IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

1. SERVICES PROVIDED
   
1. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"):
   
   • Implementation Service will include analysing client needs and current business obstacles, identifying projects, scoping potential business solutions and assisting on ERP implementation using Odoo and other tools and framework if necessary.;
     
   • Functional Services will include, business analyst, training and coaching, functional support, gap analysis and on-site or remote.; and
     
   • Technical Services will include technical support, development coaching, performance review and code review / audit.
     
2. The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.
2. Client must register with consultant's ticketing system in order to log a ticket and to request for the service.  
2. All services provided are based on Tickets information submitted by the client or created on behalf of the client by consultant or associated third parties.
2. All tickets submitted by the client or created on behalf of the client by Consultant or associated third parties is deemed to be approved by the client for the Consultant to commence work on the ticket and record time against the ticket which will be offset against the prepaid Consultancy Service.
2. Client can request a Quote on any ticket by specifying within the ticket a Quote is required. The Consultant will provide the Quoted effort required to deliver the ticket within the ticket response.
2. The Client must agree to the quoted effort within the ticket response prior to any works been undertaken by the Consultant or associated third party.
2. Time for the initial assessment and preparation of the Quoted effort by the consultant or associated third party will be recorded against the ticket and offset against the prepaid consultancy service.
2. No works will be undertaken by Consultant or associated third party unless the existing prepaid Consultancy Services has sufficient time to complete the ticket.
2. Scheduled After Hours work will be charged at 1.5 times the prepaid hourly rate. The charge will be expressed as additional hours on the time-sheet.
2. All Prepaid Consultancy Services hours expire 6 months from the Purchase Date.
2. Any project plans, key milestones, deliverable items and specifications of the consulting service will be as per the ticket information created by the client or by the consultant on behalf of the client. 
   
   
3. TERM OF AGREEMENT
   
3. The term of this Agreement (the "Term") will begin on the date of purchasing the first support pack by the client and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
   
6. This Agreement is terminated after the utilisation of time consumed via Help desk ticketing system. 
6. unless a new online order to buy (and extend) the prepaid consultation packs is made within 30 days if the expiry of the previous support pack.
6. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
   
6. This Agreement may be terminated at any time by mutual agreement of the Parties.
7. Except as otherwise provided in this Agreement, the obligations of the Consultant will end upon the termination of this Agreement.
   
8. PERFORMANCE
   
8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
   
9. CURRENCY
   
9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).
   
10. PAYMENT
    
10. The Consultant will charge the Client for the Services at a rate (per hour or per day as "Payment") that is shown on the quotation / Checkout page.
    
12. If the active prepaid Consultancy Services has no sufficient time to complete the tickets, the Client will be receiving a new invoice to buy a new consulting pack.
    
13. Invoices submitted by the Consultant to the Client are due within 15 days of receipt.
13. No works will be undertaken by Consultant or associated third party unless the prepaid Consultancy Package has sufficient time left to complete the tickets.
    
14. The Consultant is responsible for paying any Superannuation Guarantee contributions that may be required in relation to the work performed by the Consultant or by employees of the Consultant under this Agreement.
    
15. REIMBURSEMENT OF EXPENSES
    
15. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
    
16. All expenses must be pre-approved by the Client.
    
17. CONFIDENTIALITY
    
18. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
    
19. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
    
20. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
    
21. OWNERSHIP OF INTELLECTUAL PROPERTY
    
21. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
    
22. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
    
23. CAPACITY/INDEPENDENT CONTRACTOR
    
24. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
    
25. RIGHT OF SUBSTITUTION
    
25. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
    
26. In the event that the Consultant hires a sub-contractor:
    
    • the Consultant will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Consultant.
      
    • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant.
      
27. AUTONOMY
    
27. Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.
    
28. EQUIPMENT
    
28. Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
    
29. NO EXCLUSIVITY
    
29. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
    
30. NOTICE
    
30. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    
    2. Dr Mohammad Motahar
       High Tech Masterminds Pty Ltd
       motahar@hightechmasterminds.com.au
        
       

    or to such other address as either Party may from time to time notify the other.

31. AUSTRALIAN COMPANY NUMBER (ACN) / AUSTRALIAN BUSINESS NUMBER (ABN)
    
31. The Australian Company Numbers (ACN's) for the Parties to this Agreement are as follows:
    
    1. Client (As per the online account) 
       
       
    2. High Tech Masterminds: ABN: 50 647 945 391
       
       
32. INDEMNIFICATION
    
32. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
    
33. MODIFICATION OF AGREEMENT
    
33. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
    
34. TIME OF THE ESSENCE
    
34. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
    
35. ASSIGNMENT
    
35. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
    
36. ENTIRE AGREEMENT
    
36. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
    
37. ENUREMENT
    
37. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
    
38. TITLES/HEADINGS
    
38. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
    
39. GENDER
    
39. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
    
40. GOVERNING LAW
    
40. This Agreement will be governed by and construed in accordance with the laws of the State of Victoria.
    
41. SEVERABILITY
    
41. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
    
42. WAIVER
    
42. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.