Standard Contract

CONTRACT

CONTRACTOR AGREEMENT

CONTRACTOR AGREEMENT between RECEPTIVE MIND SERVICES PTY LTD (ABN 53 782 441 919) T/AS ‘Receptive Mind Services’ of Level 8, 805/220 Collins Street, Melbourne, Vic, 3000 (“RMs”)

(the Principal)

CONTRACTOR AGREEMENT

Name *

ABN *

Address *
Address Line 1
City
State
Zip Code

PARTIES

RMs ABN 53 782 441 919 of Level 8, 805/220 Collins Street, Melbourne, Vic, 3000

(‘Principal’)

2. Name *

3. Address *
Address Line 1
City
State
Zip Code

ABN *

INTRODUCTION

A. The Principal conducts the business

B. The Principal requires the Work to be undertaken in the operation of its Business.

C. The Contractor is able to undertake the Work, which will satisfy the Principal’s requirement.

D. The Principal wishes to engage, and the Contractor has agreed to undertake the Work.

E. The parties to this Agreement wish to record the arrangements agreed between them, such agreements to be subject to the following terms and conditions.

OPERATIVE CLAUSES

Introduction

1. Each of the parties confirms that the introduction to this Agreement is true and correct.

Interpretation

2. Definitions

The following words and expressions will have the following meanings respectively:

a) Address for Service of Notices means the address of each party specific at Item 3 of Schedule 1.

b) Agreement means this agreement and any attached schedules or annexures.

c) Business means the business conducted by the Principal as described in Item 1of Schedule 1.

d) Business Day means the day on which all trading banks in the city of Melbourne are open for business.

e) Commencement Date means the date specified at Item 2 of Schedule 1.

f) Fee means the Fee outlined in Item 2 of Schedule 2.

h) Laws mean

i) all Federal and State Parliamentary acts and any regulations, by-laws, ordinances and orders made under such acts; and

ii) the lawful requirements of any public, municipal or other authority that apply to the Contractor or to the Work.

h) Party or Parties means the parties to this Agreement and includes the Partners.

i) Schedule or Schedules means the schedule or schedules attached to and forming part of this Agreement.

j) Termination Notice Period means the period specified at Item 4 of Schedule 1.

3. Interpretation

Unless the contrary intention appears, or the context otherwise requires or admits:

a) Words importing the singular will include the plural and words importing one gender will include the other genders;

b) A reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or other entity;

c) A reference to party or parties means the parties to this Agreement and includes the party’s Related Entities, executors, administrators, successors and permitted assigns and substitutes;

d) Headings are for convenience of reference only and will not affect the construction or interpretation of the provisions of this Agreement;

e) A reference to a clause will be to the clauses of this Agreement;

f) Any agreement, representation, warranty or indemnity by two or more parties (including when two or more persons are included in the same defined term) binds them jointly and severally;

g) Any agreement, representation, warranty or indemnity in favour of two or more parties (including when two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

h) A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

i) A reference to A$, $A, dollar or $ is to Australian currency;

j) In the event of any inconsistency between the provisions of this Agreement and the provisions of any other document executed pursuant to this Agreement, the provisions of this Agreement will prevail;

k) If a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed the next Business Day.

TERM

4. This Agreement will commence on the Commencement Date and continue until terminated by the parties in accordance with this Agreement.

DUTIES OF CONTRACTOR

5. The Contractor must:

Have and supply the Principal with an ABN;

if applicable to the Contractor, be registered for GST;

Carry out the Work:

Given to it from time to time by the Principal;

As directed by the Principal or the client of the Principal for who the Work is being undertaken;

Exercising reasonable skill, care and diligence;

In a timely manner;

At its own expense supply all tools, plant and equipment required to be used by it in undertaking the Work;

Ensure the plant and equipment it uses is suitable for use in undertaking the Work and is maintained in good working order and condition;

At its own expense, keep effective and maintain any qualifications registrations necessary to provide the Work

DUTIES OF PRINCIPLE

6. The Principal must:

At its own expense, will pay for and arrange public liability insurance and Workcover insurance in respect of the Work;

Notify the Contractor of any matter that may affect the scope of the Work immediately when it becomes aware of it; and

Cooperate with the Contractor and not interfere with or obstruct the proper performance of the Work.

REMUNERATION

7. Fee
The Principal will pay to the Contractor the Fee.
8. GST & Tax Invoice
Prior to receiving the Fee, the Contractor is to deliver to the Principal as required under the GST legislation, a Tax Invoice detailing the Fee and if registered GST allowance for that month.

EXPENSES

9. The Contractor will be reimbursed by the Principal for all expenses reasonably and properly incurred in the exercise of its duties under this Agreement and that are authorised by the Principal.

10. The Principal requires claims for expenses under clause 10 to be in writing and supported by documentation or receipts.

WARRANTY

11. The Contractor warrants that it, its employees and agents are competent and have the necessary skills to carry out the Work.

INDEMNITY

12. The Contractor indemnifies the Principal in respect of: all and any costs and expenses which the Principal will or may become liable for in relation to the performance of the Work by the Contractor under this Agreement; all damage, loss or injury to persons or property caused by and any expense incurred due to any fault arising out of the Work undertaken by the Contractor; and all actions, costs, charges, claims and demands made against the Principal in respect of a breach of any Laws by the Contractor.

13. Any loss, damage or injury mentioned in clause 12 will be made good at the Contractor’s expense and may be deducted from any monies due or becoming due to the Contractor from the Principal.

14. The indemnities in clause 12 extend to and include all costs, damages and expenses incurred by the Principal in defending and/or settling any of the matters mentioned in clause 12 including without limitation any legal costs and disbursements on a full indemnity basis.

RESTRAINT

15. Goodwill
The Contractor acknowledges that:

(a) The goodwill of the Business has been built up over a substantial period of time; and

(b) The Contractor may become familiar with some or all the Contractors of the Business, and privy to confidential information.

Having regard to the circumstances set out in 15.1(a) and 15.1(b), competition by the Contractor with the Principal will:

(a) Seriously diminish the goodwill of the Business;

(b) Detrimentally affect relationships between the Principal and its Contractors and such prospective Contractors as the Principal may be cultivating; and

(c) Result in confidential information becoming available to the Principal’s competitors.

16. Non-Solicitation
In consideration of the parties entering into this Agreement and to reasonably protect the goodwill of the Business, it is agreed that without the prior written consent of the Principal, the Contractor will not during the continuation of this Agreement and for a period of twelve (12) months after the termination of this Agreement, whether directly or indirectly, for the period specified in this clause:

(a) induce or solicit or accept the approach of any employee or other person engaged by the Principal to leave the employment or engagement of the Principal or to commence employment or other type of engagement with the Contractor or any other person or entity; or

(b) induce or solicit or accept the approach of any client, past or present, of the Business, with the view to performing the business of that Contractor by the Contractor or any other person or entity.

In this clause, a reference to Contractor will include any other person or entity in which the Contractor has any connection or involvement with (no matter how remote) including any company in which the Contractor is a director, shareholder, employee, in partnership with or agent or any other relationship whatsoever.

The parties agree that any combination of the acts referred to in clause 16.1 would be unfair and calculated to damage the Business.

The Contractor agrees that each of the separate covenants and restraint in this clause 16 are reasonable.

The parties agree that if any provision of this clause is considered excessive or invalid by any court, or at any other time at the discretion of the Principal, the Principal may notify the Contractor of a variation of this clause specifying a reduced obligation and or period and upon service of such notice, the obligation and or period will be so reduced and the parties agree to be bound by the provisions of this clause as varied by the notice. Nothing in this clause will prevent any court from reading down the restraint if such court is empowered to do so in order to validate such restraint.

17. Confidential Information
None of the parties will disclose any information of the other party or of the Business which is confidential without the consent of the other party (which will not be unreasonably withheld) provided always that that obligation will not apply to:

(a) Disclosures required by law or requirement of any regulatory body, court or tribunal;

(b) Information which is in or comes into the public domain other than as a result of a breach of this Agreement;

(c) Disclosures to the financial, accounting or legal advisers of the parties where reasonably required and provided appropriate confidentiality undertakings are obtained; and neither party will use any such confidential information other than for the purpose for which it was provided to that party.

Nature of Relationship

18. It is hereby expressly agreed and declared that the Contractor is independent of the Principal;/

20. It is hereby acknowledged and declared that nothing in this Agreement will be construed so as to create between the Principal and the Contractor the relationship of employer and employee or partnership.

21. The Contractor is not the agent of the Principal and otherwise has no authority to bind the Principal in any way.

Variation

21. Any variation of this Agreement must be in writing.

Termination

22. Events of Termination This Agreement will terminate by This Agreement will terminate by:

(a) If a party has breached this Agreement, upon the other party notifying that party in writing that the Agreement is terminated;

(b) If a party has not breached this Agreement, upon one party giving the other party a notice in accordance with the Termination Notice Period;

(c) The Principal entering into a contract to sell the Business; or

(d) The dissolution of the Business or the appointment of a trustee in bankruptcy of the whole or any part of the assets, rights or revenue of the Business.

23. Either party can terminate this Agreement by giving the relevant Termination Notice Period as per Item 4 of Schedule 1.

GENERAL

24. Assignment

No party will be entitled to assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent may be given or withheld, or given on conditions, in the absolute discretion of the other party. Before an assignment, the assignor will procure the assignee to enter into a deed in which the assignee covenants to be bound by this Agreement, including (without limitation) this clause.

25. Governing Law
This Agreement will be governed and construed in all respects in accordance with the law of New South Wales.

26. Notices

A notice, demand, consent or communication under this Agreement must be:

In writing and in English directed to the recipient’s Address for Service of Notices; and

Hand delivered or sent by pre-paid post or facsimile to that address.

A notice takes effect when received (or at a later time specified in it) and is deemed to be received:

If hand delivered, on delivery;

If sent by pre-paid post, two (2) Business Days after the date of posting (or seven (7) Business Days after the date of posting if posted to or from outside Australia);

If sent by facsimile, when the sender’s facsimile generates a message confirming successful transmission of the notice in its entirety.

If the delivery, receipt or transmission of a notice is not on a Business Day or outside the hours of 9:00 am to 5:00 pm on a Business Day in the time zone of the recipient, the notice is taken to be received at 9:00 am on the next Business Day.

27. Severability
Part or all of a provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining parts of the provision or provisions of this Agreement continue in force.

28. Entire Agreement
This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with the subject matter.

29. Costs
Each party must pay its own costs of negotiating, preparing and executing this Agreement.

30. Survival
Any obligation of confidence under this Agreement is independent and survives termination of this Agreement. Any other term by its nature intended to survive termination of this Agreement also survives termination of the Agreement.

31. No merger
The rights and obligations of the parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement.

32. Further Action
Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this Agreement and transactions contemplated by it.

33. Waiver
A party does not waive a right, power or remedy if it fails to exercise or delays in exercising a right, power or remedy given to it by this Agreement. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

SIGNING PAGE

EXECUTED as an Agreement.L

EXECUTED as an Agreement.

Signed for and on behalf of the Receptive Mind Services by its duly authorized representative in the presence of

Signature of witness

Signature of representative

Name of witness (print)

Name of representative (print)

Position of representative (print)

Signed, sealed and delivered by (Name) in the presence of

Signature of witness

Signature of Contractor

Name of witness (print)

SCHEDULE 1

1. Business

The business conducted by the Principal is known as Receptive Mind Services, Psychological & Organisational consulting and is located at Level 8, 805/220 Collins Street, Melbourne, Vic - 3000

2. Commencement Date

The Commencement Date of this Agreement is (DATE)

3. Address for Service of Notices

The addresses for service of notices for the parties are as follows:

a) Receptive Mind Services ABN 53 782 441 919

i) Address: Level 8, 805/220 Collins Street, Melbourne, Vic, 3000

(ii) Phone: 1800 177 774

(iii) Name

ABN

(iv) Address
Address Line 1
City
State
Zip Code

4. Termination Notice Period

The termination notice period will be ten (10) working days.

SCHEDULE 2

1. Work

The work to be provided by the Contractor to the Principal in accordance with this Agreement is that which the Principal notifies to the Contractor from time to time. Please confirm your preferences and agreement by checking the relevant box in the table/s below:

General Services (applicable to registered Counsellors and Psychologists)

Checkboxes
Telephone or Virtual EAP Counselling
Face-to-Face EAP Counselling
Telephone or Virtual Manager Support
Face-to-Face Manager Support
Onsite Wellbeing and Mental Health Training and Group Debriefs
Specialist Consulting, including Conflict Management and Organisational Change
After-Hours Duty (being Weekends, and 5pm to 830am AST weeknights), which includes paid time to respond to calls and requests on behalf of Receptive Mind Services.

Additional Services for Registered Psychologists

Checkboxes
Critical Incident Management, including Post-Incident Debriefing and/or Counselling
Critical Incident Management, including After-Hours callout in the throughout Australia
Virtual Gambling Exclusion Order Assessments and Gambling Behaviour Assessments
Face-to-Face Gambling Exclusion Order Assessments and Gambling Behaviour Assessments

2. Fee

Schedule of Service to be provided including costs

$(000.00) (GST payable) per hour for EAP counselling and/or Manager Support between the hours 9:00am and 5:00pm.

$(000.00) (GST payable) per hour for onsite support (applicable all clinicians) and/or Critical Incident Management (applicable to psychologists only) between the hours 9:00am and 5:00pm, including group training and debriefs, and specialist consulting.

$(00.00) (GST payable) per weeknight after-hours shift (5:00 pm to 830 am AST), $(00.00) (GST payable) per weekend (48 hour) and public holiday after-hours shift; including $15.00 (GST payable) per call received and $(000.00) (GST payable) per hour for telephone EAP counselling.

$(000.00) (GST payable) per virtual and/or face-to-face Gambling Exclusion Order Assessments and Gambling Behaviour Assessments, and $(000.00) (GST payable) per report.

Payment of Fees will be made upon delivery of invoices with an attached spreadsheet detailing hours worked that have been checked by the Clinical Services & Accounts Payable Department.

Payment terms will be up to fourteen (14) days from receipt of invoice.

Standard Contract

CONTRACT

CONTRACTOR AGREEMENT

CONTRACTOR AGREEMENT between RECEPTIVE MIND SERVICES PTY LTD (ABN 53 782 441 919) T/AS ‘Receptive Mind Services’ of Level 8, 805/220 Collins Street, Melbourne, Vic, 3000 (“RMs”)

(the Principal)

SIGNING PAGE

SCHEDULE 1

SCHEDULE 2

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