Independent Contractor

Agreement

[Insert Contractor entity Name]

(‘Contractor’)

AND

Konnect Health Co Pty Ltd

(‘Company’)

[Insert Logo]

Page of Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
Table of Contents
Details......................................................................................................................... 4
Agreed Terms.............................................................................................................5
1 Definitions.....................................................................................................................5
2 Term..............................................................................................................................6
3 Contractors Obligations..............................................................................................7
4 Method of providing the Services..............................................................................9
5 Fee...............................................................................................................................11
6 Insurance....................................................................................................................12
7 Confidential information............................................................................................12
8 Intellectual Property Rights......................................................................................14
9 Relationship................................................................................................................15
10 Gratuities....................................................................................................................15
11 Authority.....................................................................................................................16
12 Resolution of Disputes..............................................................................................16
13 Termination of Agreement........................................................................................16
14 On and after Termination of Agreement..................................................................17
15 Restraint......................................................................................................................18
16 Option of Renewal......................................................................................................19
17 Workplace Health and Safety....................................................................................20
18 Drugs & Alcohol.........................................................................................................20
19 Smoke Free Environment..........................................................................................21
20 Warranties...................................................................................................................21
21 Indemnity....................................................................................................................22
22 Conflict of Interest.....................................................................................................22
23 Breach of Obligations and Indemnity......................................................................22
24 Advice.........................................................................................................................23
25 Severability.................................................................................................................23
26 Waiver.........................................................................................................................23
27 Notice..........................................................................................................................23
28 Governing Law...........................................................................................................23
29 Entire Agreement.......................................................................................................23
30 Alteration....................................................................................................................24
31 This Agreement is Confidential................................................................................24
32 Privacy........................................................................................................................24
Schedule 1 – Services.............................................................................................25
Schedule 2 – Fees....................................................................................................26
Schedule 3 – Key Person Deed..............................................................................27
Signing Page............................................................................................................ 33

Page of Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
INDEPENDENT CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
Details 3
Agreed Terms.............................................................................................................4
1 Definitions.....................................................................................................................4
2 Term..............................................................................................................................5
3 Contractor’s Obligations.............................................................................................6
4 Method of providing the Services..............................................................................7
5 Fees...............................................................................................................................9
6 Insurance....................................................................................................................11
7 Confidential information............................................................................................12
8 Intellectual Property Rights......................................................................................13
9 Relationship................................................................................................................13
10 Gratuities....................................................................................................................14
11 Authority.....................................................................................................................14
12 Resolution of Disputes..............................................................................................14
13 Termination of Agreement........................................................................................15
14 On and after Termination of Agreement..................................................................16
15 Restraint......................................................................................................................16
16 Option of Renewal......................................................................................................18
17 Workplace Health and Safety....................................................................................18
18 Drugs & Alcohol.........................................................................................................19
19 Smoke Free Environment..........................................................................................19
20 Warranties...................................................................................................................19
21 Indemnity....................................................................................................................20
22 Conflict of Interest.....................................................................................................21
23 Breach of Obligations................................................................................................21
24 Advice.........................................................................................................................21
25 Severability.................................................................................................................21
26 Waiver.........................................................................................................................21
27 Notice..........................................................................................................................21
28 Governing Law...........................................................................................................22
29 Entire Agreement.......................................................................................................22
30 Alteration....................................................................................................................22
31 Confidentiality............................................................................................................22
32 Privacy........................................................................................................................22
Schedule 1 – Services ............................................................................................23
Schedule 2 – Fees....................................................................................................24
Schedule 3 – Contractor Specific Obligations......................................................25
Signing Page............................................................................................................ 26

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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
INDEPENDENT CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
Details

Date ................................................................... 2025

Parties

Name [INSERT CONTRACTOR ENTITY NAME]

ABN [insert]

Short form name CONTRACTOR

Notice details [insert]

AND

Name KONNECT HEALTH CO PTY LTD

ABN 65 643 078 951

Short form name COMPANY

Notice details 9/311 David Low Way, Bli Bli QLD 4560

Background
[A.] The Company is a private muti focussed health services practice delivering for its clients
allied health services. The Company supports clients across a range of ages and
presentations.
[B.] The Company is a privately-owned, multi-disciplinary health and wellness centre that
integrates modern science with traditional healing practices. The Company’s facility
is home to a diverse team of highly skilled practitioners who provide a comprehensive
range of services, tailored to each person’s needs with a focus on providing holistic
health care for individuals of all ages.

A.[C.] The Company requires the Services to be provided.

[D.] The Contractor will supply the Key Person to provide the Services on behalf of the
Contractor and warrants that the Key Person has the qualifications, skills and
resources to provide the Services and conducts their own independent allied health
services business.

B.[E.] The Contractor has offered to provide the Services from 1 March 2024 to 30 June
2024, and the Company has accepted that offer.

[F.] The Contractor has agreed to provide the Services, through the Key Person, in
accordance with and subject to the terms of this Contractor Agreement
(‘Agreement’), including the Schedules to this Agreement.

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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
Agreed Terms

1 Definitions
1.1 In this Agreement:

Agreement means this document and all Schedules to this document.

Business Day means any day Monday to Saturday (inclusive).

Client means any person, firm, corporation or entity which was or is a client or
customer of the Company. The term client is also interchangeable with the term
‘patient’.

Company means Konnect Health Co Pty Ltd and all Related Bodies Corporate.

Confidential Information means all confidential information including but not limited
to:

a) Client information, including all files, records and notes in relation to a Client;

b) confidential financial information concerning the Company;

c) trade secrets of the Company;

d) confidential know-how of the Company;

e) information including financial, technical, business or otherwise;

f) information and/or documentation for or of marketing, planning, strategies,

projections, forecasts etc;

g) marketing data or information, electronic or hard copy;

h) fees and/or pricing information and data;

i) information regarding employees or contractors;

j) records, minutes, concepts, ideas, systems, designs, drawings, plans,

precedents, contracts, specifications, visual representations, methods,
processes and other intellectual property;

k) details of policies, contracts and arrangements with Clients and suppliers;

l) health and associated information of Clients; and

m) lists, contact details and personal information (including allied health

assessments, where relevant) of Clients, referral sources and suppliers of
the Company,

of which the Contractor and/or the Key Person becomes aware or generates (both
before and after the day this Agreement is signed) in the course of, or in connection
with, the engagement and the Services provided to the Company, but does not include

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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 information which is public knowledge (except where it becomes public knowledge as a
result of a breach of this Agreement by the Contractor or the Key Person and in that
event the Company will take whatever steps are necessary for the enforcement of its
legal rights and/or damage or loss it suffers by such breach).

Commencement Date means the date agreed with the Contractor for the
commencement of the provision of the Services and is [insert date].

Contractor means [insert entitycontractor full name] and may also be referred to
as ‘Consultant’ either in this Agreement and/or through the arrangements and
services the subject of this Agreement.

DirectorsDirector means [insert names].Lauren Emma Ashley.

Facilities Fee means the fee payable to the Company for the items listed in clause
5.1 provided to the Contractor when providing the Services under this Agreement.

Intellectual Property Rights means all intellectual property rights including without
limitation:

a) patents, copyright, rights in circuit layouts, registered designs, trademarks and

the right to have confidential information kept confidential; and

b) any application or right to apply for registration of any of those rights.

Key Person means the person named in the Deed in Schedule 4.

Person means a competent and qualified person or entity that is engaged or

employed by the Contractor to provide the Services under this Agreement.

Records means all records and information held and/or retained by the Company in
any way manner or form arising out of or in connection with any Client who has
consulted the Contractor including the Key Person and/or Persons.

Related Bodies Corporate has the meaning given to it in the Corporations Act (Cth)
as amended or replaced from time to time).

Services means the Services listed and described in Schedule 1.

Services Fee means the fee payable to the Contractor as set out in Schedule 2 of
this Agreement.

Termination Date means the date twelve (12) months after the Commencement
Date30 June 2024.

1.2 In this Agreement, unless the contrary intention appears:

a) terms defined in the A New Tax System (Goods and Services Tax) Act 1999
and the Competition and Consumer Act 2010 have the same meaning;

b) the singular includes the plural and vice versa;

c) a reference to a clause or schedule is a reference to a clause or schedule to

this Agreement and a reference to this Agreement includes any Schedules;

d) a reference to a document or agreement, including this Agreement, includes a

reference to that document or agreement as novated, altered or replaced from
time to time;

e) a reference to $ is a reference to Australian currency; and

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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 f) a reference to writing includes typewriting, printing, photocopying and any
other method of representing words, figures or symbols in a permanent visible
form.

2 Term
[2.1] This Agreement shall commence on the Commencement Date and shall, subject to
renewal, expire on the Termination Date and unless terminated earlier under this
Agreement.

2.1[2.2] The Contractor does not have any exclusive rights under this Agreement and the
Company has the right to appoint other Contractors to provide the same or similar
services.

3 Contractor’s Obligations
[3.1] The Contractor (through the Key Person) must provide the Company with the Services
listed and provided for in Schedule 1 in compliance with the general obligations
detailed in this clause 3 and the Contractor Specific Obligations detailed in
Schedule 3.

[3.2] The Contractor will performprovide the Services at the Company’s premises, unless
otherwise agreed between the parties. The Company will make consultancy rooms
and/or treatment areas available in the Company’s premises for the Contractor
(including through the Key Person or a Person as applicable) to use. (and for times to
be agreed upon).

[3.3] The Contractor must at all times maintain its incorporated status and no services will be
provided nor payments made to the Contractor where that status has lapsed.

[3.4] The Contractor must have a registered Australian Business Number (‘ABN’) at all times
and no services will be provided, nor payments made to the Contractor without the
Contractor holding a valid ABN.

[3.5] The Key PersonContractor has the necessary skill, competency, knowledge, experience
and qualifications required to provide the Services.

3.1[3.6] The Contractor must ensure that the Services are provided:

[a)] by the Key PersonContractor unless another personPerson is otherwise approved

in writing by the Company;

a)[b)] in accordance with the terms of this Agreement;

[c)] with due care and skill and to the best of the knowledge and expertise of the
Contractor and Key Person;

b)[d)] with all things reasonably incidental or necessary to give effect to the Services;

c)[e)] in a harmonious manner with other Contractors and employees to and of the
Company at the Company’s Premises;

[f)] by only competent and qualified employees, agents and subcontractors (Persons),
if anyone other than the Key PersonContractor is to provide the Services;

d)[g)] in accordance with the reasonable directions given by any person nominated by
the Company from time to time;

e)[h)] in compliance with all Public Health Orders or mandatory requirements of the
Company or the Client that apply to your engagement for the provision of the
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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 Services (this can include various vaccination requirements and/or wearing of
face masks and/or other applicable health requirements);

f)[i)] in a manner consistent with the best interests of the Company;

g)[j)] through the advised access to the online practice management system of the
Company;

h)[k)] in compliance with all reasonable guidelines, policies and procedures,

requirements and instructions provided by the Company concerning the
provision of the Services (and noting the standards outlined in Schedule 1,
and the Contractor Specific Obligations detailed in Schedule 3),
notwithstanding that it is the Contractor’s obligation to determine how the work
the subject of the Services is performed.

3.2[3.7] The Contractor must carry out its duties in a way that does not:

a) bring the Company or the Services it provides into disrepute or disfavour;

b) cause dissatisfaction with clients of the Company in relation to the Company’s

services; and/or

c) cause the Company to:

i) be answerable to any court, tribunal, industry authority or ombudsman;

and

ii) become liable for any penalty or damages or to suffer any form of
financial loss.

[3.8] Without limiting clauses 3.65 and 3.76 above, neither the Contractor nor the Key
Person (or any other Person engaged or appointed by the Contractor):

[a)] has any authority to act on behalf of the Company other than in providing the
Services under this Agreement. Accordingly, they do not have authority to
make decisions on behalf of the Company, unless they receive written
permission from athe Director (or the Director’s nominee) of the Company to
do so; and

[b)] are to be privy to financial information or other Confidential Information regarding

the Company that is produced for athe Director of the Company, without the
permission of the Director.

[3.9] The Contractor must comply, and must ensure that the Key Person and any other
Person complies, with all requirements prescribed by any law or instrument
applicable to the Contractor or that Person including, but not limited to:

d)[a)] industrial relations legislation;

e)[b)] industrial awards and other industrial instruments;

f)[c)] workplace health and safety legislation;

g)[d)] privacy legislation; and

h)[e)] bullying, discrimination and harassment (including sexual harassment)

legislation.

[3.10] The Contractor (though the Key Person) must advise the Company of any restrictions
placed on the Contractor and/or the Key Person by any regulatory body, and in

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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 addition any complaints made to or about the Contractor and/or Key Person including
to any regulatory body.

3.3[3.11] The Contractor must cease using a Person to provide the Services if requested to
do so by the Company (on reasonable grounds).

[3.12] The Contractor must not, and must ensure that the Key Person does not, advertise,
publish or release information to the public, media or any third party concerning the
operations of the Company without the prior written agreement of athe Director. (or a
nominee of the Director).

[3.13] The Contractor must immediately notify the DirectorsDirector of any potential,
threatened or actual inquiry, complaint, suit, hearing or investigation by any person or
governmental or other authority in respect of the Services provided by the Contractor
under this Agreement.

4 Method of providing the Services

4.1 The Company has set out in Schedule 1 its requirements for and of the Services to
be provided.

[4.2] The Contractor (through the Key Person) agrees and undertakes to attend and provide
at the Company premises clinical hours on a minimum of [insert] days per week, on a
[insert days, e.g., Monday, Tuesday and Wednesday]. If the Contractor informs the
Company that it would like to increase the clinical hours, the Company will endeavour
to provide additional clinical hours and make appropriate consultancy room(s)
available for the Contractor (for the Key Person).. This clause does not provide the
Contractor with any contractual entitlement to additional clinical hours at its request.
The Contractor also acknowledges that the Company can request changes to the
Contractor’s schedule and the Contractor will provide reasonable consideration to
such requests.

[4.3] The Contractor (through the Key Person) will provide the Services at the Company’s
Premises. The Company may require/request the Contractor (through the Key
Person) to provide the Services at other locations from time to time. Such locations
are in the discretion of the Company based on its business needs.

[4.4] Subject to clause 4.5 the Contractor will provide all the materials, resources and
equipment the Contractor (through the Key Person) considers necessary to provide
the Services. In particular, the Contractor may consider the following as necessary:
(and any additional items are to be discussed with the Company):

- a laptop computer for any non-treatment related entries the Contractor deems
necessary;

[a)] assessment materials/papers;

[b)] individualised business cards (which include the Company’s logo and details);
and

- a motor-vehicle (to enable the Contractor to attend the Company premises to

provide the Services and as may be agreed with the Company
assessments/sessions outside of the Company provided rooms and also to
attend events arranged by the Company).

[4.5] The Company will also allow the Contractor to use any existing materials and/or
resources and/or equipment it chooses to have available for the Contractor. Should
the Company make any materials and/or resources and/or equipment available to the
Contractor, the Company, at its option, may require a hiring and/or use and/or
administration fee to be paid for the hire and/or use of the Company’s resources
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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 and/or equipment and/or materials by the Contractor. Any such fee will be advised to
the Contractor prior to it being incurred by the Contractor. The Facility Fee
incorporates the provision by the Company of the facilities which are reasonably
required by the Contractor for the purposes of providing the Services, in line with the
current industry accepted practices for each discipline, and which the Company
agrees to provide.

4.2[4.6] In providing the Services, and any materials and equipment of the Contractor, the
Contractor must also obtain appropriate insurances as set out in this Agreement
and/or advised to the Contractor as being required by the Company.

[4.7] The Company requires the Contractor to rent space in the Company’s Premises for the
Contractor to operate from, including existing equipment the Company may choose to
have available for the Contractor within the Company’s Premises. The fee for renting
part of the Company’s Premises is included in the Facilities Fee in Schedule B to this
Agreement.The Contractor agrees that the Facilities Fee in Schedule 2 are for the
professional Services provided by the Contractor and in using the facility of the
Company.

4.3[4.8] The Company will provide administration assistance for the Contractor at the
Company’s Premises. This will be available to the Contractor between the hours of
[insert hours e.g. 9am – 5pm] Monday to Friday. These hours may increase or
decrease at the discretion of the Company. The fee for the provision of the
administration assistance is included in the Facilities Fee. The Company will not
provide this administration assistance outside of the hours advised to the Contractor,
and the Contractor will need to meet any expenses of administration outside these
hours – note also administration/reception staff will only be provided where two (2) or
more Service providers (contractors) are on premises; and in the event the Contractor
chooses to provide the Services whilst no other contractor is present then the
Contractor will be responsible for all client administration responsibilities including
invoicing clients and processing payments.

[4.9] The Contractor must ensure the Key Personthat she/he substantially performs the
Contractor’s obligations under this Agreement. The Company acknowledges the
Contractor may seek to have Persons engaged to provide part of the Services. The
Contractor acknowledges the Key Personthat he/she is the essential person providing
the obligations under the Agreement with the Company. The Contractor also
acknowledges that any Person(s) it seeks to use must be approved by the Company
and before use in the provision and performance of Services the subject of this
Agreement.

[4.10] The If a Person has been approved, the Contractor may only change the Key Person
with the prior written approval of the Company. The Company may withhold this
approval in its absolute discretion.

4.4[4.11] The Contractor acknowledges:

[a)] subject to Schedule 3, the Key PersonContractor may choose not to provide and
perform the Services for particular periods of time;

[b)] the Company requires that the Contractor (through the Key Person) is available
for the provision of Services for at least [48] weeks each year, unless
otherwise agreed;

[c)] any periods during which the Contractor chooses not to provide the Services are
not annual leave owed by the Company to the Contractor or Key Person;

[d)] the Company has no obligation to provide the Key Contractor (nor any Person)
with annual leave or any other form of paid leave; and

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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 [e)] where the KeyContractor (and in circumstances where no Person has been
approved) does not provide and perform the Services for a period of time, the
Contractor will not receive any Service Fees.

4.5[4.12] The Contractor will be free to pursue, subject to the other terms and conditions of
this Agreement, other sources of business income but must always act in the best
interests of the Company and achieve the provision of the Services as agreed
between the Company and the Contractor. Further, the Contractor acknowledges
that the reputation of the Company is paramount and will not do anything to bring the
reputation of the Company into disrepute by the performance of any other sources of
business income and in particular is aware of the Company’s client arrangements,
confidential information, and intellectual property.

[4.13] The Company may provide guidelines for its expectations of the Services to be
provided by the Contractor (including by the Key Person and/or any Persons) and
Schedule 1 may refer to part of those expectations.

5 Fees
5.1 The Company agrees to provide the Contractor with the following types of support for
a fee as detailed in Schedule 2 (‘Facilities Fee’):

[a)] the premises and facilities;

a)[b)] support staff for reception;

b) client referrals;

[c)] X hours of onboarding and administration training;

[d)] administration assistance;

[e)] support services; andequipment to conduct the appropriate service in line with
current industry accepted standards for the appropriate disciplines practice,
within reason. (specifics to be agreed upon by both parties);

[f)] cleaning. of premises;

c) laundry facilities for treatment specific items e.g. massage towels;

d) photocopying and printing of treatment related documents (not personal use);

e) computer and/or iPad for workstations with note taking software for client files
and/or records;

f) clinical consumables such as gloves, towels, massage oil, and tissues;

g) payment systems and associated fees involved e.g. merchant and HiCaps
fees;

h) marketing and advertising (specifics/terms to be agreed upon by both

parties/the parties are to consult as to what marketing the contractor will be
provided with and what they are required to contribute towards it);

i) business cards and practice stationary, such as educational brochures,

folders, and notepads; and

j) stock of products e.g. supplements, pillows etc.

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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 This is not an exhaustive list, and the Company may provide additional types of
support at its discretion. The Contractor notes and agrees that no clinic equipment or
consumables may be removed from site for private use.

[5.2] Each week the Company will provide to Invoicing: this clause addresses the
arrangements applicable to the issuing of Invoices. It is noted between the parties
that the Contractor is not, as at commencement of this Agreement, registered for
GST. This means that Recipient Created Tax Invoices (‘RCTI’) cannot be prepared
by the Company. If the Contractor becomes GST registered, then the provisions
outlined on RCTIs will become applicable.

(a) Each Monday, the Company will email the Contractor a printoutreport of all
income/fees generated by client billings for that period. The Contractor and
Company have agreed that the percentage entitlement of the Contractor is as
provided for in Schedule 2 (‘Services Fee’).paid invoices for the previous week
(Monday-Saturday). The balance of the percentage is Company will also e-mail
the Contractor a tax invoice for the Facilities Fee of the Company. based on the
percentages agreed in Schedule 2.

(b) The Contractor will agrees then to prepare and provide email, by midday of each
Tuesday, the Company a Tax Invoice to the Company for its professional
Services Fee.based on the agreed percentages in Schedule 2.

(c) It is further agreed the Contractor’s invoice and the Facility Fee invoice will be
reconciled by the Company and the net difference deposited to the Contractor’s
advised financial institution account (‘Payment’). Any dispute on the Contractor’s
Invoice and/or the reconciliation must be made in writing by the disputing party
and within 2 days of the Invoices being issued. The Company and the Contractor
will both exercise good faith towards resolution of any concerns and any
continued dispute will be subject to ruling by the Company accountant.

(d) In the event the Contractor becomes GST registered, the Contractor has agreed
with the Company that the Company will also prepare a Recipient Created Tax
Invoice (RCTI) on behalf of the Contractor based on the agreed percentages
provided in Schedule 2. It is also agreed this RCTI will then be emailed to the
Contractor as a record. It is further agreed the RCTI invoice and the Facility Fee
invoice will be reconciled and the net difference deposited to the Contractor’s
advised financial institution account (‘Payment’). Any dispute on the RCTI and/or
the reconciliation must be made in writing by the Contractor to the Company and
within 7 days of the Invoices being issued and payment made to the Contractor.
The Company and the Contractor will both exercise good faith towards resolution
of any concerns and any continued dispute will be subject to ruling by the
Company accountant.

5.2 To be entitled to Payment the Contractor must:

(a) comply with this Agreement; and

(b) where it remains non-GST registered issue the company a separate Tax Invoice
for its professional services; and

(c) ensure that all such Tax Invoices are in a form approved by the Company.

5.3 Subject to clauses 5.2 and 5.3, the Services FeePayment will be paidmade to the
Contractor as a gross amount within 7 days of the Invoices being issued and the
Company receiving the Tax Invoice ofundertaking the Contractorreconciliation as
provided for in clause 5.2.

[5.3] IfAs GST is applicable in respect of the Facilities Fee, the Contractor will pay the
Company an additional amount equal to the GST paid or payable by the Company
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KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 upon receipt of a valid tax invoice stating the amount of GST paid or payable by the
Company on that payment as calculated in accordance with the applicable GST law.

If GST is applicable in respect of the Services Fee, the Company will pay an amount
equal to the GST payable by the Contractor, in addition to the Fees on receipt of a
valid tax invoice stating the amount of GST payable by the Contractor on that
payment as calculated in accordance with the applicable GST law.

5.4 The Contractor will not be entitled to any payments in respect of any
period/arrangement in which the Contractor is required to provide the Services, but
the Contractor does not do so.

[5.5] The Contractor will be liable for all taxes and charges on amounts paid to the Contractor
under this Agreement (including GST)..

[5.6] Although not the intention of this Agreement, in the event that the KeyContractor (or any
Person) is regarded as an employee of the Company at law, the Contractor will
indemnify the Company and keep the Company indemnified against any loss or
expense incurred by the Company resulting from any liability of the Company for
taxes, penalties, interest or other amounts or charges whatsoever levied upon the
Company directly or indirectly as a result of the KeyContractor (or any Person) being
deemed an employee of the Company at law.

5.5[5.7] The Contractor will provide the Services at its own cost, including travel costs, and
unless otherwise agreed with the Company, will not be entitled to be reimbursed for
any out-of-pocket expenses incurred by the Contractor in connection with the
provision of the Services.

[5.8] Where it is considered by the Company that the Services provided have not reached, or
been at, the standard required by the Company, then the Contractor and Key Person
will take such steps as required by the Company to rectify any concerns of the
Company and such steps and rectification will be undertaken at the Contractor’s own
expense. In the event the Company pays the relevant expenses (including
reimbursement of amounts paid by a client), the Contractor indemnifies the Company
in relation to the expenses and will reimburse the Company for them within 14 days of
being notified of the expense (and if not reimbursed then deducted from the next
Invoice of the Contractor).

[5.9] The Company may withhold any part of the payment for Services not performed in
accordance with this Agreement, or where the Contractor has incorrectly or
unsatisfactorily performed the Services, for example but not limited to, remedial action
which results in the Company suffering a loss or incurring an expense and the
Contractor has not complied with clause 5.14.11.

5.6 The Contractor specifically notes and agrees that no discounting of fees payable by
clients/patients will occur without the consent of the Company.

5.7 Superannuation:

a) The Contractor does not, for the purposes of this Agreement and the
arrangement for the provision of Services, come within the definition of
‘worker’ in the Superannuation Guarantee (Administration) Act 1992, and
accordingly, the Company is not obliged to make any superannuation
contributions on behalf of the Contractor.

b) Further the Company and the Contractor define the arrangement between
them (in the event the question of ‘labour only’ arises) as not one of labour
only as the Contractor provides:

i) a mobile telephone;
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CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 ii) a laptop computer;

iii) a suitable motor vehicle;

iv) any specialised equipment used by the Contractor; and

the provisions of clauses 5.10 and 5.11 are agreed and apply under this
Agreement.

6 Insurance
6.1 The Contractor must take out and maintain at its cost for the duration of this
Agreement:

[a)] all necessary statutory workers’ compensation insurance for any employees,
including its Key Person and/or Persons (and otherwise comply with all
statutory workers’ compensation requirements);

[b)] all necessary personal insurances covering injury and illnesses for the Key
PersonContractor and/or Persons where the Contractor is unable to obtain
statutory workers’ compensation insurance;

[c)] as appropriate to the Contractor (and the Key Person),, a current Sickness and
Health Insurance Policy;

[d)] a professional indemnity insurance policy with a policy limit of at least

$2010,000,000 that names the Company as co-insured but only in respect of
any liability of the Company arising out of the provision by the Contractor of
the Services;

[e)] all necessary public and products liability insurance cover to the sum of
$2010,000,000 that names the Company as co-insured but only in respect of
any liability of the Company arising out of the provision by the Contractor of
the Services;

a)[f)] any other insurance policy reasonably required by the Company from time to
time.

6.2 The Contractor acknowledges clauses 20 and 21 of this Agreement in respect of the
warranties and indemnities provided and agreed.

[6.3] The Contractor acknowledges and understands that without appropriate insurance the
Contractor (or the Key Person) will not be able to arrange access to income
protection for injuries/illnesses, nor have coverage of payments associated with
treatment for injuries/illnesses.

6.3[6.4] The Contractor must upon commencement of this Agreement and within 14 days of
each anniversary of the commencement of the Agreement, and otherwise on request
by the Company, provide to the Company evidence of the insurance cover obtained
by the Contractor in accordance with clause 6.1.

6.4[6.5] The Contractor must notify the Company immediately in writing of any cancellation or
non-renewal of the insurance policies referred to in clause 6.1.

[6.6] The Contractor must immediately notify the Company of any circumstance, event or
incident that could foreseeably result in a claim (under any policy referred to in
clause 6.1) against the Contractor, the Keya Person(s) or the Company.

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CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
7 Confidential information
7.1 At all times Confidential Information remains the property of the Company.

7.2 The Contractor must:

a) only use Confidential Information for the purposes of this Agreement;

b) keep confidential all Confidential Information except for disclosure permitted

under clause 7.3 and to the extent (if any) the Contractor is required by law to
disclose any Confidential Information; and

c) take whatever measures are reasonably necessary to preserve such

confidentiality, including but not limited to:

i) complying with all security measures, electronic or otherwise,

established to safeguard Confidential Information from access or
unauthorised use;

[ii)] keeping Confidential Information under its and the Key

Person’sContractor’s control;

ii)[iii)] immediately notifying the Company if the Contractor suspects or is

aware that Confidential Information has been used, copied or
disclosed without authorization.

[7.3] The Contractor may, subject to clause 7.4, disclose Confidential Information to persons,
including the Key Person, who have a need to know for the purposes of this
Agreement (and only to the extent that each has a need to know). Prior to such
disclosure, the Contractor must direct that person/s that the information is
Confidential Information and must be kept confidential (‘Direction’).

7.3[7.4] If the Contractor is required by law to disclose any Confidential Information to a third
person (including, but not limited to, government) the Contractor must, before doing
so:

a) notify the Company and give the Company a reasonable opportunity to take
any steps that it considers necessary to protect the confidentiality of that
information;

b) notify the third person that the information is Confidential Information of the
Company.

[7.5] The Contractor must ensure, so far as it is reasonably able to do so, that each person to
whom it discloses Confidential Information under clause 7.3 complies with its
Direction and that the Key Person complies with the terms of the Key Person Deed..
The Contractor is to notify the Company of, and take all steps to prevent or stop, a
suspected or actual breach of a Direction or of the Key Person Deed.

[7.6] The Contractor must ensure that the Key Person signs the Key Person Deed at
Schedule 4, and that a copy of the duly signed Key Person Deed is provided to the
Company.

[7.7] The Contractor acknowledges that whilst providing the Services pursuant to this
Agreement, it and the Key Person havehas access to high level Confidential
Information relating to the Company’s business, its Clients, referrers and suppliers.

7.4[7.8] The Contractor must not at any time access information (in hard or soft copy) that is
restricted unless they have authorisation in writing from the Company to access it.

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7.5[7.9] These obligations of confidentiality do not extend to information that:

a) is or becomes part of the public domain other than by a breach of

confidentiality by the Contractor, or of which the Contractor is aware; or

b) the Contractor is required by law to disclose.

[7.10] The Contractor must provide all assistance reasonably requested by the Company in
relation to any proceedings the Company may take against any person for
unauthorised use, copying or disclosure of Confidential Information. The Contractor
must ensure that the Key Person also provides this assistance.

[7.11] All Confidential Information that the Contractor has in theits possession of the
Keypossession of any Person or other person/s is to be delivered to the Company
immediately upon cessation of this Agreement and no copies (hard copy or electronic
copy) are to be retained by the Contractor, Keya Person or other persons after this
time.

7.6[7.12] If the Company is reasonably satisfied that the Contractor has breached this clause
7, this Contractor Agreement may be terminated without prior notice under clause 13.

8 Intellectual Property Rights

8.1 The Contractor:

[a)] assigns, and will ensure the Key Person assigns to the Company ownership of all
future Intellectual Property Rights in any Intellectual Property created by the
Contractor or Keyany Person (whether alone or with a third party) in the
course of, or in connection with, providing the Services during the term of this
Agreement; and

a)[b)] acknowledges that by virtue of this clause all such existing rights are vested in
the Company, and, on their creation, all such future rights will vest in the
Company.

8.2 The Intellectual Property is owned by the Company as and when it is created or
produced.

[8.3] The Contractor must immediately disclose any Intellectual Property created by the
Contractor/Key or any Person when providing the Services under this Agreement and
the Intellectual Property Rights in it belong to the Company.

[8.4] The Contractor must do, and will ensure that the Keyany Person does, all things
reasonably requested by the Company to enable the Company to secure the rights
assigned under this clause 8, including but not limited to executing any documents or
taking any action necessary to enable the Company or its nominees to apply for a
patent, registered design or other protection.

8.3[8.5] The Contractor consents to any act or omissions of the Company which would
otherwise infringe any moral right held by the Contractor in the Intellectual Property,
whether currently existing or coming into existence in the future, and including any
right to be identified as the author of any Intellectual Property, and any right in relation
to any alteration of treatment of, or change to, any other dealings whatsoever with
any Intellectual Property.

[8.6] If the Company is unable for any reason, after reasonable effort, to secure the signature
of the Keyany Person or the necessary director(s) of the Contractor on any
documents needed in connection with the actions specified in this clause 8, by
signing this Agreement the Contractor irrevocably appoints, and will ensure the
Keyany Person appoints, the Company and its duly authorised officers and agents as
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CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 the Contractor’s or Key Person’s agent and attorney to act for and on behalf of the
Contractor or Key Person, as applicable, to execute, verify and file any such
documents and to do all other lawfully permitted acts to further the purposes of this
clause 8 with the same legal effect as if executed by the Contractor or Key Person,
as applicable.

9 Relationship
9.1 The Contractor acknowledges that:

a) it provides the Services to the Company as an independent contractor;

[b)] the Company has not made any representation to the Contractor or Key Person
that theyit must be engaged as an independent contractor;

[c)] nothing in this Agreement constitutes a relationship of employer and employee,

principal and agent or partnership between the Company and/or any Related
Body Corporate and the Contractor or any of the Contractor’s employees,
agents or subcontractors including the Keyany Person and Persons;

[d)] it will not, and will ensure that its employees, agents and contractors (including
the Key Person) do not, in any way whatsoever during the term of this
Agreement be involved in, or promote the services of any business that is
in any way whatsoever in competition with the Company.

[9.2] The Contractor will be solely responsible for allany payments in relation to
superannuation, payroll tax, group tax deduction and other taxes and levies and all
other payments imposed on an employer in respect of employees/workers under the
laws of Australia arising out of this Agreement or the provision of the Services.

[9.3] Neither the Contractor nor any employees, agents or subcontractors of the Contractor
including the Key Person will be entitled to the payment by the Company of salary,
annual leave, personal leave, compassionate leave, severance pay, long service
leave, superannuation or any other entitlement which an employee has in respect of
his or her employment.

10 Gratuities
[10.1] The Contractor or Keyany Person cannot receive any secret commission, third party
payment or incentive in relation to the Services provided to the Company including,
but not limited to gratuities, incentives, commissions or benefits of any type without
the prior written consent of the Company.

10.1[10.2] All transactions, tenders and contracts must be granted on an ‘arm’s length’
competitive basis with due process to be observed.

[10.3] If the Company is reasonably satisfied that the Contractor or Keya Person has
received a secret commission, third party payment, gratuity, commission or other
benefit, this Agreement may be terminated without prior notice.

11 Authority
[11.1] Subject to clause 3.8, the Contractor and Key Person will have such authority as is
delegated to themthe Contractor from time to time by the Company, having regard to
the Services to be provided by the Contractor pursuant to this Agreement.

11.1[11.2] The Contractor must not act or purport to act as an agent of, or with authority to
bind, the Company to any agreement or otherwise hold itself as being authorised to
deal as an agent of the Company, except as authorised by this Agreement or the

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CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 Company in writing.

12 Resolution of Disputes
12.1 A party must not start arbitration or court proceedings (except proceedings seeking
interlocutory relief) about a dispute arising out of this Agreement (‘Dispute’) unless it
has complied with this clause.

12.2 A party claiming that a Dispute has arisen must notify the other party giving details of
the Dispute.

12.3 During the twenty (20) day period after the notice is given (or any longer period
agreed in writing by the parties) each party must use its best efforts to resolve the
Dispute.

12.4 If the parties are unable to resolve the Dispute within the twenty (20) day period, each
party agrees that the Dispute must be referred for mediation, at the request of either
party, to:

a) a mediator agreed on by the parties; or

b) a mediator nominated by the then President of the Queensland Law Society

or the President’s nominee.

12.5 Any information or documents disclosed by a party under this clause:

a) must be kept confidential; and

b) may not be used except to attempt to resolve the Dispute.

12.6 Each party must bear its own costs of complying with this clause and the parties must
bear equally the costs of any mediator engaged.

13 Termination of Agreement
13.1 The Company may terminate this Agreement at any time with immediate effect and
no notice period by giving written notice to the Contractor if:

[a)] the Contractor or Keyany Person breaches any (or part of any) of clauses 3, 4, 6,
7, 8, 9, 10 or 11 of this Agreement;

[b)] the Contractor or Keyany Person materially breaches any other clause of this
Agreement and such breach is not remedied within 14 days of the Contractor
being notified in writing of the breach;

[c)] the Contractor or Key Person repudiates the Agreement;

[d)] the Contractor becomes insolvent;

[e)] the Key Person becomesor is declared bankrupt;

[f)] the Contractor or Key Person is for any reason unable to be substantially involved
in providing the Services;

[g)] the Key PersonContractor fails to hold the necessary qualifications, registrations
or memberships necessary to provide the Services;

[h)] the Contractor or Key Person engages in serious misconduct;

[i)] the Contractor or Keyany Person does any act or omission that causes actual or
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 potential damage or loss to the Company, the Company’s property,
employees, clients or other persons associated with the Company; and/or.

[j)] the Key Person materially breaches any provision of the Key Person Deed or
repudiates the Key Person Deed.

[13.2] If clause 13.1 does not apply then this Agreement may be terminated by the Company
or the Contractor at any time by giving the other party [14 days’] written notice, or, in
its absolute discretion, by the Company with immediate effect by making a payment
equivalent to [14 days’] notice to the Contractor based on the average weekly
payments which were received by the Contractor as Services Fees (after
reconciliation with the Facilities Fees) in the 12 weeks prior to termination.

13.2[13.3] If the Company terminates this Agreement in accordance with clause 13.1, the
Contractor will only be entitled to be paid in accordance with clause 5 up to the date
of termination.

14 On and after Termination of Agreement

14.1 On and after termination of this Agreement:

[a)] the Contractor and the Key Person must immediately cease providing the
Services;

a)[b)] the Company must pay the Contractor any amount due and payable under this
Agreement;

[c)] the Contractor must return, and ensure that the Key Person returns, all property,
including Confidential Information, records, files, notebooks, correspondence
and papers or documents (in machine readable form or otherwise), keys, or
other property of the Company in the possession of the Contractor or any
employee, agent or subcontractor of the Contractor (including the Key Person)
which belongs to the Company or any Related Body Corporate of the
Company or which relates to the business of the Company or any Related
Body Corporate of the Company;

b)[d)] the Contractor must remove all marketing and images relating to and
associated with the Services and/or the Company and/or clients of the
Company from all the Contractor’s social media platforms and must do so
within 24 hours of the final day of services provision;

c) the Contractor must ensure (through the Key Person) that:

i) all client files must have all appropriate paperwork and conclusion
checklists completed; and

ii) a full clinical handover has been completed for all clients,

as part of the duty of care to the client, and in compliance with all
requirements from third parties such as Medicare and WorkCover;

[e)] the Contractor or Key Person must not record any Confidential Information in any
form;

d)[f)] the operation of clauses 6, 7, 8, and 15 continues; and

[g)] the Company may offset any amounts the Contractor or Key Person owes the
Company against any amounts the Company owes the Contractor from time
to time except for amounts the Company is not entitled by law to off setoffset.

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15 Restraint
15.1 In recognition of the legitimate business interests of the Company, the Contractor will
not, during the term of this Agreement and for duration of the Restraint Period after
the termination of this Agreement, without the prior written consent of the Company:

(a) provide any private [insert practice area, i.e. psychology / dietetics etc]
services to any person, in or from the Restraint Area, either privately or
through another business or entity;

(b) solicit, canvass, approach any person or entity who was at any time during the
last 12 months of the Agreement a Client of the Company with a view to
diverting the custom of that person or entity away from the Company;

(c) solicit, canvass, approach any person or entity who was at any time during the
last 12 months of the Agreement a referrer (including GPs or other health
practitioners including allied health practitioners) to the Company with a view
to diverting the referrals of that person or entity away from the Company;

(d) interfere with the relationship between the Company and its Clients,
employees, referrers, or suppliers;

(e) induce or assist in the inducement of any employee or contractor of the

Company to leave their employment or end their contract of service with the
Company; or

a) counsel, procure or assist any person to do any of the acts referred to in this
clause.

15.2 In this clause:

(a) ‘engage in’ means to participate, assist or otherwise be directly or indirectly

involved as a member, shareholder, unitholder, director, contractor, adviser,
Contractor, principal, agent, manager, employee, beneficiary, partner,
associate, trustee or financier;

(b) ‘Restraint Period’ means a period of 1 year from the date of the termination
of this Agreement; and

(b) ‘Restraint Area’ means the geographical region within a 25-kilometre radius
of the Company’s Premises or other premises at which the Contractor
provided services to the Company. and with the references to ‘in or from’ at
clause 15.1 applicable).

15.3 The Company may require the Contractor to provide evidence confirming to its
satisfaction that the Contractor is not in breach of clause 15.1.

15.4 The Contractor acknowledges that:

(a) each restriction in this clause is in the circumstances reasonable and

necessary to protect the Company’s legitimate business interests and
necessary to protect the goodwill of the Company;

(b) confers a benefit on the Company that is not more than that which is
reasonably and necessarily required by the Company for the maintenance
and protection of the goodwill of the business; and

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 (c) if any person for any reason alleges that any restriction in this clause is
unenforceable at law or in equity, the rules of construction specified below will
apply.

15.5 The parties agree that if:

(a) a Court of competent jurisdiction finds that any of the provisions of this clause
is not enforceable at law or in equity (‘Unenforceable Provision’); and

(b) the Unenforceable Provision would be enforceable if any deletion were made
to any part of this Agreement; then

(c) the Unenforceable Provision must be made enforceable by making those

deletions.

15.6 Subject to clause 15.5, the parties agree that if a court of competent jurisdiction finds
that the Restraint Period referred to in clause 15.2(b) is excessive then the period will
be read as:

(a) 9 months;

(b) 6 months;

(c) 3 months,

whichever the court considers reasonable in the circumstances.

15.7 Subject to clause 15.5, the parties agree that if a court of competent jurisdiction finds
that the geographical area referred to in clause 15.2(c) is excessive then the area will
be read as:

(d) within a 20 km radius of the Company’s Premises or other premises at which

the Contractor provided services to the Company;

(e) within a 15 km radius of the Company’s Premises or other premises at which

the Contractor provided services to the Company;

(f) within a 10 km radius of the Company’s Premises or other premises at which

the Contractor provided services to the Company;

(g) within a 5 km radius of the Company's Premises or other premises at which

the Contractor provided services to the Company,

whichever the court considers reasonable in the circumstances.

15.8 The Contractor acknowledges that in order to enforce the restraint in clause 15.1 that
the Company will be entitled to obtain an injunction against the Contractor and/or
damages for the breach of this provision.

15.9 Client ‘ownership’: Unless there is a prior written agreement at the time of
termination, the Company will ‘own’ the clients seen by the Contractor. Upon
termination of the Services the Company will provide all clients who require continued
treatment with a replacement allied health services provider/contractor, unless
otherwise agreed with the Contractor. Client files will also remain with the Company
for safe keeping.

16 Option of Renewal
[16.1] The Given the Termination Date the Company maywill not offer to extend the term of

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 thethis Agreement for a further term of [twelve (12) months] commencing immediately
after the Termination Date.

The Company must give notice to the Contractor not less than four (4) weeks before the
Termination Date as to whether the Company intends to extend the Agreement in
accordance with clause 16.1. The Contractor must provide notice within fourteen (14) days
of the receipt of this notice of an acceptance or non-acceptance of the extension. If the
Company does not advise of an offer to extend or the Contractor advises of a non-
acceptance of an offer of renewal, then the Agreement will be at an end at the conclusion of
the applicable [twelve (12) month] period (the Termination Date).
[16.2] The Company may make an offer to extend on new terms to be provided for in a
substitute Schedule 1 and the parties may negotiate new terms on a substitute
Schedule 2.

[16.3] If the Agreement is extended in accordance with clause 16.1 then the date [twelve
(12) months] from the Termination Date becomes the new Termination Date and this
Option of Renewal clause operates subsequently accordingly.

17 Workplace Health and Safety

17.1 The Contractor must provide the Services in a safe manner consistent with the
obligations contained in all applicable workplace health and safety legislation,
discrimination legislation and any other State and Federal legislation relating to
workplace health and safety matters.
[17.2] The Contractor acknowledges and agrees that workplace health and safety is of
paramount importance to the Contractor, the Key Person, the Company’s employees
and other workers including contractors, the Company and its business.
[17.3] The Contractor, and the Key Person, agree agrees to do all things necessary to
ensure the health and safety of the Contractor and others whilst at work. This will
include, but not be limited to:
a) completing workplace health and safety training reasonably required by the
Company including online training modules (and providing evidence of
completion to the Company);

b) taking reasonable care to protect the health and safety of the Contractor and
others at work;

c) complying with all instructions relating to workplace health and safety; and

d) not wilfully or deliberately damage any safety equipment.

[17.4] On the Contractor, including the Key Person, noticing of or becoming aware of any
safety hazard (or potential safety hazard) the Contractor must:
e)[a)] report the hazard immediately to the Company.

f)[b)] if possible and safe to do so, remove the hazard in a safe manner;

g)[c)] if removing the hazard is not possible, alert nearby workers (be they employed
or engaged by the Company or not) of that hazard and stop work immediately
until the hazard is either removed or the risk of injury is minimised to an
acceptable manner or level (a risk assessment must be completed).

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18 Drugs & Alcohol
[18.1] The Contractor must not, and must ensure that the Keyany Person does not, report to
any place the Services are being provided at or through whilst under the influence of
alcohol or drugs. Further, the Contractor must not, and must ensure the Keyany
Person does not, bring alcohol or non-prescription drugs to any place the Services
are being provided at or through. The possession, distribution or use of non-
prescription and/or illegal drugs by the Contractor and/or the Keyany Person may
result in the termination of this Agreement pursuant to clause 13.1.

[18.2] The Company reserves its right to require the KeyContractor (or any Person) to
undergo a drug and/or alcohol test where they are involved in a workplace health and
safety incident, or where they are reasonably suspected of being under the influence
of drugs and/or alcohol whilst at any place the Services are being provided at or
through.

[18.3] The Company reserves the right to implement a formal program of random drug and/or
alcohol testing at its absolute discretion. Where such a program is implemented by
the Company, the Contractor, and all other personnel (including the Key Person) who
attend any place the Services are being provided at or through including the
Company’s workplace, may be required undergo random drug and alcohol testing
whilst at such place.

[18.4] The Company has a zero-tolerance policy in relation to employees and contractors
(including the Keyany Person) being under the influence of drugs and/or alcohol
whilst at any place the Services are being provided at or through, or whilst attending
the Company’s work premises.

19 Smoke Free Environment

19.1 The Company operates a strictly smoke and vape free workplace in accordance with
legislation. Persons attending any place the Services are being provided at or
through are not permitted to smoke inside any enclosed areas. Smoking/vaping may
only take place in a designated smoking area.

20 Warranties
20.1 The Contractor warrants that:

a) the Services will be provided in accordance with this Agreement;

[b)] the Key PersonContractor has the qualifications and experience set out in
documentation provided to the DirectorsDirector before the Contractor
commences (through the Key Person) to provide the Services under this
Agreement;

[c)] the Contractor is running a business on its own behalf and neither the Contractor,
nor the Keyany Person, are an employee of the Company or the Business;

b)[d)] the use by the Company of any products or materials provided by the
Contractor in connection with the Services will not breach third party
intellectual property rights;

[e)] the Contractor and/or the Keyany Person will not during the term of this
Agreement, use any Confidential Information or Intellectual Property from a
former employer or principal contractor to the benefit of the Company or the
Contractor personally;

[f)] the Contractor and/or the Key Person is not a party to any agreement, written or
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 oral, that conflicts with this Agreement;

c)[g)] the Contractor has taken out insurance(s) in accordance with this Agreement;

d)[h)] the Contractor is authorised to enter into this Agreement; and

[i)] in providing the Services, the Contractor nor the Key Person will not be in breach
of any obligation owed to, or any right belonging to, any person including but
not limited to a former employer or principal contractor.

20.2 The Contractor acknowledges that the Company is relying upon these warranties
when entering into this Agreement.

21 Indemnity
21.1 By signing this Agreement, the Contractor agrees to indemnify the Company against
all claims, demands, liabilities, suits, costs and expenses whatsoever and however
arising out of the performance of this Agreement that the Company or any Related
Body Corporate may sustain or incur as a result, whether directly or indirectly, of:

a) any breach of this Agreement by the Contractor;

[b)] any breach of any relevant law by the Contractor or the Key Person or any
Person;

[c)] the Contractor’s performance of, or failure to perform, its obligations under this
Agreement;

b)[d)] any breach of any relevant law by the Contractor or any Person;

c) loss of, theft or damage to any property (real or third-party personal property)
caused by the Contractor (or any person acting on the Contractor’s behalf);

[e)] breach by the Contractor of any representation, warranty or agreement contained

in or in connection with this Agreement, whether express or implied;

[f)] any act or omission of the Contractor or any of the Contractor’s employees,
agents or subcontractors, including the Key Person, and in particular any
breach of any provision of the Key Person Deed by the Key Person (other
than an act done or omitted at the Company’s direction);;

d)[g)] loss of, theft or damage to any property (real or third-party personal property)
caused by the Contractor (or any person acting on the Contractor’s behalf);

e) the Company or any Related Body Corporate being found to be liable for any
payment to the Contractor or any employees, agents or subcontractors of the
Contractor (if relevant) in respect of remuneration, or to any person/entity for
any tax, levy or charge in respect of the Contractor or such employee, agent
or subcontractor, including the Key Person;

[h)] any claim, entitlement or demand against the Company or any Related Entity or
Related Body Corporate of the Company by any employees, agents or
subcontractors of the Contractor, including the Key Person;;

f)[i)] any claim or demand against the Company or any Related Entity or Related
Body Corporate of the Company in relation to any insurance of the kind
referred to in clause 6; and

[j)] the Contractor’s employment or engagement of the Keyany Person or the

termination of that employment or engagement.
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22 Conflict of Interest
[22.1] The Contractor will not allow a situation to arise which places the Contractor or the Key
Person in a situation of conflict of interest or duty or potential conflict of interest or
duty.

[22.2] If a situation arises whereby the Contractor or Key Person believes they have, or have
the potential to have, a conflict of interest or duty, the Contractor will immediately
advise athe Director of the situation and will take all reasonable steps to avoid the
conflict or potential conflict, and will follow reasonable directions of the Director in that
regard.

23 Breach of Obligations
23.1 If the Contractor breaches the obligations under clauses 7 and/or 8 the Contractor
acknowledges that damages may not be an adequate remedy for the breach and the
Company may seek, but is not limited to seeking, an injunction to prevent disclosure
of the Confidential Information and use of Intellectual Property; and an order for the
Contractor to assign Intellectual Property Rights to the Company.

24 Advice
24.1 The Contractor acknowledges that:

a) the Contractor has obtained independent financial, taxation and legal advice
concerning the terms of this Agreement; or

b) having had a reasonable opportunity to take that advice, the Contractor has
declined to do so.

25 Severability
25.1 Part or all of any clause of this Agreement that is illegal or unenforceable will be
severed from the Agreement and the remaining provisions of the Agreement continue
in force.

26 Waiver
26.1 The failure of either party at any time to insist on performance of any provision of this
Agreement or to fail to exercise a right under this Agreement is not a waiver of its
right at any later time to insist on performance of that or any other provision of or
exercise that or any other right under this Agreement.

27 Notice
27.1 A party giving notice under this Agreement must do so in writing.

27.2 A notice given in accordance with clause 27.1 is taken to be received:

a) if hand delivered, on delivery;

b) if sent by prepaid post, three days after the date of posting; or

c) if sent by email, when the email is stated to be transferred as recorded in the

mail envelope properties.

28 Governing Law

Page 25 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
28.1 This Agreement is governed by the laws of the State of Queensland and Australia
and the parties submit to the jurisdiction of the Courts of Queensland and Australia.

29 Entire Agreement
29.1 This Agreement constitutes the entire agreement between the parties as to its subject
matter and supersedes all prior understandings or agreements between the parties
and any prior condition, warranty, indemnity or representation imposed, given or
made by a party in connection with that subject matter.

30 Alteration
30.1 This Agreement may only be altered or varied in writing signed by the parties.

31 Confidentiality
31.1 The terms of this Agreement are confidential and may not, without the written
approval of the other party, be disclosed by the Contractor to any other person other
than for the purpose of obtaining professional legal or accounting advice or as
required by the law.

32 Privacy
32.1 It is a condition of the Contractor’s engagement that the Contractor complies with the
National Privacy Principles as set out in the Privacy Act 1988 (Cth) and any Privacy
Policy the Company may introduce and/or vary from time to time. The privacy laws
apply to personal information the Company collects and holds about its clients.
Generally, the Company will only collect, use and disclose personal information if it
relates to one or more of the Company’s functions.

32.2 The Company will now hold personal information the Contractor has provided on its
human resources database and files. The Company will use the personal information
the Contractor has provided for the purpose of Contractor administration. The
Contractor acknowledges that, the Company may disclose the personal information to
its Related Bodies Corporate for the purpose of Contractor administration.

Page 26 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
Schedule 1 – Services

[1.] The Services to be provided by the Contractor (through the Key Person) under this
Agreement are described below:

[a.] [insert description of services to be provided].

[b.] In providing the Services, the Contractor (and the Key Person)Massage
therapy, both remedial and relaxation including a variety of massage and
adjunctive techniques (such as cupping), according to certification.
a. Massage consults include a thorough history, examination, and appropriate
treatment. Post treatment, discuss findings and recommendations with client.
b. Notes must ensure the Services are providedbe completed in line with the
appropriate governing body standards and timeframes.
c. Naturopathic consults including a thorough history, examination and
appropriate investigations.
d. Interpretation of the investigations and delivery of the results in a report of
findings consultation.
e. Delivers a personalised naturopathic care plan tailored to the client’s unique
health needs and goals. Including appropriate dietary and lifestyle advice,
natural herbal remedies and supplements and preventative care strategies
f. Progress should be monitored by conducting reviews in accordance with the
Company’s Standards.advised treatment plans, and should ensure that the
client is on the right path to their health needs and goals and any necessary
modifications and revisions to the client’s treatment plan and prescription
should be made.
g. Notes must be completed in line with the appropriate governing body
standards and timeframes.

The

provision of professional chiropractic/naturopathy/massage therapy services:

- In accordance with the standard and ethics of AHPRA and the appropriate
governing body (Chiropractic Board of Australia for example); and
- To the best of the Contractor’s ability and in a manner so as to preserve,
maintain, promote and expand the goodwill of the Company and its business,
Client welfare and the Contractor’s personal professional standing and

Page 27 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 reputation.

Schedule 2 – Fees

1. Subject to clause 5, the Company and the Contractor have agreed on the following
fees:

Fee Percentage

Facilities Fee 50% of professional fees collected by the

Company for services provided by the
Contractor each week. The fee is exclusive
of GST, which will be added and shown on
an ATO approved tax invoice.

Services Fee 50% of professional fees collected by the

Company for services provided by the
Contractor each week including
superannuation The fee is exclusive of
GST, if the Contractor becomes registered
for GST, this is to be added and shown on
an ATO approved tax invoice or will be
added to the RCTI.

Page 28 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
Commission on saleSchedule 3 – Contractor
Specific Obligations

Page 29 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
Schedule 4 – Key Person Deed

DATE: ................................................................. 2025

BETWEEN: KONNECT HEALTH CO PTY LTD of 9/311 David Low Way, Bli Bli QLD 4560
(‘Company’)

[2.] AND: [INSERT KEY PERSON NAME] of naturopathic products:

10% of [insert address] (‘Key Person’)

BACKGROUND
[A.] The Company has entered into the Agreementmonthly value (if over $400 excl GST) of
naturopathic products sold in conjunction with appointments, will be paid to the
Contractor (‘Agreement’).

The Contractor is engaged to provide at the Services using the Key Person. The
Contractor has engaged or employed the Key Person to assist it in the provision of
those Services to the Companyend of each calendar month.

A. The Key Person has agreed to enter into this Deed.

[B.] The beneficiaries under this Deed are the Company and its Related Bodies Corporate.

AGREEMENT

[1] Definitions
In this Deed, where a meaning is ascribed to a term in the Agreement, it has that
meaning in this Deed.

[2] Method of Providing the Services

[2.1] The Key Person will report to the Directors or such other person specified by the
Directors from time to time.

[2.2] The Key Person will provide the Services:

[a)] in accordance with this Agreement:

[b)] with due skill and care and to the best of her knowledge and experience:

[c)] with all things reasonably incidental or necessary to give effect to the Services;

[d)] in accordance with the reasonable directions given by the Company from time to
time;

[e)] in a manner consistent with the Company’s interests; and

[f)] in compliance with all applicable laws and regulations.

[3] Intellectual Property Rights

Page 30 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
[3.1] The Key Person:

[a)] will comply with the obligations in clause 8 of the Agreement;

[b)] assigns to the Company all existing and future Intellectual Property Rights in any
material or thing created by the Key Person, whether alone or with a third
party in the course of providing the Services;

[c)] agrees to do all things reasonably required by the Company to enable the
Company to assure further the rights assigned under this Deed;

[d)] consents to any act or omissions of the Company which would otherwise infringe
any moral right held by the Key Person in the Intellectual Property, whether
currently existing or coming into existence in the future and including any right
to be identified as the author of any Intellectual Property, and any right in
relation to any alteration of treatment of, or change to, any other dealings
whatsoever with any Intellectual Property.

[3.2] If the Company is unable for any reason, after reasonable effort, to secure the signature
of the Key Person on any documents needed in connection with the actions specified
in this clause 3 and clause 8 of the Agreement, by signing this Deed the Key Person
irrevocably appoints the Company and its duly authorised officers and agents as the
Key Person’s agent and attorney to act for and on behalf of the Key Person, as
applicable, to execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of this clause 3, and clause 8 of the
Agreement, with the same legal effect as if executed by the Key Person.

[4] Confidentiality
[4.1] From the date of execution of this Deed, the Key Person must:

[a)] keep Confidential Information confidential, except where disclosure is permitted

under clause 4.2(b); and

[b)] take whatever measures are reasonably necessary to preserve such

confidentiality, including but not limited to;

[i)] complying with all security measures established to safeguard Confidential

Information from access or unauthorised use;

[ii)] keeping Confidential Information under her control;

[iii)] not removing Confidential Information from the Company’s premises

without prior approval by the Company; and

[iv)] immediately notifying the Company if the Key Person suspects or is

aware that Confidential Information has been used, copied or
disclosed without authorisation.

[4.2] The Key Person may:

[a)] use Confidential Information solely for the purpose of providing the Services; and

[b)] disclose Confidential Information to a Director, advisor, or authorised employee or

subcontractor of the Company who have a need to know (and only to the
extent that each has a need to know).

[4.3] These obligations of confidentiality do not extend to information that:

[a)] is or becomes part of the public domain otherwise than by a breach of

Page 31 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 confidentiality (by to the Contractor or the Key Person, or of whicha report
showing value of sales for the prior month, if requirements are met, the
Contractor or the Key Person is aware); or

[b)] the Key Person is required by law to disclose.

[4.4] After the Agreement ends:

[a)] the obligations of confidentiality set out in this Deed continue to apply; and

[b)] the Key Person must not record any Confidential Information in any form
(including, but not limited to, machine readable form), nor sell or otherwise
transfer any Confidential Information.

[5] Restraint
[5.1] In recognition of the legitimate business interests of the Company, the Key Person will
not, during the term of this Agreement and for duration of the Restraint Period after
the termination of this Agreement, without the prior written consent of the Company:

[a)] must provide any private [insert practice area, i.e. psychology / dietetics etc]
services to any person, in the Restraint Area, either privately or through
another business or entity;

[b)] solicit, canvass, approach any person or entity who was at any time during the
last 12 months of the Agreement a Client of the Company with a view to
diverting the custom of that person or entity away from the Company;

[c)] solicit, canvass, approach any person or entity who was at any time during the
last 12 months of the Agreement a referrer (including GPs or other health
practitioners including allied health practitioners) to the Company with a view
to diverting the referrals of that person or entity away from the Company;

[d)] interfere with the relationship between the Company and its Clients, employees,
contractors, referrers or suppliers;

[e)] induce or assist in the inducement of any employee or other contractors of the
Company to leave their employment or end their contract of service with the
Company; or

[f)] counsel, procure or assist any person to do any of the acts referred to in this
clause.

[5.2] In this clause:

[a)] ‘engage in’ means to participate, assist or otherwise be directly or indirectly

involved as a member, shareholder, unitholder, director, contractor, adviser,
Contractor, principal, agent, manager, employee, beneficiary, partner,
associate, trustee or financier;

[b)] ‘Restraint Period’ means a period of 1 year from the date of the termination of
this Agreement; and

[c)] ‘Restraint Area’ means the geographical regiona Tax Invoice for the commission
which will be paid within a 25-kilometre radius of the Company’s Premises or
other premises at which the Contractor provided services to the Company.

[5.3] The Company may require the Key Person to provide evidence confirming to its
satisfaction that the Key Person is not in breach of 7 days (including as part of the
reconciliation process as set out in clause 5.1.
Page 32 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
[5.4] The Key Person acknowledges that:

[(a)] each restriction in this clause is in the circumstances reasonable and necessary
to protect the Company’s legitimate business interests and necessary to
protect the goodwill of the Company;

[(b)] confers a benefit on the Company that is not more than that which is reasonably
and necessarily required by the Company for the maintenance and protection
of the goodwill of the business; and

[(c)] if any person for any reason alleges that any restriction in this clause is
unenforceable at law or in equity, the rules of construction specified below will
apply.

[5.5] The ). The commission is exclusive of GST, if the Contractor is registered for GST, this
is to be added and shown on an ATO approved Tax Invoice (or as agreed between
the parties agree that if:

[(a)] a Court of competent jurisdiction finds that any of the provisions of this clause is
not enforceable at law or in equity (‘Unenforceable Provision’); and

[(b)] the Unenforceable Provision would be enforceable if any deletion were made to
any the Company will prepare and provide a RCTI for this commission and
pay within 7 days (including as part of this Agreement; then

[(c)] the Unenforceable Provision must be made enforceable by making those

deletions.

Subject to the reconciliation process as set out in clause 5.5, the parties agree that if
a court of competent jurisdiction finds that the Restraint Period referred to in clause
5.2(b) is excessive then the period will be read as:).

(a) Schedule 3 – Contractor Specific Obligations9 months;

[(a)] 6 months;

[(b)] 3 months,

whichever the court considers reasonable in the circumstances.

[5.6] Subject to clause 5.5, the parties agree that if a court of competent jurisdiction finds
that the geographical area referred to in clause 5.2(c) is excessive then the area will
be read as:

[(a)] within a 20 km radius of the Company’s Premises or other premises at which the
Contractor provided services to the Company;

[(b)] within a 15 km radius of the Company’s Premises or other premises at which the
Contractor provided services to the Company

Page 33 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
within a 10 km radius of the Company’s
Premises or other premises at which the

1. Contractor must complete any applicable professional development as required by

the Contractor’s governing body each year.
(a) Contractor provided services to the Company;

[(c)] within a 5 km radius of the Company’s Premises or other premises at which the
Contractor provided services to the Company,

whichever the court considers reasonable in the circumstances.

[1.1] The Key Person acknowledges that in order to enforce the restraint in clause 5.1 that
the Company will be entitled to obtain an injunction against the Key Person and/or
damages for the breach of this provision.

[1.] Client ‘ownership’: Unless there is a prior written agreement at the time of
termination, the Company will ‘own’ the clients seen by the Key Person. Upon
termination of service the Company willmust maintain and provide all clients who
require continued treatmentproof of registrations with a replacement allied health
services provider/contractor, unless otherwise agreed. Client files will also remain
with the Company for safe-keepingthe appropriate governing body.
[2] Privacy
[2.1] The Company may need to collect personal information from the Key Person and about
the Key Person which may include, but is not limited to, personal and emergency
contact details, payment and banking details, information relating to the Key Person’s
performance and conduct and any other information the Key Person provides to the
Company.

[2.2] The purpose of collecting the Key Person’s personal information is to administer and
facilitate the provision of the Services.

[2.3] The Company may disclose the Key Person’s personal information to its Related Bodies
Corporate, insurers, banks and other similar organisations.

[2.4] It is the Company’s policy to retain certain personal information following performance
of the Services for any residual activities, such as processing of payments.

[2.5] The Key Person may request access to, and correction of, their personal information.

[3] Indemnity
[3.1] The Key Person indemnifies and holds harmless the Company against all liabilities,
claims, expenses, losses, damages and costs (on a solicitor and own client basis and
whether incurred by or awarded against the Company) that the Company may sustain
or incur as a result, whether directly or indirectly, or any breach by the Key Person of
any representation, warranty, agreement or undertaking in or in connection with this
Deed, whether express or implied.

[4] Warranties
[4.1] The Key Person warrants that in granting the rights to the Company under this Deed:

[a)] the Key Person is not in breach of any obligation owed to any person or any right
Page 34 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 belonging to any person; and

[b)] the Key Person has full power to enter into this Deed and that the terms of the
Deed do not in any way conflict with any existing commitment by the Key
Person.

[5] General
[5.1] The Key Person must do all things reasonably requested by the Company (including
executing another deed) to enable the Company to assure further the rights assigned
under this Deed.

[5.2] The Key Person must not act or purport to act as agent of or with authority to bind the
Company to any agreement or otherwise hold themselves as being authorised to deal
as an agent of the Company except as authorised by the Agreement or the Company.

[5.3] The terms of this Deed continue to operate despite the termination, for any reason, of
the Agreement or the cessation, for any reason, of the Key Person’s employment or
engagement by the Contractor.

[5.4] This Deed may only be varied in writing signed by the Key Person and the Company.

[5.5] Nothing in this Deed constitutes a relationship of employer and employee, principal and
agent or partnership between the Company and the Key Person.

[5.6] This Deed:

[a)] constitutes the entire agreement between the parties as to its subject matter;

[b)] supersedes all prior understandings or agreements between the parties and any
prior condition, warranty, indemnity or representation imposed, given or made
by a party in connection with that subject matter.

[5.7] This Deed is governed by the laws of Queensland and Australia and the parties submit
to the jurisdiction of the Courts of Queensland and Australia.

Executed as a Deed on ............................................................ 2025.

Signed, sealed and delivered by

[INSERT KEY PERSON NAME] in the
presence of:
‍
‍
‍
‍
Signature of Witness Signature of Key Person

‍
Name of Witness (print) Name of Key Person (print)

‍
‍
Signed for KONNECT HEALTH CO PTY
LTD by an authorised officer in the
presence of
‍
‍
Page 35 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
 ‍
Signature of Witness

‍
Name of Witness (print) Name of authorised officer (print)

‍
Office held

Page 36 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………
[2.] Contractor must provide proof of relevant insurances annually each year (and on any
other occasion as required by the Company).
2. Contractor must maintain and provide proof of first aid and CPR training as required.
3. Contractor to assist the Company as required with marketing, events and social
media content as it will progress both businesses.
4. The Contractor will be provided with clothing branded with the Company logo and
colours and when providing the Services it is agreed for client purposes the clothing
be worn (the Contractor is at liberty to wear any other items of clothing when not
providing the Services).
Signing Page

EXECUTED as an AGREEMENT

Signed for [INSERT CONTRACTOR

ENTITY NAME] by an authorised officer in
the presence of

Signature of Witness

Name of Witness (print) Name of authorised officer (print)

Office held

Signed for KONNECT HEALTH CO PTY

LTD by an authorised officer in the
presence of

Signature of Witness

Name of Witness (print) Name of authorised officer (print)

Office held

Page 38 of 38 Initials
KONNECT HEALTH CO PTY LTD AND [INSERT CONTRACTOR NAME]
INDIVIDUAL CONTRACTOR AGREEMENT CH:……… [Contractor initials]:………