Agreement to provide company secretarial and related services. Sample. Brooke Pendlebury Principal Lawyer, Pendlebury Workplace Law

Transcription

1 Agreement to provide company secretarial and related services Description: Author: This document is a precedent agreement to provide company secretarial and related services. Brooke Pendlebury Principal Lawyer, Pendlebury Workplace Law A collection of authoritative precedents from your most trusted source is available on This precedent is also available via subscription to the LexisNexis product the Australian Encyclopaedia of Forms and Precedents. This document is provided to you pursuant to our Terms & Conditions available on the LexisNexis website. You agree to use the document and its contents in accordance with those terms for the limited purpose of research, giving professional advice to clients, assistance in drafting of agreements, submissions, reports and other like documents in the ordinary course of your business. You agree not to distribute, display, on-sell or transmit this document for any purpose except as permitted above. The document is prepared by the author and is not intended to and does not constitute legal advice whatsoever. Neither LexisNexis nor the author warrants that this document is fit for any specific purpose or is free of any, errors, omissions or defects. You should satisfy yourself that it is appropriate for your own intended use. Neither LexisNexis nor the author accept any liability, loss or damages resulting from or connected with the use of the document. 1

2 This precedent is for the provision of one or more company secretarial services, including: - traditional company secretarial services (keeping a company's registers of directors and shareholders and filing forms and notices with the Australian Securities and Investments Commission Registry); - servicing as the registered office of the client; and - the formation of new companies. The basic tasks and requirements are set out in clauses 7, 8 and 9 (with the precise services to be provided set out in schedules). The precedent sets out the general terms and conditions by which the service provider will provide its services. The specific company services that the client will require will be ordered by the client completing a specific order for that service (on a separate order form) which will be subject to acceptance by the service provider. Agreement to provide company secretarial and related services THIS AGREEMENT dated [date] is made by and between: [insert Company name], ACN [insert ACN] of [insert address] (Client) [insert Company name], ACN [insert ACN] of [insert address] (Agent). RECITALS A. The Client wishes to receive certain company secretarial and/or related services. B. The Agent is experienced in providing company secretary services and has skills, background and experience in providing [specify]. C. The Client wishes to engage an independent contractor to provide the Services (as defined below) to the Client. D. The Agent is willing to provide the Services and the Client is willing to appoint the Agent to provide the Services, all in accordance with the provisions of this Agreement. 1

3 TABLE OF CONTENTS 1. Definitions and interpretation Services Location Fee rates based on time spent Charges Required Information Company Secretarial Service Registered Office Service Company Formation Service Fees and payment of Fees Confidentiality Use of subcontractors Warranties, liability and indemnities Termination General SCHEDULE 1 [Specification] SCHEDULE 2 Company Secretarial Service SCHEDULE 3 Required Information SCHEDULE 4 Registered Office Service SCHEDULE 5 Company Formation Service SCHEDULE 6 [Order form for the ordering of particular Services]

4 OPERATIVE PROVISIONS 1. Definitions and interpretation 1.1 Definitions In this Agreement, the following words shall have the following meanings: Agent s Personnel means any person(s) that the Agent designates to perform the Services on the Agent s behalf; Application means an application, filing, notice or other communication or document which is made or sent by the Agent to a Recipient; Company Formation Information has the meaning given in clause 9.1; Company Formation Service means the service set out in clause 9; Company Secretarial Service means the service set out in clause 7; Confidential Information includes any information marked as confidential and any information received or developed by the Agent during the term of this Agreement, which is not publicly available and relates to processes, equipment and techniques used by the Client in the course of the Client s business including all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans; Charges means the tax, charges, duties, fees [specify other] that the Client shall be liable to pay to third parties as a result of the Agent performing the Services; Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); Fee(s) means [[specify amount] / the amount(s) set out in [Schedule [insert] / the Specification / [specify document or website page]]; Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever; Off-the-Shelf Company means an existing company which the Agent has available to transfer to the Client; Parties means the Agent and the Client, and Party means either one of them; Post Costs has the meaning given in clause 8; Recipient means a governmental or regulatory authority or other third party to which an Application is sent by the Agent; Registered Office Service means the service set out in clause 8; Required Information means the information and documents which the Client is required to provide to the Agent in order for the Agent to perform the Company Secretarial Services after certain meetings, events, transactions or actions occur, and as further specified in Schedule 3; Services means the Company Secretarial Service(s), Company Formation Service(s), Registered Office Service(s) [or such other Services set out in the Specification]; and [Specification means the specific Consultancy Services to be provided by the Consultant under this Agreement [when such Consultancy Services will be provided, the length of time they will take to perform and the human and other resources and facilities which are to be supplied by the Consultant. The Specification is set out in Schedule 1];] 1.2 Interpretation In this Agreement unless the context otherwise requires: words importing any gender include every gender; words importing the singular number include the plural number and vice versa; 3

5 (e) (f) (g) (h) (j) 2. Services (e) words importing persons include firms, companies and corporations and vice versa; references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement; reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule; 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; the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation; any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; where the word including (and related forms including includes ) is used in this Agreement, it shall be understood as meaning including without limitation ; and where the phrase is to a proprietary limited company it shall be understood as including a limited liability partnership. The Agent shall provide the Services [that the Client orders from time to time / specified in the Specification / as the Parties may agree from time to time] to the Client in consideration for the Client paying the Fee for the selected Service(s) to the Agent, subject to the provisions of this Agreement. The Client shall complete a separate order request for each Service that the Client wishes to order [in the form set out in Schedule 6]. A binding contract for that Service ordered shall only come into effect upon the Agent notifying the Client in writing of its acceptance of that order. The Agent shall use reasonable endeavours to complete the Services [including making Applications by any deadlines specified by governmental or regulatory authorities or other third parties]. The Agent will not be in breach of its obligations to perform the Services (or any part of the Services) with reasonable care and skill where: (iii) 3. Location the Client has not provided or supplied any information or documentation by any date or time specified by the Agent in order for the Agent to perform its Services or make any Application by any deadline; there is a failure of electronic communication technology, where the Agent uses electronic communication technology to perform the Services or make any Application to a Recipient (including applying to form a company, making a filing or application); or any Application made by the Agent is received by a Recipient but is not processed, actioned or otherwise delayed. The Services shall be performed by such employees or agents that the Agent may choose as most appropriate to carry out those Services. Unless the Parties agree, or the specific Service(s) require otherwise, the Agent shall provide the Services in such places and locations as the Agent considers appropriate to the type and nature of the requirement of the Client. For the avoidance of doubt, the performance of the Services does not require attendance at the Client's premises or face-to-face meetings with the Client. 4

6 4. Fee rates based on time spent Where the Fees are calculated on the amount of time spent by the Agent the following applies: 5. Charges a day means a period of [insert] hours. This will include the time spent in travelling to and from the place where the Services are performed; where the work carried out in performing the Services exceeds the period of [insert] hours, that period shall be charged at the pro-rated rate for a day; and where the Fees are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis. The Client will be responsible for the payment of the Charges payable to Recipients arising from the performance by the Agent of the Services. Where the Client wishes the Agent to pay any Charges, then at the option of the Agent: the Client will provide sufficient cleared funds prior to the performance of the Services to enable the Charges to be paid prior to the performance of the Services; or the Client will immediately on receipt of the Agent's invoice for the Charges pay the amount stated in the invoice. The Client recognises that where the Client wishes the Agent to pay any of the Charges and the Agent has not received cleared funds for those Charges to be paid: (iii) 6. Required Information the Agent shall not perform the Services which relate to the Charges (such as [specify]); the Client may miss any statutory or regulatory imposed dates for performing certain actions or filing documents with the government and regulatory authorities; and the Client may be required to pay fines or face criminal or other proceedings as a result. The Client shall: provide the Required Information to the Agent as soon as possible after the occurrence of certain meetings, events, transactions or actions (of the type set out in Schedule 3 Part 1); and supply the particular Required Information to the Agent no later than the deadline set out in Schedule 3 Part 3. The Client acknowledges and recognises that if the Required Information is not provided by the appropriate deadline set out in Schedule 3 Part 3: (iii) (iv) the Agent may not have sufficient time to prepare the required documentation, forms, filings, notices etc as part of performing the Services; it may not be possible to make appropriate Applications with or to Recipients at all or within the time set by the Recipients; the Client may not have an Application accepted or the filing or Application can only be made late; and the Client may, among other things, be required to pay penalties or fines and be open to criminal and civil proceedings. 7. Company Secretarial Service The Company Secretarial Service: is supplied by the Agent for a period of [insert] years, renewal on the anniversary of the commencement date; and 5

7 requires the payment of the Fee for this Service in advance. If the Client has chosen and paid for the Company Secretarial Service, then the Agent shall: carry out the tasks and services set out in Schedule 2 Part 1; and not carry out the tasks and services set out in Schedule 2 Part 2. The Company Secretarial Service does not include the appointment of the Agent as a company secretary of the Client. This is a separate Service for which the Client is required to pay a separate Fee. During any period in which the Agent is providing the Company Secretarial Service for the Client, the Client authorises the Agent to make any required Application to a Recipient on behalf of the Client. 8. Registered Office Service (e) (f) (g) (h) The Registered Office Service: is supplied by the Agent for a period of [insert] years, renewal on the anniversary of the commencement date; and requires the payment of the Fee and Post Charges (see below) for this Service in advance. If the Client has chosen and paid for the Registered Office Service, then the Agent shall: carry out the tasks and services set out in Schedule 4 Part 1; and not carry out the tasks and services set out in Schedule 4 Part 2. The Client shall provide to the Agent the Client's company registers (to enable them to be inspected by those entitled to do so). The Agent shall be responsible for making the company registers available for inspection if the Agent is providing the Company Secretarial Service. Whichever applies, the Client will be responsible for keeping the company registers up to date. If a person wishes to inspect the company registers of the Client, the Client acknowledges and agrees that the Agent may determine whether a fee is charged for inspection and the level of the fee at the Agent's discretion. Any fees received by the Agent will be retained by the Agent. The Agent shall be free to change the place of the registered office from time to time. The Agent shall provide reasonable notice of such change to the Client (in addition to the relevant Recipient). If either Party terminates the Agreement for the provision of the Registered Office Service or the Client does not renew or pay for further period of the Registered Office Service, then the Client shall be responsible for notifying governmental and regulatory authorities and other third parties of the location of the new registered office as well as the Agent. After termination of the Registered Office Service (and the notification of the change in the registered office of the Client with the relevant governmental or regulatory authority) the Agent shall not send any further communications the Agent receives to the Client (except for the period required under law). [For a period of [number] months after termination of the Registered Office Service, the Client may collect any communications in person from the Agent.] The Agent shall charge the Client for the cost of postage used in sending communications it receives on to the Client [plus a fee for dealing with each communication]. This cost is set out in the tariff of charges of the Agent. In addition to paying the Fee for the provision of the Registered Office Services, the Client shall pay a deposit to cover postage and fees (Post Costs). The Post Costs shall be payable at the same time as the Fee for the provision for the Registered Office Service. The Agent shall have the right to require the Client to pay further Post Costs (up to the amount set at the time the Client paid the Fee for the Registered Office Service). 6

8 (j) If the Client does not pay the Post Costs (or pay further Post Costs when demanded), the Agent shall have the right not to send any communications it receives to the Client until payment is received (although the Client shall have the right to collect in person, during normal working hours, any communications received by the Agent). 9. Company Formation Service 9.1 New company formation (new company, not currently existing) (e) (f) (g) The Company Formation Service: shall continue until the Agent has carried out all the tasks set out in Schedule 5 Part 1; is paid for in advance by the payment of the appropriate Fee and Charges. If the Client has chosen and paid for the Company Formation Service, then the Agent shall: carry out the tasks and services set out in Schedule 5 Part 1; and not carry out the tasks and services set out in Schedule 5 Part 2. The Client shall provide all the relevant details and complete the relevant documentation for the formation of a new company at the time it requires and orders the Company Formation Service (Company Formation Information). The relevant details and documentation required are set out at [name of website]. The Client recognises and acknowledges that: the Agent shall use and rely on the Company Formation Information to apply for the formation of the company; and if all the Company Formation Information is not provided at the time the Client ordering the Company Formation Service, the Agent will be delayed (and, in some cases, by the time all Company Formation Information is provided, the name of the company chosen by the Client may have been taken by another person). Unless agreed otherwise by the Parties, the Agent shall apply for the formation of a new company as soon as possible on receipt of the Client's order for the Company Formation Service, the Agent's acceptance of the order and the payment of the relevant Fee and Charges and all the relevant Company Formation Information. The Client recognises and acknowledges that: the application for the formation of a company does not mean that the application will be accepted by the Australian Securities and Investments Commission Registry and/or that the Registrar will register the formation of the new company; and the registration of a new company will not mean that the new company or its name will not infringe or breach some other law, benefit or right (such as infringing a trade mark or domain name), or permit the Client to register a trade mark or domain with the same or similar name of the new company. The Client will be responsible for choosing the name of the company to be formed. The Client recognises and acknowledges that the Agent, even using reasonable endeavours to check whether it is acceptable or usable to use the name chosen by the Client, cannot control or influence whether the name will be acceptable to the Australian Securities and Investments Commission Registry. 9.2 Off-the-Shelf Company formation If the Client wishes to utilise an Off-the-Shelf Company, clause 9.1 shall apply except that references to the application for the formation of a new company shall mean that the Agent shall be notifying the Australian Securities and Investments Commission Registry as to the change in ownership, change of directors (and if applicable company secretary) and change of name (if any) of an already existing company. The Agent shall only provide an Off-the-Shelf Company which has not traded before 7

9 (unless otherwise described by the Agent). The Agent believes that the Off-the-Shelf Company remains in good standing at the time it is the subject of the Company Formation Service. 10. Fees and payment of Fees (e) The payment of the relevant Fees (and Charges and/or Post Costs) for the Services ordered shall be made by the Client to the Agent [at the time the Services are ordered and in advance of the performance of the Services /as stated in the Specification]. Where Fees are calculated on the amount of time spent by the Agent in performing the Services [at the rate(s) specified in the Specification / at the [hourly / daily] rates specified in Schedule [insert]] the Agent shall be entitled to vary the [hourly / daily] rates during the existence of this Agreement. Before implementing new [hourly / daily] rates the Agent shall provide them to the Client. All amounts stated (whether orally or in writing) are exclusive of GST, where GST means a goods and services tax, or a similar value added tax, levied or imposed under A New Tax System (Goods and Services Tax) Act 1999 (Cth). If the Client does not make a payment by any due date or the date stated in an invoice or as otherwise provided for in this Agreement, the Agent shall be entitled to: (iii) 11. Confidentiality (e) charge interest on the outstanding amount at the rate of [insert]% per year above the base lending rate of [name of bank], accruing daily; require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and not perform any further Services (or any part of the Services). When making a payment, the Client shall quote relevant reference numbers and the invoice number. The Agent must keep the Client's Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality. The Client and the Agent acknowledge that information resulting from the activities of the Agent pursuant to this Agreement shall also be regarded as Confidential Information and the Agent agrees that the Agent s obligations in paragraph extend to this category of information. The Agent s obligations with regard to the Confidential Information will continue for so long as this information is maintained on a confidential basis by: the Client, in the case of Confidential Information pertaining to the Client's business; or the Client's client, in the case of Confidential Information pertaining to the business of the Client's client. At the termination of this Agreement, or when earlier directed by the Client: all Confidential Information must be returned to the Client, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Agent makes and any software that the Agent creates based on the Confidential Information; and the Agent will also erase and destroy any copies of any software containing or comprising the Confidential Information in the Agent s possession or under the Agent s control or that may have been loaded onto a computer possessed or controlled by the Agent. The Confidential Information does not include information which: is generally available in the public domain otherwise than as a result of a breach of paragraph by the Agent; or 8

10 (f) (g) (h) was known by the Agent prior to the Client disclosing the information to the Agent. The Agent agrees that the Client may require any of the Agent s Personnel to sign a confidentiality agreement in a form that the Client approves, as a condition of the Client's acceptance of any of the Agent s Personnel. The Agent agrees to indemnify the Client fully against all liabilities, costs and expenses which the Client may incur as a result of any breach of this clause by the Agent. The Agent acknowledges that damages may be an inadequate remedy for breach of this clause 11 and that the Client may obtain injunctive relief against the Agent for any breach of this clause 11. The obligations accepted by the Agent under this clause 11 survive termination or expiry of this Agreement. 12. Use of subcontractors i (e) (f) The Agent is permitted to use other persons to provide some or all of the Services. The Agent shall be responsible for the work of any of the Agent s subcontractors. Subject to paragraph, any work undertaken by any of the Agent s subcontractors shall be undertaken to the same standard as [stated in this Agreement [and the Specification] / agreed by the Parties]. 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 relevant subcontractor will be governed by the terms and conditions of that subcontractor s subcontract. The Client may, at any time, if it has reasonable grounds which have been disclosed and discussed with the Agent, by notice in writing to the Agent, require the Agent to cease to permit a particular person or persons employed by the Agent or acting as agents of the Agent to carry out the Services. If the Client makes the requirement referred to in paragraph (e), the Agent must, as soon as it is practicable, cease to provide the service of the particular person or persons in respect of the Client's business and provide the services of an alternative person or persons as may be reasonably acceptable to the Client. 13. Warranties, liability and indemnities (e) The Agent warrants that it will use reasonable care and skill in performing the Services [and to the standard generally accepted within the industry, sector or profession in which the Agent operates for the type of Services provided by the Agent]. If the Agent performs the Services (or any part of the Services) negligently or [materially] in breach of [this Agreement / the Specification], then if requested by the Client, the Agent will re-perform the relevant part of the Services, subject to paragraphs and (e) below. The Client's request must be made within [6] months of [the Completion Date / the date the Agent completed performing the Services / termination of this Agreement]. The Agent provides no warranty that any result or objective can be or will be achieved or attained at all or by a given date for the completion of the performance of the Services or any other date, whether stated in this Agreement [or the Specification] or elsewhere. Except in the case of death or personal injury caused by the Agent's negligence, the liability of the Agent under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the Fee(s) paid by the Client to the Agent under this Agreement. The provision of this paragraph shall not apply to paragraph (f). Neither Party shall be 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. The provisions of this paragraph (e) shall not apply to paragraph (f). 9

11 (f) (g) 14. Termination (e) The Client shall indemnify and hold harmless the Agent from and against all Claims and Losses arising from any loss, damage, liability or injury to the Agent, its employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by the Agent, its employees or consultants, or supplied to the Agent by the Client within or outside the scope of this Agreement. 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, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Either Party may terminate this Agreement at any time on written notice to the other Party (Other Party). The notice referred to in paragraph will take effect as specified in the notice: 15. General 15.1 Force majeure if the Other Party is in [material] breach of its obligations under this Agreement and where the breach is capable of remedy within [number] days, the Other Party has not remedied the breach within [number] days of receiving written notice which specifies the breach and requires the breach to be remedied; or if the Other Party enters into a deed of arrangement or an order is made for it to be wound up, or if an administrator, receiver or receiver/manager or a liquidator is appointed to the Other Party pursuant to the Corporations Act 2001 (Cth), or if the Other Party would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth). On termination, any Fees paid by the Client to Agent shall not be refundable. On termination of this Agreement the Client shall pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Agent for the performance of the Services prior to the date of termination. If any Charges are not required to be utilised for their intended purpose and there remains any unspent Post Costs, these amounts will be returned to the Client within [number] days of termination of the Agreement. Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. 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 Amendments This Agreement may only be amended in writing signed by duly authorised representatives of the Parties Assignment Subject to paragraph, 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. 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 10

12 Agreement Entire agreement 15.5 Waiver This Agreement contains the whole agreement between the Parties in respect of the subject matter of the Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. 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. Nothing in this Agreement excludes liability for fraud. No failure or delay by the Agent in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall 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. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law Agency, partnership etc This Agreement shall 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. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party's behalf Further assurance Each Party to this Agreement shall at the request and expense of the other or any of them 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 Severance If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, 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 shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement Announcements Notices Subject to paragraph, no Party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. No Party shall 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 or the regulations of a recognised stock exchange. A notice or other communication connected with this Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this Agreement, or sent by facsimile to the facsimile number of the addressee Law and jurisdiction This Agreement takes effect, is governed by, and shall be construed in accordance with the laws from time to time in force in [insert state/territory], Australia. The Parties submit to the nonexclusive jurisdiction of the courts of [insert state/territory]. 11

13 EXECUTED as an agreement. SIGNED for and on behalf of ) [insert Client name ) and ACN] by its ) authorised representative ) in the presence of: ) Director/Secretary Director Print name SIGNED for and on behalf of ) [insert Agent name ) and ACN] by its ) authorised representative ) in the presence of: ) Director/Secretary Print name Director 12

14 . SCHEDULE 1 [Specification] 13

15 SCHEDULE 2 Company Secretarial Service Part 1: What the Agent will undertake in providing the Company Secretarial Service The Agent shall carry out the following: 1 Maintaining and keeping up to date the Client's statutory registers; 2 Preparing board and shareholder resolutions; 3 Preparing and circulating minutes of meetings; 4 Preparing and circulating notices of board and shareholder meetings; 5 Filing statutory notices (such as on change of registered office, company name, appointment and resignation of company offices, allotment of shares, etc); 6 Filing resolutions (including special resolutions); 7 Filing the annual return; 8 Issuing share certificates; 9 [[E-]mailing reminders of when filing dates will become due; and] 10 [Reporting on current position of the Client's records held by the Agent]. Part 2: What the Agent will not undertake when providing the Company Secretarial Service The Agent shall not carry out the following: 1 Preparing or filing the company's accounts; 2 Paying of Charges (unless the Client provides cleared funds to enable the Agent to do so and the Agent has agreed to do so); 3 Attending meetings board of directors or the shareholder of the Client. 14

16 SCHEDULE 3 Required Information Part 1: Information concerning events, actions etc 1 Meetings of the shareholders; 2 Meetings of the board of directors (and any committees etc of the board of directors); 3 Changes in the composition of the membership of the company; 4 Changes in the composition of the board of directors (appointment of new directors, resignations); 5 Issue and cancellation of shares; 6 Granting and cancellation of mortgages of property; and 7 Changes in the details recorded concerning the shareholders and/or directors (eg change of address). date. Part 2: Documents 1 Board resolutions; 2 Shareholder resolutions (including special resolutions); 3 Minutes of the meetings of the board of directors and the shareholders; 4 Accounts; 5 Share transfers. Part 3: Deadline for the provision of information and documents The Client will provide the information and/or documents to the Agent according to the following deadlines: 1 For documents and/or information which need to be filed with a government or regulatory authority etc within a fixed number of days (Deadline) of a meeting, event or action etc taking placing, the client will supply the documents or information to the Agent no less than [3] working days before the expiry of the Deadline. 2 For documents or information which is required to be supplied at a fixed date (such as an annual return) then the Client will supply the documents and/or information no less the [number] days before the fixed 15

17 SCHEDULE 4 Registered Office Service Part 1: What the Agent will undertake in providing the Registered Office Service The Agent shall carry out the following: 1 Registering the office or location of the Agent as the registered office of the Client; 2 Complying with the requirements of the Corporations Act 2001 (Cth) in regard to the maintenance of a registered office; 3 Permitting inspection of the company registers of the Client (to the extent required by law); 4 Opening all communications sent to it which are addressed to the Client including: all official correspondence, notices of proceedings (or intended proceedings); and documentation which is specifically addressed to the Client's registered office. 5 Forwarding all communications coming within the category of points 4 and on to the Client, normally within [one] working day of it being received by the Agent to such address as the Client may specify. Part 2: What the agent will not undertake when providing the Registered Office Service The Agent shall not deal with any communications other than those specified in points 4 and of Part 1. 16

18 SCHEDULE 5 Company Formation Service Part 1: What the Agent will undertake in providing the Company Formation Service The Agent shall carry out the following: 1 Preparing documentation necessary to form a [proprietary limited company] based on the Company Formation Information; 2 Submitting applications for formation of a [proprietary limited company] to the Registrar of Companies; 3 Preparing statutory company registrars; 4 Making a company seal; 5 [Changing / Setting] the accounting reference date; 6 If required, adopting the elective regime; 7 Allotting shares and preparing share certificates; and 8 On registration of the formation of the new company, supplying to the Client all relevant documentation and information received from the Recipient and which the Agent has prepared. Where the Client wishes to obtain an Off-the-Shelf Company the above tasks should be read in the context of the Agent carrying them out so as to transfer ownership to the Client, changing the directors and change the name of the Off-the-Shelf Company (according to the Company Formation Information). Part 2: What the Agent will not undertake in providing the Company Formation Service The Agent shall not carry out the following: 1 Filing or applying for trade marks or domain names for the name (or similar name) of the company formed; 2 Applying for GST registration; 3 Opening or maintaining bank accounts for the company formed; 4 Providing company secretarial services, or providing the registered office for the company formed; and 5 Preparing or filing any documentation or information subsequent to the formation of the company including the new company's registers, annual return, accounts etc. 17

19 . SCHEDULE 6 [Order form for the ordering of particular Services] i This clause recognises that much consultancy work is now carried out through the use of subcontractors. For example, a small firm of management consultants contracted to reorganise a company's technical support function based in a number of countries will need to provide specialist tax advice pertaining to several countries. Such advice may only be available from a large firm of accountants. It is unlikely that the accountants will agree to a change of their terms and conditions to match those of the management consultant. This clause deals (in a very general way) with such situations. 18