Director & Officer Services as set out in Schedule One.

The Consultant is Isoture Pty Ltd ACN 158 209 575 a Company duly incorporated under the Corporations Act 2001 (Cth) and having its place of business at Level 3, 50 York Street, Sydney NSW 2000 (the “Consultant”).

The Client has a requirement for Director & Officer Services to be provided by the Consultant as set out in Schedule Two.

The Employee is an employee of the Consultant and the Consultant has agreed to make available the Employee to the Client for the purposes of the carrying out the Director & Officer Services.

The Employee is David Masters a resident and citizen of Australia (the “Employee”).
DIRECTOR & OFFICER FEES

Fixed Annual Retainer Fee:

Consent to act as: Director, Public Officer and Company Secretary
Client: Your Australia Company Pty Ltd
Client Business Number: ACN 123 456 789
Fixed Annual Retainer Fee: AUD $X,XXX+GST
Original Consent Date: 1st January 2013
Tax Invoice will be sent Annual-In-Advance as from: Original Consent Date
Client Accountants & Advisors: XXXXXXXX

Any additional services outside the Fixed Retainer Fee is charged at our Hourly Rate Fee:
One (1) unit of time is equal to fifteen (15) minutes
The hourly rate is AUD $250.00 +GST
Alternate to a Hourly Rate, we can agree of a Fixed Project Fee for new assignments and projects.

Payment Terms:
All Tax Invoices are payable within thirty (30) days from the date of invoice.

Method of Payment:
The Client will pay the Fixed Retainer Fee and other fees by Electronic Bank Transfer.

Goods & Services Tax (GST):
The Consultant must separately identify on each of its Tax Invoices with GST.
The GST rate is 10% and all fees in this Schedule are exclusive of GST.

Your Australian Company Fees:
You will receive a Fee Estimate or Quotation for consideration.
Director & Officer Fees apply once acceptable to the Client and both parties have executed a Client Engagement Agreement
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1.1 Our General Terms & Conditions refer to the following words and phrases have the following meanings:

"Agreement” means these General Terms & Conditions and Schedule One, Two and Three.

“Appointment” means appointment of the Consultant by the Client as set out in Clause 2 of this Agreement.

“Client’s Facilities” is not limited to but includes all premises of the Client, equipment, databases, resources and vehicles used and/or owned by the Client.

“Client’s Business” means the business described in Recital A.

“Confidential Information” means all information of whatsoever kind or nature including:
(a) all information in whatsoever form that the Consultant and/or Employee obtains because of this Appointment or because of the provision of the Director & Officer Services and whether such information is contained in a document or in any software or is conveyed orally or is obtained by the Consultant through observation; and
(b) all other information which is by its nature confidential to the Client and/or to the Client’s Business and/or to any customers of the Client; and
(c) all information in any document or software, object code or source code that is marked or contained in a package or envelope that is marked "Strictly Confidential", "Confidential", "Secret", "Not to be Disclosed", “Private” or otherwise uses words which indicate that the Client or any other person regards the information as being of a confidential nature; and
(d) all oral, written, recorded information and/or databases concerning the Client, the Client’s Business, Client’s customer information and customer lists, Products and/or any intellectual property;
(e) all other information or know-how in any form whatsoever concerning the Client’s Business or the Client that is disclosed to the Consultant and/or the Employee or is otherwise learnt by the Consultant and/or the Employee during the Term. But does not include any information that is or becomes generally available to the industry or becomes or is in the public domain other than as a result of a disclosure directly or indirectly by the informed Consultants and/or Employee.

“Client” means the client named at Recital B.

“Director & Officer Fees” means the fees set out Schedule Two and excludes GST (if applicable).

“Director & Officer Services” means the services provided by the Employee on the behalf of the Consultant to the Client being the services as set out in Schedule One and all such other consulting services as may be agreed upon in writing by the Client and the Consultant during the Term.

“Extension of Term” means any extension of the Term as may be agreed upon by the Parties in writing and commencing immediately upon the expiry of the then current Term.

“Fixed Retainer” means the consulting fee to provide Director & Officer Services as set out in Schedule Two and excludes GST (if applicable).

“GST” means Goods and Services Tax as defined under a New Tax System (Goods and Services Tax) Act 1999 (Cth) (the “GST Act”). Where any GST is payable, the Party making the supply must provide a tax invoice unless the tax invoice belongs to a class of tax invoices that the Commissioner has determined in writing may be issued by the recipient of a taxable supply under the GST Act. The Parties will, if necessary, at all times be fully and effectively registered for GST.

“Intellectual Property” means all inventions, copyrights, trademarks, designs and patents and any other intellectual property rights.

“Law” means all Acts, statutes, regulations, by-laws, common law, equity and includes Federal and State law as may be enacted or amended from time to time within Australia.

“Notice” means notice in writing including those conveyed by facsimile, letter, email and telex and conveyed in accordance with the provisions of this Agreement.

“OH&S/WH&S” means Occupational Health and Safety and Workplace Health and Safety and all related Acts, statutes, regulations, by-laws, common law, equity and includes Federal and State law as may be enacted or amended from time to time within Australia.

“Online Form” means any online form and related webpage for the purpose of publishing information and collecting data to provide prospective Director & Officer Services and consulting services for a Client assignment or project. An online form at the Isoture website may be an embedded form using WUFOO.COM technology with 128-bit SSL encryption for enhanced security during submission. If you use any online form at the Isoture website, then this data is collected by Isoture employee and your data is always safe with us and subject to our strict privacy and confidentiality policies.

“Parties” means the parties to this Agreement and includes their lawful successors and assigns. Any reference to a Party will include, where applicable, any subsidiary controlled by a Party or by the same persons who control that Party.

“Person” means any body that is recognised at law in the Territory whether it be a natural person, entity or corporation.

“Product” means all the products that the Client sells or provides to its customers in Australia and includes all goods and services of whatsoever kind or nature that form part of the Client’s Business.

“Related Entity” has the meaning given to it in Section 9 of the Corporations Act 2001 (Cth).

“Software” means any and all computer software of whatsoever kind or description.

“Tax Invoice” is an invoice from the Consultant to the Client that complies with the GST Act.

“Term” means the period from the commencement of this Director & Officer Services until the completion of the Director & Officer Services or until either Party terminates the Director & Officer Services as provided in this Agreement.

“Territory” means the whole of Australia.

“Year” means each period of 12 calendar months during the Term with the first year commencing on the date hereof and expiring on the day before the anniversary of the date hereof.
Schedule Three - Duties
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DIRECTOR & OFFICER DUTIES

A Director and/or Officer of an Australian company is liable and responsible for:

• Debts incurred while company is insolvent.
• Debts incurred that cause company to be insolvent.
• Unpaid PAYG (Employee withholding taxes) tax instalments.
• Unpaid superannuation entitlements for employees.
• Penalties as a consequence of a company committing a tax offence.
• Any tax penalty imposed on a personal basis.
• Criminal penalties if they are part of a scheme to defraud the revenue.
• Companies federal or state tax mistakes.
• Failure of the company to maintain appropriate levels of workers compensation insurance.
• The trade practices legislation.
• Environmental law.
• Environmentally Hazardous Chemicals Act 1985 (NSW).
• Equal opportunity.
• Taxation and the new privacy principles.
• Occupational health and safety agencies and laws; including the newly passed workplace, health & safety laws.
• Pollution control agencies.
• Consumer affairs agencies.
• Drug and medical evaluation authorities.

Any personal liability that may be imposed by statutory provisions such as sections 82, 229A and 556 of the Companies Code (Corporations Act, ss186, 233 and 592 respectively).

A multitude of taxes. Governments in Australia levy at least 125 different taxes including; Personal Taxes, Company Tax, Goods and Services Tax, Fuel Exercise, Payroll Taxes, Conveyance and Stamp Duties, Superannuation Funds, Tobacco Exercise, Fringe Benefits Tax, Gambling Taxes, Insurance Taxes, Beer and Spirit Excises, Customs Duties, Motor Vehicle Taxes, Crude Oil Excise, Agricultural Levies and numerous other taxes and levies – direct or indirect.

All Australian Company Directors should be aware of the consequences of being sued under the Corporations Act and that both creditors and shareholders have a number of ways of bringing legal action against all the officers.

Statutory Responsibilities:

Directors have a statutory responsibility in governing a company, the main directors duties are set out in section 180 – 184 of the Corporations Act and the duties include:

• Exercise care, skill and diligence s180
• Act in good faith s181
• Not to misuse the officer's position s182
• Not to misuse information s183
• Not to act dishonestly s184 - a criminal offence

Insolvent Trading:

Corporations must not trade whilst insolvent as this action puts creditors at risk. A director will be personally responsible for debts incurred by the company if there are reasonable grounds for 'suspecting' that the company is insolvent and continues to trade section 588G. The test is whether a reasonable person in a like position would continue to trade and if proven it is a criminal offence.

Business Judgment Rule:

A directors' defence is provided under the corporations act by the Business Judgment Rule s180(2). Directors are seen to be complying with their statutory duties if they meet each of the following:

• The business judgment was made in good faith for a proper purpose
• The officers do not have a material personal interest in the events
• They inform themselves about the subject matter
• They rationally believe that the judgment is in the best interests of the corporation

Government Penalties and Fines – Why Good Corporate Governance Matters

Consequences of breaching duties range from civil to criminal. Fines are on penalty unit basis with one penalty unit equal to $110 and range from $137.50 (1.25 times a penalty unit) for a technical breach to $220,000 (2000 penalty units) for more serious breach. The more serious breach may result in disqualification from taking part in the management of any company for up to 5 years and or five years imprisonment for criminal breaches. The penalty for failure to pay Workers Compensation Insurance is equal to twice the premium that would have been payable pursuant to Section 156B of Workers Compensation Act.