Sales Agency Agreement

Sales Agency Agreement This template agreement has been prepared f use by Australian Gift & Homewares Association (AGHA) Members only. This template may only be used by AGHA Members with the express, written consent of AGHA. Prepared by Lynne Grant, Special Council, Hunt & Hunt Lawyers 3/1/2016

Page 1 Parties As set out in Items 1 and 2 of the Schedule Agreed terms 1. Definitions and Interpretation 1.1 Definitions In this agreement: Business Day means a day on which banks are open f general banking business in Sydney, Australia, but does not include Saturdays, Sundays public holidays. Change in Control means any act, event circumstance that results in causes any variation, amendment modification to the control of the Agent, where "control" has the meaning given in section 50AA(1) of the Cpations Act 2001 (Cth). Commencement Date means the date set out in Item 3 of the Schedule. Dispute means a dispute between the parties arising out of related to: this agreement the breach, termination, validity subject matter thereof; any related claim in restitution at law, in equity under any statute. Dispute Notice has the meaning set out in clause 11. Extension Period has the meaning set out in clause 3. GST means goods and services tax under A New Tax System (Goods & Services Tax) Act 1999 (Cth). Initial Term has the meaning set out in Item 8 of the Schedule. Insolvency Event means any one me of the following events: in the case of a body cpate: (1) it becomes an externally administered body cpate under the Cpations Act 2001 (Cth); (2) it assigns its property f the benefit of credits; (3) it is states that it is unable to pay its debts as and when they become due and payable; (4) a person holding a security interest in assets of the person enters into possession of takes control of any of those assets takes any steps to enter into possession of take control of any of those assets; (5) an event described in section 459C(2)-(f) of the Cpations Act 2001 (Cth); in the case of a person not being a body cpate: (1) the person is unable to pay the person s debts as and when they become due and payable; (2) the person authises a registered trustee solicit to call a meeting of the person's credits proposes enters into a deed of assignment deed of arrangement a composition with any of the person s credits; (3) a person holding a security interest in assets of the person enters into possession of takes control of any of those assets takes any steps to enter into possession of take control of any of those assets; (4) the person commits an act of bankruptcy. Intellectual Property means any statuty other proprietary rights in relation to registered and unregistered trademarks, patents, circuit layouts, software, designs, copyrights, know-how and all other intellectual property rights as defined in article 2 of the Convention Establishing the Wld Intellectual Property Organisation of July 1967. Notice has the meaning set out in clause 13.1. Order an der f the Products in the Territy sourced and accepted by the Agent on behalf of the Principal in accdance with this Personnel means, in relation to a party, that party's officers, employees, agents, contracts sub-contracts, but the Principal's Personnel does not include the Agent and vice versa. Products means the products set out in Item 5 of the Schedule. Sales KPI's means any key perfmance indicats regarding the Agent's perfmance of its obligations under this agreement as set out in the Schedule (as amended by agreement between the parties from time to time). Term means the Initial Term and any Extension Period entered into in accdance with clause 3. Territy has the meaning set out in Item 4 of the Schedule. Principal's IP means all Intellectual Property (including brand names and logos) owned by the Principal in connection with the Products. 1.2 Interpretation In this agreement: headings and clause numbers are f convenience only and do not fm part of the document affect its interpretation; the singular number includes the plural and vice versa, unless the context requires otherwise; a reference to "includes" "including" means "includes, without limitation" and "including, without limitation" respectively; a reference to the whole includes a part of the whole; a reference to a party includes that party's executs, administrats, trustees, successs and permitted assigns; (f) a reference to a person includes an individual, cpation, incpated association, unincpated association, partnership, joint venture government body; and (g) 2. Appointment (f) 3. Term a reference to any statute, dinance other law includes all regulations and other instruments under it and all consolidations, amendments, re-enactments replacements of it. The Principal appoints the Agent as sales agent in the Territy to: (1) promote and sell the Products to customers in accdance with this agreement; and (2) perfm all roles as set out in Item 6 of the Schedule, including to enter into contracts f the sale of the Products to customers on behalf of and as agent f the Principal in accdance with this The Agent's appointment as the Principal's sales agent in the Territy under clause is non-exclusive. Nothing in this agreement restricts the Principal's right to promote sell the Products directly to customers in the Territy itself. The Principal is not liable to the Agent if a third party who is not acting as the Principal's agent sells the Products to customers in the Territy. The Agent is authised to enter into contracts on behalf of the Principal using, and strictly in accdance with, the Principals terms and conditions and on any other requirements set out in Item 7 of the Schedule and not on any other basis. The Agent is a sales agent only and must not accept any payment on behalf of the Principal. This agreement commences on the Commencement Date and continues f the Initial Term, unless extended under clause 3 terminated earlier in accdance with its terms. Befe the expiry of the Initial Term ( any Extension Period as applicable), the Principal may (by written notice to the Agent) offer to extend the Term f a further period, called an Extension Period (Extension Offer). The Agent may accept this offer in writing, if at the expiry of the Initial Period ( any Extension Period as applicable), having received the Extension Offer, the Agent continues to perfm the role of Agent, the Agent will be deemed to have accepted the Extension Offer f the Extension Period. 4. Agent's obligations 4.1 Obligations The Agent must act as the Principal's sales agent in the Territy in accdance with clause 2 and agrees to (at its cost): use its best commercial endeavours to promote and develop the market f the Products in the Territy; clearly represent itself as a sales agent acting on behalf of the Principal in all activities, dealings, crespondence, advertising, marketing and communications of any kind

Page 2 relating directly indirectly to the promotion and sale of the Products; do everything which can reasonably be expected from a professional sales agent to maximise sales of the Products in the Territy; sell the Products and meet any Sales KPI's set by the Principal; and promote the Products by attendance at trade shows and conferences, provided that the Principal may attend a trade show conference either with the Agent by itself without the Agent and the Agent must comply with the Principal's directions in this regard. 4.2 No discounts The Agent must only promote and sell the Products at the prices nominated by the Principal from time to time and must not offer any discounts without the Principal's pri approval. 4.3 Orders The Agent must promptly provide all Orders to the Principal in the manner required by the Principal from time to time. The Agent must ensure all Orders are in the fmat and include the infmation required by the Principal from time to time. 4.4 Warranties The Agent warrants and represents to the Principal that: (f) (g) it will only sell the Products subject to and in accdance with the Principal's standard terms and conditions, at the prices nominated by the Principal and on any other terms as notified by the Principal from time to time; it will not make any representation warranty concerning the Products except in accdance with the Principal's standard terms and conditions with the Principal's pri approval; in carrying out its obligations under this agreement, it will comply with this agreement, all applicable laws, the requirements of any regulaty authities and any policies and procedures notified to the Agent from time to time; it will comply with any reasonable directions given by the Principal in connection with this agreement from time to time; in carrying out its obligations under this agreement, it will exercise due care, skill and judgment and at all times act in the best interests of the Principal; it will not do omit to do anything which may damage, bring into disrepute ridicule the name reputation of the Principal its Personnel; and it has full legal capacity and power to enter into and to perfm its obligations under this 4.5 Competing products During the Term, the Agent must not (whether directly indirectly through a third party) sell offer f sale any product which directly indirectly competes with the Products (whether in the Territy not) except with the Principal's pri approval. 4.6 Activity Repts From time to time the Agent must provide the Principal with repts regarding the Agent's sales and promotional activities (Activity Repts). The fmat and frequency of the Activity Repts will be determined by the Principal, acting reasonably. 5. Principal's assistance The Principal must (at its cost) provide the Agent with promotional material, Product infmation and other assistance which the Principal considers appropriate necessary to assist the Agent to promote and sell the Products under this 6. Commission and expenses 6.1 Commission payment The commission payable and the terms of payment by the Principal to the Agent under this agreement is set out in Item 10 of the Schedule. Any rebate payments that have been agreed and the terms of those rebate payments are also set out in Item 10 of the Schedule. 6.2 Expenses Unless the parties agree otherwise, the Agent is solely responsible f all costs and expenses of any kind (including costs in connection with promoting the Products and travel costs) which the Agent its Personnel may incur in connection with this 7. Intellectual Property The Agent acknowledges and agrees the Principal is the owner of the Principal IP. Subject to clause 7, the Principal grants the Agent a non-exclusive licence to use the Principal's IP during the Term solely f the purpose of promoting and selling the Products in accdance with this The Agent may only use the Principal's IP: (1) with the Principals' pri consent and in accdance with any directions given by the Principal from time to time; (2) in a manner that does not detract from the value of the Principal's IP; and (3) in a manner that is not misleading deceptive. 8. Termination 8.1 Termination by either party Either party may terminate this agreement immediately by notice to the other party if: the other party commits a breach of this agreement which cannot be remedied; the other party commits a breach of this agreement and fails to remedy the breach within 10 Business Days after receipt of a notice requiring it to do so; an Insolvency Event occurs in relation to the other party; the other party ceases to carry on its business. 8.2 Termination by the Principal The Principal may terminate this agreement immediately by notice to the Agent if the Agent is a body cpate and a Change in Control occurs in relation to the Agent. The Principal may terminate this agreement f convenience, upon the provision of 30 days' notice. 8.3 Consequences of termination expiry Termination expiry of this agreement does not affect the rights and obligations of the parties which accrued pri to the termination expiry. On termination expiry of this agreement f any reason, the Agent must (at its cost): (1) promptly provide the Principal with all Orders which the Agent has received from customers pri to the date of termination expiry; (2) refer to the Principal all sales, enquiries ders in connection with the Products received by the Agent after the date of termination expiry; (3) promptly return to the Principal ( permanently erase at the Principal's election) all of the Principal's IP and infmation materials regarding the Products which are in the Agent's possession control in any fmat (including all copies); and (4) immediately cease using the Principal's IP. 8.4 Payment of the Commission on termination expiry On termination expiry of this agreement f any reason, the Principal must promptly pay the Agent the Commission f any Orders entered into pri to the termination expiry date. 9. Indemnity The Agent indemnifies the Principal against (and must pay the Principal on demand f) any loss, liability, claim, demand, action, proceeding, damage, cost expense of any kind (whether actual, prospective contingent and whether under contract, common law, statute otherwise, including legal costs on an indemnity basis) arising directly indirectly from in connection with: a breach of this agreement by the Agent its Personnel; a negligent, unlawful, wilful reckless act omission of the Agent its Personnel; any misleading deceptive conduct by the Agent its Personnel. 10. Confidentiality 10.1 Obligation of confidentiality The terms and conditions of this agreement and all infmation, concepts and ideas exchanged between the parties in connection with preceding it are confidential and may not be: used, except f the purpose of exercising rights perfming obligations in accdance with this agreement; disclosed by a party to any third party, except:

Page 3 (1) to a party's Personnel advisers who need the infmation f the purposes of this agreement and who are bound by confidentiality obligations in similar terms to this clause 10.1; (2) with the pri consent of the other party; (3) where it is in becomes part of the public domain, was already known to a party was already in the possession of the party at the time of disclosure, other than through a breach of: (A) this agreement; (B) an obligation of confidence; (C) any relevant law; if required by law in connection with legal proceedings relating to this 10.2 Personnel Each party must ensure that their respective Personnel do not do omit to do anything which, if done by the party, would be a breach of this clause 10. 10.3 Return of confidential infmation On termination expiry of this agreement at the request of the other party, a party must return (, at the other party's election, destroy), all of the other party's confidential infmation (including any copies sted in any medium) which is in its possession control in the possession control of its Personnel. 11. Dispute resolution 12. GST A party claiming that a Dispute has arisen must promptly give the other party a notice setting out details regarding the Dispute (Dispute Notice). The parties must attempt to resolve all Disputes in accdance with this clause 11 befe starting any court proceedings, other than court proceedings f urgent interlocuty relief. The parties must attempt to resolve all Disputes by escalation through the following process: (1) within 5 Business Days of the Dispute Notice date, each party must nominate a representative and those representatives must meet to attempt to resolve the Dispute; and (2) if the Dispute remains unresolved 10 Business Days after the Dispute Notice date, the Chief Executive Officer ( equivalent) of each party must meet to attempt to resolve the Dispute. Any infmation documents disclosed by a party during any Dispute resolution process set out in this clause 11: (1) must be kept confidential; and (2) may only be used to attempt to resolve the Dispute. It is the intention of the parties that any consideration f a supply under this agreement be received by the supplier exclusive of GST. The recipient of a supply must pay the supplier an amount equal to the supplier's GST on the consideration at the same time as the consideration is paid. The supplier must issue a tax invoice befe the recipient is obliged to pay the GST. 13. Notices 13.1 Fm A notice other communication by a party connected with this agreement (Notice) must be in writing and given by on behalf of a party. 13.2 Delivery A Notice must be: delivered to the recipient's address registered office; posted (using the Australia Post priity service) to the recipient's address registered office by prepaid dinary post; faxed to the recipient's facsimile number; emailed to the recipient's email address, as set out in this agreement, notified from time to time. 13.3 Address f service and Service Details of the parties' addresses f service of Notices are 14. General (f) (g) (h) (i) (j) (k) (l) set out in Item 1 and Item 2 of the Schedule Service of a Notice is deemed to have occurred, if sent: (1) as a delivered letter at the time it is delivered; (2) as a posted letter (priity service) on the 4th Business Day after posting; (3) by facsimile on production of a rept by the sender's facsimile machine, confirming the successful transmission to the addressee's facsimile number of all pages comprising the Notice; (4) by email on the next Business Day, unless the sender receives a failure of delivery notification. If a Notice is served after 5.00 pm on a Business Day, it is deemed to have been served on the next Business Day. This agreement is not intended to create a partnership, joint venture employment relationship between the parties. The parties acknowledge and agree that the relationship between the Principal and the Agent under this agreement is that of principal and agent in accdance with the limitations and other terms and conditions in this This agreement is governed by the laws of the state set out in Item 11 of the Schedule. The parties submit to the jurisdiction of the courts of that state and of the Federal Court of Australia. Rights arising out of under this agreement may only be assigned by a party with the pri consent of the other party. A party may give withhold its approval consent under this agreement in its absolute discretion, unless otherwise stated. If a clause is void, illegal unenfceable, it may be severed without affecting the other provisions in this This agreement replaces all previous agreements about its subject matter and constitutes the entire agreement between the parties. A variation of this agreement must be in writing and signed by the parties. No right under this agreement is waived deemed to be waived, except by notice signed by the party waiving the right. A party does not waive its rights under this agreement by granting an extension fbearance to another party. Each party must pay its own costs and expenses arising from this agreement and any related documents, unless otherwise set out in this Each party must take all necessary further action to give full effect to this This agreement may be executed in any number of counterparts. The rights, powers and remedies provided in this agreement are in addition to those provided by law independently of this (m) The Agent must not engage a sub-agent subcontract the perfmance of any of its obligations under this agreement without the Principal's pri consent. The use of a sub-agent subcontract in accdance with this agreement does not relieve the Agent of any responsibility f the perfmance of its obligations under this (n) Clauses 1, 4.4, 7, 8.3, 8.4, 9, 10, 11, 12, 13 and this clause 14 survive the expiry termination of this agreement f any reason.

EXECUTION Use the below signature block if the Agent is a company Company Name: ACN OR ABN: in accdance with section 127 of the Cpations Act 2001: Signature:... Signature:... Name:... Name:... Direct Use the below signature block if the Agent is not a company Agent name: Direct/Secretary * * Delete as appropriate ABN: in the presence of: Signature:... Signature:... Name:... Witness Use the below signature block if the Principal is a company Company Name: ACN OR ABN: in accdance with section 127 of the Cpations Act 2001: Signature:... Signature:... Name:... Name:... Direct Use the below signature block if the Principal is not a company Agent name: Direct/Secretary * * Delete as appropriate ABN: in the presence of: Signature:... Signature:... Name:... Witness

Schedule Item Number / Clause reference 1 (Parties and clause 13.3) 2 (Parties and clause 13.3) 3 (clause 1.1 and 3) 4 (clause 1.1 and 2) Infmation required Name of Principal, ACN ABN, Address Name of Agent, ACN ABN, Address Commencement Date Territy Details 5 (clause 1.1) Products Agent's role, functions and obligations. Note: 6 (clause 2.1) the Agent's role is non-exclusive the Agent can enter into contracts on behalf of the Principal unless otherwise specified 7 (clause 2.3) 8 (clause 3) Limits on Agency set out requirements that Agent must comply with when acting on behalf of the Principal Initial Term (set out period of time the Agency will continue f eg. 1 year, 2 years, 5 years etc) 9 (clause 4.1) Sales KPI's (if applicable) 10 (clause 6) Commission payable to the Agent and payment terms. Include any arrangements regarding rebates. 11 (clause 14) Governing Law (nominate a State Territy of Australia)