PARTIES:

PRINCIPAL: The incorporated entity specified in the form titled ‘Foreign Company Registration’ seeking registration in Australia (Principal)

AGENT: ALLIED INTERNATIONAL SERVICES PTY LTD (ACN 168 852 828) of Level 8, 230 Collins Street, Melbourne, Victoria, Australia (Agent)

INTRODUCTION

  1. The Principal wishes to register as a Foreign Company in Australia with Australian Securities and Investment Commission (ASIC).
  2. The Principal has requested the Agent to act as its Local Agent in Australia and to provide a registered address in Australia pursuant to the Corporations Act 2001(Act).
  3. The Agent has agreed to act as Local Agent and to provide a registered address in Australia pursuant to the Act (Agent Services) upon the following terms.

IT IS AGREED

1.             INTERPRETATION

In this Deed, unless otherwise indicated by the context:

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

(b)           headings are for convenience only and do not affect interpretation of this Deed;

(c)           a reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Deed;

(d)           where any word or phrase is given a definite meaning in this Deed, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

(e)           an expression importing a natural person includes a body corporate, partnership, joint venture, association or other legal entity;

(f)            a reference to a statute, statutory provision or regulation includes all amendments, consolidations or replacements thereof;

(g)           a reference to a party to a document includes that party’s legal personal representatives, successors and permitted assigns;

(h)           a covenant or agreement on the part of or for the benefit of two or more persons binds or benefits them jointly and severally; and

(i)             a reference to a body, whether statutory or not;

(i)             which ceases to exist; or

(ii)            whose powers or functions are transferred to another body; is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

2.             APPOINTMENT

The Principal appoints the Agent to provide the Agent Services.

3.             INDEMNITY AND EXCLUSION OF LIABILITY

3.1.         The Principal indemnifies the Agent  in respect of any claim or demand made or action commenced by any person against the Agent  or for which the Agent is liable in connection with any loss or damage whatsoever suffered in connection with the Agent Services, including but without limiting the generality of the foregoing, any fees, fines, penalties, and any legal costs as between solicitor and client incurred by the Agent a for which the Agent  is liable in connection therewith.

3.2.         The Agent will not be liable in respect of any loss or damage whatsoever, whether arising in contract, tort or otherwise, sustained by the Principal or any other person which may be sustained in connection with any act or omission relating to the performance or non performance of the Agent Services by the Agent or any of its officers, servants or agents.  Such loss or damage will include, but without limiting the generality of the foregoing, loss or damage caused by the negligence of the Agent or any of its officers, employees or agents or others, whether consequential or otherwise and whether or not such loss or damage is reasonably foreseeable.  This Deed contains all the warranties and conditions given by the Agent in connection with the subject matter of this Deed and to the extent that the Agent may exclude any warranties or conditions which might otherwise be implied by any competent legislation then the Agent hereby excludes from the application all such implied warranties and conditions.

4.             AGENT ENTITLED TO RELY ON REQUESTS, INSTRUCTIONS AND DIRECTIONS

The Principal and the Agent agree that in carrying out the Agent Services, the Agent will be entitled to rely on any request, instruction, or direction, whether oral or in writing, made or given to it by the Principal, or any agent or employee of the Principal.

5.             BREACHES OF THE ACT

The Principal will conform with all requirements of the Act and in particular will notify the Agent within 14 days of any changes of circumstances which require the lodgment of any forms pursuant to the Act.

6.             FEES

6.1.         The parties acknowledge that the fees will be paid to the Agent and are subject to change at the discretion of the Agent.

6.2.         The fees referred to in clause 6.1 are in addition to any professional fees or disbursements which Allied Business Accountants may charge to the Principal in connection with any work carried out for the Principal.

6.3.         The Agent may resign as Local Agent pursuant to the Act and withdraw its address as the Registered Address in Australia pursuant to the Act and such resignation will take effect immediately.

6.4.         The Agent agrees with the Principal that the Agent will resign as the Principal’s Local Agent pursuant to the Act and withdraw its address as the Registered Address of the Principal pursuant to the Act on the Principal’s requesting the Agent to do so.

7.             NOTICES

7.1.         A notice or other communication required or permitted to be given by one party to another must be in writing and:

(a)           delivered personally;

(b)           sent by pre-paid mail to the address of the addressee specified in this Deed; or

(c)           sent by facsimile transmission to the facsimile number of the addressee with acknowledgment of receipt from the facsimile machine of the addressee.

(d)           sent by email to the email address of the party as provided from time to time.

7.2.         A notice or other communication is taken to have been given (unless otherwise proved):

(a)           if mailed, on the second Business Day after posting; or

(b)           if sent by facsimile before 4 pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.

7.3.         A party may change its address for service by giving notice of that change in writing to the other parties.

8.             WAIVER OR VARIATION

8.1.         A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.

8.2.         The exercise of a power or right does not preclude:

(a)           its future exercise; or

(b)           the exercise of any other power or right.

8.3.         The variation or waiver of a provision of this Deed or a party’s consent to a departure from a provision by another party will be ineffective unless in writing executed by the parties.

9.             GOVERNING LAW AND JURISDICTION

9.1.         This Deed is governed by the laws of Victoria, Australia. 9.2.         Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

10.          FURTHER ASSURANCE

Each party will from time to time do all things (including executing all documents) necessary or desirable to give full effect to this Deed.

11.          COUNTERPARTS

This Deed may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument and the date of the Deed will be the date on which it is executed by the last party.

12.          WHOLE AGREEMENT

In relation to the subject matter of this Deed:

(a)           this Deed is the whole agreement between the parties; and

(b)           this Deed supersedes all oral and written communications by or on behalf of any of the parties.

13.          NO RELIANCE ON WARRANTIES AND REPRESENTATIONS

In entering into this Deed, each party:

(a)           has not relied on any warranty or representation (whether oral or written) in relation to the subject matter of this Deed made by any person; and

(b)           has relied entirely on its own enquiries in relation to the subject matter of this Deed. This clause does not apply to warranties and representations that this Deed expressly sets out.

14.          SEVERANCE

If any part of this Deed is invalid or unenforceable, this Deed does not include it.  The remainder of this Deed continues in full force.

15.          NO MERGER

Nothing in this Deed merges, extinguishes, postpones, lessens or otherwise prejudicially affects any right, power or remedy that a party may have against another party or any other person at any time.

16.          CONSENTS AND APPROVALS

Where this Deed gives any party a right or power to consent or approve in relation to a matter under this Deed, that party may withhold any consent or approval or give consent or approval conditionally or unconditionally.  The party seeking consent or approval must comply with any conditions the other party imposes on its consent or approval.