LICENSE AND CONTRACTING AGREEMENT.

    For use of distribution and representation of Kick Media products, methodologies and intellectual property.

    DEFINITIONS:

    Company: Kick Media Pty Ltd. ABN 65 111 335 329

    Contractor or Licensee: Refer to 11. EXECUTED AS A LICENSE AGREEMENT

    WHEREAS:

    1. Licensee (Contractor) wishes to obtain a license to distribute Kick Media products and services (hereinafter, the “Asset”), and

    2. Licensor (Company) is willing to grant to the Licensee Contractor a non-exclusive, transferable License to use the Asset for the term and specific purpose set forth in this Agreement,NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:

    1. TERMINATION

    Either party may terminate the Contractor’s engagement at any time by giving the other 1 weeks’ notice in writing, and the Company may terminate the Contractor’s engagement without notice in the first 4 weeks if the Contractor fails or refuses to provide the services or fails to represent the company brand with the standard of care, diligence and skill required. On termination (or earlier on demand), the Contractor will continue getting paid monthly trail commissions for services sold, however will deliver to the Company all Company property including all Confidential Information (including copies of any Confidential Information) and all documents in its possession or control, and the Company may withhold payment of any monies owing to the Contractor on the termination until the Contractor has complied with provisions of this clause.

    2. COMMISSIONS AND LICENSE FEES

    The contractor will be paid on the condition of referred clients being up to date on invoices. Unpaid invoices will result in all work ceasing until the services are paid in full. If the client discontinues any services for any reason the recurring commissions will cease and outstanding balances will be referred to a collections agency on a case by case basis if the client refuses to finalise payment for services rendered.

    The Company will pay commissions to the Contractor based on a percentage of revenue referred to and managed by the Company. The commissions will be calculated and paid on a fortnightly basis 14 days after the first or last transaction to the Company. Contractors will be able to check upcoming and owed commissions via a login to their partnership portal.

    Commissions will be based on the type of License Agreement that has been invoiced and paid for.

    a) Affiliate License: 25% Commission on all upfront and ongoing transactions, excluding GST.
    License Fee: $1500 Excluding GST ($1000 Early Bird Special Valid for 7 Days)

    b) Partner License: 35% Commission on all upfront and ongoing transactions, excluding GST. (Excluding web design which is 25%)
    License Fee: $5000 Excluding GST.

    c) Premium Partner License: 45% Commission on all upfront and ongoing transactions, excluding GST. (Excluding web design which is 25%)
    License Fee: $8000 Excluding GST

    3. RESTRAINT DURING THE CONTRACTING PERIOD

    Without the prior consent of the Company, the Contractor must not during the Contractor’s employment by the Company: a) Act as an officer or Contractor of, or as a consultant or adviser to any other corporation, firm or person that is competitive in nature to the Company unless agreed upon before hand. b) Take up any other position with any other corporation, firm or person that is competitive in nature to the Company. c) Hold any shares or securities which create or may create a conflict between the interests of the Company and the interests of the Contractor. d) Utilise contacts made during the contractors employment for personal business or commercial gains outside of the financial interests of the Company. e) Offer additional services to existing or past clients of the Company that exclude a financial transaction through the Company.

    4. RESTRAINT AFTER CONTRACTING PERIOD

    The Company has invested a substantial amount of time and effort to develop business relationships with its Clients. To protect the Company’s goodwill, the Contractor agrees that he/she will not in any Capacity (directly or indirectly) after the termination (including registration) of the Employment, on his own account or for any other person, firm, Company or business: I. Solicit, entice away, interfere or endeavour to solicit, entice away or interfere with any clients of the Company; or II. Employ, engage, solicit or entice away or endeavour to employ, engage, solicit or entice away from the Company any Contractor or Employee of the Company. III. Publish or communicate in any form to any audience, negative publicity about the company, directors and contractors. IV. Use any of the copyright sales or marketing material produced and supplied by Kick Media including similar or rewritten material that resembles Kick Media intellectual property.

    5. PRIVACY

    The Company will deal with all records of personal information as required by the Privacy Act. You agree to deal with all records of personal information, including client information as required by the Privacy Act.

    6. MISCELLANEOUS

    The legal relationship between the Company and the Contractor is that of principal and independent contractor and not that of employer and employee, partnership or joint venture.

    7. DISCLOSURE OF INFORMATION

    (a) The Contractor will not at any time either during the continuance of this Agreement or after the termination of this Agreement for any reason divulge any of the affairs or secrets of the Company or of any related body corporate of the Company within the meaning of the Corporation Act, to any other entity, person or persons without the previous consent in writing of the Company, nor use or attempt to use any information which the Contractor may acquire in the course of this Agreement in any manner and whether or not such conduct may injure or cause loss or be calculated to injure or cause loss to the Company, unless such publication or disclosure is made in the normal course of the Contractor’s employment.

    (b) The Contractor undertakes that the Contractor will not without the authority of the Company, communicate with or disclose to any member of the media or communicate to any person with the intention of where it could be reasonably believed, anticipated or expected that such information may be disclosed to the media any information of any nature whatsoever relating to the Company its clients or customers.

    (b) The Contractor agrees to disclose to their referred clients the relationship between The Company (Kick Media Brand) and their role as a licensed Agency Partner. The referred client will be informed that The Company will provide all production and fulfillment of digital services including client communication. The Contract at their discretion and hand over completed management to the Company or continue to be involved in meetings and ongoing relationship management. The Contractor can represent either their own existing Brand or the Company when dealing directly with their referred clients.

    8. LIABILITIES

    Mutual Indemnification. Both parties will, at their own expense, defend, indemnify, and hold the other, its agents, and employees harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, costs, and expenses, including attorney fees, arising out of or in connection with any use of the Program(s) of this Agreement.

    9. NO DISPARAGEMENT OR MISAPPROPRIATION.

    At no time (i.e., indefinitely) following the signing of this agreement shall the Client make any statements online or offline, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of the Company or commit any other action that could likely injure, hinder or interfere with the Agency’s business, business relationships or the Goodwill of the Agency.

    10. LICENSE GRANT

    The Company grants to the Contractor a non-exclusive, transferable License for the the Company services and specific purpose outlined in this Agreement, subject to the terms and conditions set out in this Agreement.

    11. EXECUTED AS A LICENSE AGREEMENT