Contract for Consultancy Services (Small)

Rail Industry Safety and Standards Board (RISSB Contract for Consultancy Services (Small Part 1: Contract Details Item 1 Consultant: [Insert full name of the party / parties that make up the Consultant] (defined as the Consultant ACN / ABN: [need to insert ABN or ACN here] Item 2 Item 3 Consultant s Representative: Consultant s Address for Service: [Insert name of the Consultant s representative] [Insert position of Consultant s representative] Phone: [insert phone number] Email: [insert email] [Insert the address for service of the Consultant s representative] Item 4 Project Officer / Principal s Representative: [Insert name of the RISSB Project Manager] [insert position of contact] Phone: [insert phone number] Email: [insert email] Item 5 Item 6 Item 7 Principal s Address for Service: Background to this Contract: Commencement : Rail Industry Safety and Standards Board Ltd Attention: [insert name] PO Box 4271 KINGSTON ACT 2604 Email: [insert email] The Principal wishes to engage the Consultant to perform the Consultancy services in relation to [authoring/validation of the document type document number document name]. Consultancy services are detailed in the following: [Describe the background as to why the parties are entering into the contract to give context to the obligations. Annexures may be listed here.] 1. Insert 2. Insert 3. Insert [Insert date] or [The date of this Contract is executed by both parties] Item 8 Completion : [Insert date] or [The date of the parties agree the Services are complete] Item 9 Fees: [Be specific about the price you will pay whether it is a flat fee per report or advice or whether it is calculated on an hourly basis. Please also be specific as to whether the amount stated is inclusive or exclusive of GST if you do not say anything then clause XXXX provides all sums in the agreement are exclusive of GST] Item 10 Insurance: The Consultant will be added to the Principal s: professional indemnity insurance policy; and public liability insurance policy, for the purpose of performing the Consultancy Services pursuant to this Contract. Item 11 Jurisdiction: Australian Capital Territory BRADLEY ALLEN LOVE LAWYERS Page 1 of 9

Rail Industry Safety and Standards Board (RISSB Contract for Consultancy Services (Small Part 2 Standard Terms 1. Definitions & Interpretation 1.1 If a term in this Contract is capitalised, but not defined in this clause 0 then it is defined in Part 1. 1.2 In this Contract unless the context requires otherwise: (c (d (e (f (g (h Business Day means a day on which trading banks are open for ordinary business in the Australian Capital Territory. Business Hours means between 9.00am and 5.00pm on a Business Day. "Confidential Information" means: (i (ii (iii (iv (v the Principal's materials; the Contract Materials; any information marked confidential or information which the Principal stipulates (in writing or otherwise is information of a confidential nature or which may reasonably understood to be of a confidential nature; any information created by a party or exchanged by a party in connection with the Consultancy Services or this Contract; and any other information which may reasonably be understood to be of a confidential nature. "Consultant" means the party identified in Item 1 of Part 1 and includes the employees, agents and authorised sub-consultants (and their employees and agents and the Consultant's successors, heirs and assigns. "Consultancy Services" means the services described in Item 6, Part 1. "Contract" means the agreement under which the Consultancy Services are to be provided to the Principal constituted by this document, including the annexures to this Contract and correspondence between the parties directly relating to the Consultancy Services, including the Consultant s offer of service; "Contract Material" means all material, including but not limited to, drawings, documents, computer software, equipment, information and data stored by any means which is created solely for the purpose of, performing the Consultancy Services; Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright (including any moral right, trade marks, designs, patents, circuit layouts, business and domain (i names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields. Principal means the Rail Industry Safety and Standards Board Limited (ACN 105 001 465 of Suite 4, Level 4, Plaza Offices (East, Terminal Complex, Canberra International Airport in the Australian Capital Territory. 1.3 In the interpretation of this Contract, unless the contrary intention appears: (c (d (e (f a reference to: (i (ii (iii (iv (v one gender includes the others; the singular includes the plural and the plural includes the singular; an individual or person includes a corporation; a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; to a recital, clause, paragraph, schedule or annexure is a reference to a recital, clause, paragraph, schedule or annexure of or to this Contract; no provision of this Contract will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Contract or that provision; where words or phrases are given a defined meaning, any other part of speech or other grammatical form of those words or phrases have a corresponding meaning; a reference to "currency", "A$", "$A", "dollar" or "$" is a reference to Australian currency; "including" and similar expressions are not and must not be treated as words of limitation; and headings are inserted for convenience only and have no effect on interpretation. BRADLEY ALLEN LOVE LAWYERS Page 2 of 9

Rail Industry Safety and Standards Board (RISSB Contract for Consultancy Services (Small 2. Engagement & Term 2.1 The Consultant is engaged to provide the Consultancy Services on the terms of this Contract. 2.2 The Contract will commence on the Commencement and will terminate on the Completion. 2.3 The Principal may, by written notice to the Consultant, extend the term of the Contract by a period specified in such notice. 3. No Agency 3.1 Neither the Consultant nor its employees or agents will without the written consent of the Principal represent themselves as being an employee or agent of the Principal or perceived partnership or joint venture partnership with the Principal. 3.2 This Contract does not create any agency, employeremployee relationship or a partnership of any kind whatsoever. The Consultant is an independent contractor to the Principal and neither the Consultant nor the Consultant's employees will be agents or employees of the Principal by virtue of this Contract. 3.3 The Consultant must not represent or hold itself out to any third party that it acts as agent, employee or partner of the Principal or has power or authority to directly or indirectly to bind the Principal. 4. Performance of the Consultancy Service & Warranties 4.1 The Consultant must provide the Consultancy Services in consideration for the fees payable pursuant to clause 8. 4.2 The Consultant may use its employees and contractors to perform the Consultancy Services on its behalf provided that those employees or contracts have the requisite skills, specialist qualifications (if applicable and experience to perform the Consultancy Services. 4.3 The Consultant warrants that it: (c (d (e has the capacity to perform the Consultancy Services; will perform the Consultancy Services in a diligent manner with all due care and skill expected of a consultant performing the same or similar services as the Consultancy Services; will perform the Consultancy Services in a professional, competent and timely manner; will comply with the provisions of all statutes, regulations, ordinances, by-laws and the requirements of any local or other authorities having jurisdiction in respect of the Consultancy Services; will perform the Consultancy Services in accordance with any of the Principal s policies, standards or specification in force, introduced or amended during the Contract; and (f is not aware of any matter that will prevent or restrict its ability to provide the Consultancy Services. 5. Contract Material & Intellectual Property 5.1 Title to and ownership of all Intellectual Property in the Contract Material will, upon its creation, vest in the Principal. The Consultant must do all things necessary to perfect the vesting of the Intellectual Property in the Contract Material in the Principal. 5.2 The Consultant must not use or exploit the Contract Material for any purposes other than performance of the Consultancy Services and must take all reasonable steps to ensure no unauthorised persons have access to the Contract Material during or after the completion of the Consultancy Services. 5.3 Intellectual Property that belongs to the Principal which exists prior to the Commencement or which exists after the Commencement but originating outside of the Contract is unaffected by this Contract. Nothing in this Contract confers any right, title or interest in such Intellectual Property to the Consultant. 5.4 Intellectual Property that belongs to the Consultant which exists prior to the Commencement or which exists after the Commencement but originating outside of the Contract and does not form part of the Consultancy Services is unaffected by this Contract. Nothing in this Contract confers any right, title or interest in such Intellectual Property to the Principal (save for the rights under clause 5.1. 5.5 In addition to clause 5.1, the Consultant acknowledges that the Principal is the owner of the Contract Material. 5.6 The Consultant warrants that all Contract Material developed or produced under the Contract will not infringe the Intellectual Property of third parties and to the best of its knowledge the material will not be defamatory or breach any confidentiality or undertaking and the Consultant must indemnify the Principal against any loss, damage or expense which the Principal incurs as a result of any breach of this warranty. 5.7 The Consultant must ensure all licence fees and consents required under law are obtained and paid by the Consultant as a result of any reproduction, adaptation or use of any Intellectual Property or Contract Material necessary for the provision of Consultancy Services. 5.8 Upon completion of the Consultancy Services or on termination of the Contract (whichever is applicable, the Consultant must deliver to the Principal on demand all Contract Material and the Principal's Confidential Information. BRADLEY ALLEN LOVE LAWYERS Page 3 of 9

Rail Industry Safety and Standards Board (RISSB Contract for Consultancy Services (Small 6. Moral Rights 6.1 The Consultant must, prior to the commencement of the Consultancy Services, give the Principal a written consent from each employee or contractor of the Consultant involved in the Consulting Services or from the Consultant as the authorised representative of those employees or contractors, permitting the Principal to: reproduce, publish, transmit, copy or make an adaptation of any copyright work produced by the employee or contractor as a result of their participation in the Consultancy Services without identifying the employee or contractor as the author of the work; and subject any copyright work produced by the employee or the contractor as a result of their participation in the Consultancy Services to any derogatory treatment within the meaning of Section 195AG of the Copyright Act 1968 (Cth including materially altering the copyright work in a way that is prejudicial to the employee s or contractors moral reputation. 7. Confidentiality 7.1 The Consultant must keep confidential and must not (without the Principal s prior written consent disclose to any person the Confidential Information or any information otherwise acquired or produced in connection with the Consultancy Services. 7.2 The Principal may at any time require the Consultant to give and to arrange for its sub-consultants or agents engaged in the performance of the Consultancy Services to give written undertakings in a form reasonably required by the Principal relating to the non-disclosure of Confidential Information. The Consultant must promptly arrange for all such undertakings to be given. 7.3 In addition to clause 7.1, the Consultant must not make use of or take advantage of the Confidential Information for any purpose other than for the purpose of performing the Consultancy Services. 7.4 This clause 7 does not apply to Confidential Information already in the public domain (other than as a result of a breach of the Contract or required to be disclosed by law or the stock exchange. 7.5 The obligations of confidentiality in clause 7 survive the expiration or termination of the Contract. 8. Payment 8.1 No moneys will be paid to the Consultant until the Principal has received a claim in accordance with this clause 8. Payment claims forwarded by the Consultant must: identify the title of the Consultancy Services, the name of the Project Officer and the contract number or purchase order number (if any; (c provide sufficient details of claims for which payment is claimed as the Principal reasonably requires; and be submitted in accordance with the timing specified in Item 6 of Part 1. 8.2 Subject to the Project Officer s certification that the Consultancy Services are in accordance with this Contract and that satisfactory progress has been made in the performance of the Consultancy Services, the Consultant s claim will be paid 28 days (or such other period mutually agreed in writing from receipt of the Consultant s claim by the Principal. 8.3 The Consultant s claim must include fees payable and expenses incurred by the Consultant pursuant to this Contract (including amounts for GST. 9. Insurance & Indemnity 9.1 The Consultant performs the Consultancy Services at its own risk. 9.2 If the Consultant does not have professional indemnity insurance or public liability insurance, the Principal will arrange for the Consultant to be covered by the Principal s insurance policies as specified in Item 10 of Part 1. 9.3 The Consultant must obtain and maintain its own workers compensation insurance (if required by the law for the period of this Contract. 9.4 Prior to commencing the Consultancy Services and on request by the Principal from time to time, the Consultant must provide the Principal with certificates of currency of all insurance required to be maintained by the Consultant. 10. Variation of Contract 10.1 This Contract contains the terms upon which the Consultant agrees to perform the Consultancy Services for the Principal. 10.2 Either the Principal or the Consultant may request a variation of the Completion or to the fees or additional expenses payable pursuant to this Contract. Such request from the Consultant must be in writing and must detail reasons for the request. The Principal may approve the Consultant's request (in its absolute discretion by written notice to the Consultant. 10.3 The Principal may at any time, and without reason being given, direct by written notice the Consultant to vary, increase, decrease, discontinue, omit or change the scope of the Consultancy Services. Variations to the Consultancy Services associated with such direction must be undertaken by the Consultant. The Consultant will be paid an additional amount to perform the varied Consultancy Services, which will be based on the Consultant s current rates paid to the Consultant under this Contract. BRADLEY ALLEN LOVE LAWYERS Page 4 of 9

Rail Industry Safety and Standards Board (RISSB Contract for Consultancy Services (Small 11. Termination and Reduction of Contract Works 11.1 Subject to clause 11.2, if the Consultant receives a notice from the Principal that: the scope of the Consultancy has been reduced; or this Contract has been terminated or discontinued the Consultant: (i (ii (iii must reduce or discontinue consultancy work in accordance with the notice; must immediately take all steps necessary to minimise any loss suffered by it; and may claim reasonable compensation from the Principal provided such compensation does not exceed the sum of all the monies payable to the Consultant to the date of termination together with a pro rata amount payable to the Consultant for Consultancy Services satisfactorily performed up to the date of termination in full satisfaction of all his claims pursuant to the Contract or other losses incurred as a result of termination or reduction pursuant to this clause. 11.2 The Principal may by giving seven (7 days notice in writing to the Consultant terminate this Contract where: (c the Consultant breaches clause 7 or clause 14 of this document; the Consultant fails to rectify a breach of this Contract within 14 days after notice of that breach has been served upon it; or the Consultant commits an act of bankruptcy, is declared bankrupt, enters into any scheme of arrangement, composition or proceedings for the purpose of administration, is placed under official management or is placed in receivership, liquidation or administration or (if a company is deregistered. 11.3 Further to clause 11.1, the Principal may, at any time without cause, by written notice terminate the Contract. 11.4 The Consultant is not entitled to any compensation for loss of profits. 11.5 The Principal may terminate the Contract immediately if the Consultant (being a partnership, company, trust or other body undergoes a change in its structure which (in the opinion of the Principal limits the ability of the Consultant to perform the Consultancy Services. 11.6 The Principal may terminate the Contract if any obligations under the Contract conflict with any statutory duties owed by the Principal or is contrary to law. 12. Dispute Resolution 12.1 Where the parties are in dispute regarding any matter concerning the provisions of the Consultancy Services and arising out of this Contract, then either party may by notice in writing to the other party require such dispute be referred for resolution to an independent expert acceptable to both parties. If the parties cannot agree upon an independent expert within seven (7 days of receipt of notice, then the expert will be nominated by the President for the time being of the Law Society of the Australian Capital Territory. The independent expert will act as an expert and not as an arbitrator. Costs will be equally borne between the Principal and Consultant. 12.2 The decision of the independent expert pursuant to clause 12.1, is final and binding on the parties. 12.3 Nothing in the Contract limits a party s right to obtain injunctive relief from a court of competent jurisdiction in relation to any matter rising out of the Contract. 13. GST 13.1 In this clause the expressions adjustment note, consideration, GST, input tax credit, recipient, registered, supply, supply of a going concern, tax invoice and taxable supply have the meanings given to those expressions in the A New Tax System (Goods and Services Tax Act 1999 (Cth. 13.2 Unless stated otherwise to the contrary all prices or other sums payable or consideration to be provided under this Contract are exclusive of GST. 13.3 Despite any other provision in this document, if GST is imposed on any supply made by the supplier under this document, the recipient must pay to the supplier an amount equal to the GST payable on the taxable supply. That amount must be paid at the same time that the consideration for the supply is payable under this document and will be paid in addition to the consideration. 13.4 If this document requires the recipient to reimburse the supplier for any expense, loss or outgoing ( reimbursable expense incurred by the supplier, the amount required to be reimbursed by the recipient will be the sum of: the amount of the reimbursable expense net of input tax credits (if any to which the supplier is entitled in respect of the reimbursable expense; and if the supplier s recovery from the recipient is in respect of a taxable supply, any GST payable in respect of that reimbursable expense. 13.5 If a GST is imposed on any supply made by the supplier under this document or the amount of GST is BRADLEY ALLEN LOVE LAWYERS Page 5 of 9

Rail Industry Safety and Standards Board (RISSB Contract for Consultancy Services (Small varied, the supplier will provide the recipient with a tax invoice or adjustment note. 14. Assignment 14.1 Neither this Contract nor any other benefits or obligations therein may be assigned, sub-consulted or otherwise divested by the Consultant without the Principal's prior written consent which will not be unreasonably withheld. 15. Applicable Law 15.1 This Contract is governed by and construed in accordance with the law of the Australian Capital Territory. 15.2 The Principal and the Consultant agree to submit to the jurisdiction of the courts of the ACT. 16. Severability 16.1 In the event any one or more of the provisions herein contained is invalid, illegal or unenforceable in any respect, then: 17. Waiver It is to be read down so as to be valid and enforceable; or If it cannot be read down, the provision (or, where possible, the offending words is severed from this Contract and the rest of this Contract remains in force. 17.1 Failure by the Principal to enforce a provision of this Contract will not be construed as a waiver by the Principal of any right in respect of that provision or any other provision of the Contract. 18. Time 18.1 Where the Consultant is delayed in the execution of the Consultancy Services by any cause arising out of any breach of the provisions of this Contract or by any act or omission on the part of the Principal, the Consultant may claim an extension of time for completion of the Consultancy Service provided he has given to the Principal not later than seven (7 days (or other period as agreed by the parties after the cause of delay arose notice in writing of his claim for an extension of time together with a statement of the facts upon which he bases his claim. 18.2 The Principal will be compensated for any loss or damage where a delay in completion caused by the Consultant s employees or agents, or provision of Contractual Services adversely affects the Principal s operations. Compensation is limited to the cost of the loss or damage. 18.3 Where either party is delayed in the performance of some or all of its obligations by a Force Majeure Event, the delayed party is excused from compliance with such obligations until the Force Majeure Event ends, providing that: BRADLEY ALLEN LOVE LAWYERS Page 6 of 9 (c the delayed party gives notice promptly to the other party of the occurrence of the Force Majeure Event and describes in such notice the effect of the Force Majeure Event on the performance of the delayed party's obligations and (if possible the date when it will be likely to resume performance of such obligations; the delayed party gives an update on progress at reasonable, regular intervals in relation to the status of the Force Majeure Event; if the Force Majeure Event continues for a period of 60 days, either party may terminate this Contract (and such termination is treated as a termination under clause 11.1 of this Contract. 18.4 For the purposes of clause 18.3, "Force Majeure Event" means: (c (d 19. Variations an earthquake, tempest, fire, lightening, explosion, flood, malicious damage, sabotage, act of a public enemy, terrorism or civil unrest; war, invasion, act of a foreign enemy, hostilities between nations, civil insurrection or similar event; nuclear, chemical or biological contamination (including, without limitation, ionising radiation and contamination by radioactivity; or industrial action (where not arising from the acts or omissions of the Consultant. 19.1 The parties may vary or amend the Contract as agreed by them. 19.2 No variation or amendment to the Contract is binding on either party unless and until it is agreed in writing and signed by both the Principal and the Consultant. 20. Notices 20.1 All notices required to be given under the Contract must be in writing and either: personally delivered to the party; or sent by priority post or email to the address of the relevant party listed in Part 1. 20.2 A notice served pursuant to clause 20.1 is deemed to be given and received: if sent by priority post, three (3 Business Days after it has been posted; and (c if sent by email during Business Hours on the day it was sent; if sent by email outside of Business Hours, on the first Business Day after the day of delivery.

Rail Industry Safety and Standards Board (RISSB Contract for Consultancy Services (Small 20.3 Any delivery or read receipt issued by an email server to any party seeking to serve the other party by email will constitute sufficient and good proof of service for the purpose of this Contract. ooooooo BRADLEY ALLEN LOVE LAWYERS Page 7 of 9

Rail Industry Safety and Standards Board (RISSB Contract for Consultancy Services (Small Part 3: Execution EXECUTED by RAIL INDUSTRY SAFETY AND STANDARDS BOARD LIMITED in accordance with the Corporations Act 2001 (Cth: In the Presence of:. Signature of Chief Executive Officer Signature of Witness. Print Name of Chief Executive Officer Print Name of Witness. *** VARIOUS EXECUTION CLAUSES FOR THE CONSULTANT DELETE THOSE WHICH ARE NOT APPLICABLE *** EXECUTED by the partnership of [INSERT NAME OF PARTNERSHIP] in the presence of: In the Presence of:. Signature of Individual Partner Signature of Witness. Print Name of Individual Partner Print Name of Witness. EXECUTED by and on behalf of [INSERT NAME OF ASSOCIATION] by its authorised representative in the presence of: In the Presence of: BRADLEY ALLEN LOVE LAWYERS Page 8 of 9

Rail Industry Safety and Standards Board (RISSB Contract for Consultancy Services (Small. Signature of authorised representative Signature of Witness. Print Name of authorised representative Print Name of Witness. EXECUTED by [NAME OF COMPANY & ACN] in accordance with the Corporations Act 2001 (Cth: In the Presence of:. Signature of Director Signature of Witness. Print Name of Director Print Name of Witness. BRADLEY ALLEN LOVE LAWYERS Page 9 of 9