Consultancy_Deed_Impetus_MedicalEthics v2_Signed

chunk 0 · 449 tokens

CONSULTANCY DEED PARTIES 1. IMPETUS ANIMAL WELFARE LTD ABN 54 660 772 547, an ACNC registered Australian not - for - profit entity ("Company"). 2. MEDICAL ETHICS PTY LTD ACN 606 628 353 of Level 27, 101 Collins Street, Melbourne Victoria 3122 ("Client"). RECITALS A. The Client has agreed to engage the Company and the Company has agreed to accept the appointment to provide the Services to the Client on the terms and conditions of this Deed. B. The Company has agreed to perform certain Services according to the terms and conditions of this Deed. OPERATIVE PROVISIONS 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Deed, unless the context requires otherwise: "Commencement Date" means the date set out in Item 3 of Schedule 1; "Client" means Medical Ethics Pty Ltd (ACN 606 628 353) and its subsidiaries and related companies; "Company" means Impetus Animal Welfare Ltd, an ACNC registered Australian not - for - profit entity; "Confidential Information" means information and material relating to either party which comes into the possession or knowledge of another party, whether orally, in writing or electronically, directly or indirectly, including strategic, corporate and financial information of either party and information relating to the business, customers, sales, marketing plans, intellectual property, know - how and operations of either party ; "Fees" means the fees payable to the Company as set out in Schedule 3 or other amount which may be determined and agreed by the parties in writing from time to time; "GST" means the goods and services tax payable under the GST Legislation; "GST Legislation" means A New Tax System (Goods and Services Tax) Act 1999 and related legislation passed by the Federal Government; "Indication" means a specific animal welfare use -

chunk 1 · 151 tokens

System (Goods and Services Tax) Act 1999 and related legislation passed by the Federal Government; "Indication" means a specific animal welfare use - case or application of the Product for which an assessment is to be performed under Schedule 2; "Insolvency Administration" means any form of external administration of the property of any person whether under the provisions of the Corporations Law, the Bankruptcy Act 1966 or any other similar legislation or otherwise including bankruptcy, winding up , liquidation, voluntary administration and the appointment of a receiver or a receiver and manager;

chunk 2 · 448 tokens

"Intellectual Property" means all forms of intellectual property rights throughout the world including copyright, registered patent, design, trademark and confidential information including know - how and trade secrets; "Manager" means the person described in Item 5 of Schedule 1; "Moral Rights" has the meaning given to it in the Copyright Amendment (Moral Rights) Act 2000 (Cth); "Product" means Tri - Solfen, a topical anaesthetic and antiseptic wound management product manufactured by the Client; "related company" has the meaning given to a related body corporate under the Corporations Act; "rights and claims" includes all rights, entitlements, claims, debts, actions, demands, suits, proceedings, liabilities, losses, sums of money, damages, expenses and costs; "Services" includes the services described in Schedule 2 and any additional or ancillary services agreed between the Company and the Client in writing from time to time; "Term" means the period from the Commencement Date until the Termination Date unless this Deed is extended by mutual agreement by the parties in writing or this Deed is otherwise terminated; and "Termination Date" means the date set out in Item 4 of Schedule 1. 1.2 Interpretation In this Deed unless the context otherwise requires: (a) the word "month" means calendar month and the word "year" means 12 months; (b) wherever "include" or any form of that word is used it must be construed as if it were followed by "without being limited to"; (c) the word "person" includes a natural person and any body or entity whether incorporated or not; (d) a reference to any statute or regulation includes any amendment, consolidation, re - enactment or replacement of it; and (e) a reference to any agency or body, if that agency or body ceases to exist or is

chunk 3 · 227 tokens

amendment, consolidation, re - enactment or replacement of it; and (e) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed, means the agency or body which performs most closely the functions of the defunct body. 2 SCOPE OF THIS DEED 2.1 Appointment of Company The Client appoints the Company and the Company accepts the appointment as a consultant to the Client to provide the Services for the Term and on the terms and conditions of this Deed. 2.2 Relationship between the Parties The parties acknowledge and agree that: (a) this Deed creates a relationship of principal and independent contractor; and (b) nothing in this Deed constitutes a relationship of partnership, employer and employee or principal and agent between the Client and the Company. 3 OBLIGATIONS OF THE COMPANY 3.1 Provision of Services

chunk 4 · 450 tokens

The Company: (a) must provide the Services to the Client in accordance with the terms and conditions of this Deed; (b) must cause th e Services to be performed personally and solely by the Company in accordance with the terms and conditions of this Deed; and (c) warrants that the Company has and will utilise the necessary skills, experience and expertise to perform the Services in accordance with the requirements of this Deed. 3.2 Standard of Performance The Company must perform the Services: (a) with due care, skill and diligence in a professional and ethical manner; (b) to the highest standard of skill and expertise practised by the Company ; and (c) to the satisfaction of the Manager and the Client. 3.3 Reporting and Compliance The Company must: (a) liaise with and report to the Manager and the Client in relation to all aspects of the Services; (b) comply with all reasonable guidelines and directions provided by the Manager and the Client in relation to the provision of the Services; (c) assume full responsibility for the supervision and daily direction and control of any consultants ; and (d) comply with all applicable laws, rules and regulations in force from time to time in respect of the provision of the Services including holding any licences, permits or approvals required to perform the Services. 3.4 Compliance with Policies The Company, its officers and employees, must at all times when upon premises occupied by the Client, observe and comply with all rules or policies relating to those premises or the Client including policies relating to: (a) occupational health and safety; (b) discrimination and harassment; (c) security; (d) privacy; and (e) use of the facilities of the Client. 3.5 Additional Obligations In performing the Services, the Company must not: (a)

chunk 5 · 175 tokens

) security; (d) privacy; and (e) use of the facilities of the Client. 3.5 Additional Obligations In performing the Services, the Company must not: (a) create any liability against the Client in any way or for any purpose, beyond the written authority levels granted to the Company by the Manager or the Client; (b) purport to bind the Client to a contract in the name of the Client or hold themselves out in any way to bind the Client, beyond the written authority levels granted to the Company by the Manager or the Client; (c) advertise, publish or release information to the public, media or any third party concerning the operations of the Client without the prior written consent of the Client;

chunk 6 · 448 tokens

(d) make any false or misleading representations in respect of the Client or any products, systems or services marketed by or for the Client; or (e) generally behave in any way which would be unlawful or unethical or be harmful to the goodwill or name of the Client as reasonably determined by the Manager. 4 CONSULTANCY FEES AND EXPENSES 4.1 Payment of Fees In consideration of and subject to the Company providing the Services to the Client, the Client will pay the Fees to the Company in the manner set out in Schedule 3. 4.2 GST The parties acknowledge and agree that, for Australian entities, Fees are inclusive of GST. 4.3 Expenses Reimbursed by the Client The Client will reimburse the Company for all reasonable expenses properly incurred by the Company in performing the Services, provided that the Company: (a) obtains consent from the Manager prior to incurring any such expenses greater than the amount set out in Item 6 of Schedule 1; (b) provides the Client with all records or receipts verifying that all such expenses have been incurred in the performance of the Services, regardless of the amount of those expenses; and (c) promptly provides the Client with a tax invoice in an approved form for GST purposes, for all expenses greater than $100. 4.4 Costs Payable by the Company The Company will be responsible for the cost and provision or maintenance of any mobile telephone or motor vehicle which is used by the Company when providing the Services. 5 CONFLICTS OF INTEREST 5.1 Warranty by Company The Company warrants that they are not aware of any conflict of interest existing or likely to arise in the provision of the Services to the Client. 5.2 Conflict Resolution If the Company become s aware that an actual or potential conflict of interest arises in the course of

chunk 7 · 164 tokens

Services to the Client. 5.2 Conflict Resolution If the Company become s aware that an actual or potential conflict of interest arises in the course of providing the Services: (a) the Company must immediately notify the Manager in writing of the existence, nature and extent of such conflict; (b) the Company must consult with the Manager to develop a proposal for managing or resolving the conflict on terms and conditions reasonably imposed or approved in writing by the Manager; and (c) if the parties are unable to agree on such a proposal, the Company must cease any such work to the extent reasonably requested by the Client. 6 CONFIDENTIAL INFORMATION

chunk 8 · 449 tokens

6.1 Confidentiality Subject to clause 6.2, each party warrants that during the Term and at all times after that, they will not disclose any Confidential Information either directly or indirectly, knowingly or inadvertently, to any third party. 6.2 Exceptions to Confidentiality A party may only disclose Confidential Information if: (a) such disclosure is required in the course of providing the Services and the person or party to whom the Confidential Information is disclosed warrants not to disclose the Confidential Information in accordance with clause 6.1; (b) that party obtains the prior written consent of the party who is the owner of the Confidential Information; (c) that part of the Confidential Information which is to be disclosed is available in the public domain (other than as a result of a breach by the Company of this Deed); or (d) the disclosure is required by law. 6.3 Return of Confidential Information On termination of this Deed, each party must immediately return all Confidential Information which is the property of the other party and which is in the first party's possession or control, to the party who is the owner of the Confidential Information. 6.4 Uncertainty If the Company is uncertain about whether information is Confidential Information, or lawfully within the public domain, the information is taken to be Confidential Information unless the Company is advised by the Client in writing that the information is not Confidential Information. 7 INTELLECTUAL PROPERTY AND MORAL RIGHTS 7.1 Ownership of Intellectual Property The parties acknowledge and agree that the following provisions apply in respect of ownership of Intellectual Property: (a) if the Client makes available or introduces any of the Client's Intellectual Property during the Term, then all

chunk 9 · 298 tokens

wnership of Intellectual Property: (a) if the Client makes available or introduces any of the Client's Intellectual Property during the Term, then all rights to that Intellectual Property will remain the sole property of the Client; (b) if the Company makes available or introduces any of the Company's Intellectual Property during the Term, then all rights to that original Intellectual Property will remain the sole property of the Company; and 7.2 Assignment of Intellectual Property (a) The Company presently assign to the Client all existing and future Intellectual Property rights in all reports or output materials created related to the Client , developed or generated by the Company as a result of the provision of the Services (whether alone or with the Client, its employees or contractors) for use by the Client. (b) The Client recognises the Company will retain any Intellectual Property existing or future in all models, frameworks, and programs developed during the process . The Company recognises that only publicly available/anonymised data can be retained and used freely, and written Client approval is required for any other data . 7.3 Copyright – Waiver of Moral Rights

chunk 10 · 450 tokens

The Company waves moral rights to works assigned to the Client under clause 7.2 (a) only . 7.4 Further Assurances All parties to this Deed will execute all documents and do all acts and things required to secure any Intellectual Property rights to the owner of such rights and where necessary, will procure any employee, agent or subcontractor to do the same. 8 RESTRICTIVE COVENANT 8.1 Acknowledgement The Company acknowledge s and agree s that the restrictive covenants contained in this clause 8 are reasonable and necessary for the protection of the goodwill and business interests of the Client. 8.2 Restrictive Covenant Except as agreed in writing by the Client for the purpose of performing the Services, the Company must not during the Term market, sell or promote in any manner any products or services that are directly competitive with the Product to members or clients o f the Client who are introduced to the Company by the Client or are known by the Company to be members or clients of the Client. 9 INSURANCE 9.1 Insurance Policies The Company must hold and keep current during the Term, at the Company's own cost, all necessary and adequate insurances including public liability insurance, professional indemnity insurance and any other insurances required by law or regarded as sound co mmercial practice. 9.2 Proof of Currency On request from the Client, the Company must provide the Client with proof of currency of any insurance policy referred to in clause 9.1. 10 LIABILITY AND INDEMNITY The Company guarantees the performance of the Services generally and guarantees the performance of the Services and agrees: (a) that it will be liable to the Client for any loss, cost, expense or damage suffered by the Client arising by reason of the failure of the Company to perform their

chunk 11 · 148 tokens

be liable to the Client for any loss, cost, expense or damage suffered by the Client arising by reason of the failure of the Company to perform their obligations under this Deed; and (b) to indemnify and keep indemnified the Client against any and all rights and claims suffered or incurred by the Client arising directly or indirectly from or related to the provision of the Services including: (i) any breach or non - observance by the Company of any term or condition of this Deed; or (ii) any breach or inaccuracy in any of the Company's representations or warranties given under this Deed.

chunk 12 · 449 tokens

11 ESSENTIAL TERMS The Company acknowledge s and agree s that clauses 3.4, 3.5, 5.1, 6.1, 7 and 8 are essential terms of this Deed. 12 TERMINATION 12.1 Termination on Notice Either party may terminate this Deed by giving the other party 1 month's written notice of termination. 12.2 Termination on Default The Client may in its sole discretion, terminate this Deed immediately on written notice to the Company if at any time: (a) the Company breach es any essential term of this Deed; (b) the Company commit s any breach of any provision of this Deed and such breach is not rectified within 10 Business Days after receipt of written notice from the Client requiring the breach to be rectified; (c) the Company becomes or threatens to become or in the reasonable opinion of the Client, is in jeopardy of becoming subject to any form of Insolvency Administration ; or ( d ) the Company perform the Services in a manner which, in the reasonable opinion of the Client, is substantially below the reasonable technical, commercial, ethical standards or business expectations of the Client. 12.3 Payments on Termination If the Client terminates this Deed for a reason specified in clause 12.2, the Client will not be obliged to make any payments to the Company other than to pay: (a) any outstanding Fees calculated pro - rata on the basis of the number of days worked for the Client up to the date of termination; and (b) the unpaid balance of any reimbursable expenses outstanding on the date of termination. 12.4 Survival of Terms The Company acknowledge s and agree s that clauses 6, 7 and 10 survive termination of this Deed. 13 DISPUTE RESOLUTION 13.1 Dispute Procedure If a dispute arises out of or relates to this Deed, a party must not commence any court or arbitration proceedings relating to the

chunk 13 · 148 tokens

1 Dispute Procedure If a dispute arises out of or relates to this Deed, a party must not commence any court or arbitration proceedings relating to the dispute unless it has complied with the following paragraphs: (a) the party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute; (b) on receipt of that notice by that other party, the parties must endeavour in good faith to resolve the dispute using informal dispute resolution techniques such as mediation, expert evaluation, arbitration or similar techniques agreed by them;

chunk 14 · 450 tokens

(c) if the parties do not agree within 5 Business Days of receipt of the notice (or such further period as the parties agree in writing) as to: (i) the dispute resolution technique and procedures to be adopted; (ii) the timetable for all steps in those procedures; and (iii) the selection and compensation of the independent person required for such technique, the parties must mediate the dispute in accordance with the Mediation Rules of the Law Society of New South Wales and the President of the Law Society of New South Wales or the President's nominee will select the mediator and determine the mediator's remun eration. 13.2 Continued Performance Notwithstanding the existence of a dispute, the parties will continue to perform this Deed. 13.3 Other Proceedings Nothing in this Deed will prejudice the right of a party to institute proceedings to enforce payment due under this Deed or to seek urgent injunctive or declaratory relief in respect of a dispute or any matter arising under this Deed. 14 GENERAL 14.1 Notices Service of any notice under or relating to this Deed will be deemed to be served: (a) if delivered personally to the party to be served; (b) if left at or sent by pre - paid registered post to: (i) the address of the party to be served as set out in the description of that party at the beginning of this Deed and in Schedule 1; (ii) the last known place of business of the party to be served; or (iii) the registered office of any party to be served, and in the case of posting such notice will be deemed to have been served 2 Business Days after such notice has been posted; or (c) if sent by email to the last known email address of the party to be served and will be deemed to have been served on the date of confirmed receipt. 14.2 Business Day A Business Day means a

chunk 15 · 220 tokens

il address of the party to be served and will be deemed to have been served on the date of confirmed receipt. 14.2 Business Day A Business Day means a day other than a Saturday, Sunday, public holiday or bank holiday in Sydney and if something is to be done on a day which is not a Business Day then that thing must be done on the next or following Business Day. 14.3 Governing Law and Jurisdiction This Deed is governed by and must be construed in accordance with the laws of the State of New South Wales. The parties submit to the non - exclusive jurisdiction of the Courts of that State and the Commonwealth of Australia in respect of all matters or thin gs arising out of this Deed. 14.4 Entire Deed This Deed contains the entire understanding between the parties concerning the subject matter of this Deed and supersedes all prior communications between the parties. Each party

chunk 16 · 189 tokens

Name and Title (please print) SIGNED for and on behalf of Medical Ethics Pty Ltd ACN 606 628 353 by its authorised representative in the presence of: _______________________________ Witness _______________________________ Date Authorised RepresentativeAllan Giffard Managing Director Date 23/03/2026 SCHEDULE 1 DETAILS Item 1 The Company Impetus Animal Welfare Ltd ACNC Registered Australian not - for - profit entity Item 2 Commencement Date On signing of contract Item 3 Termination Date Upon completion of all Indications assessed under Schedule 2, or on 1 month's written notice by either party. Item 4 Manager Chantalle Elliott Item 5 Expenses Cap Expenses subject to prior written approval by the Manager

chunk 17 · 365 tokens

n notice by either party. Item 4 Manager Chantalle Elliott Item 5 Expenses Cap Expenses subject to prior written approval by the Manager SCHEDULE 2 SERVICES Part A – Welfare Impact Assessment (Impetus Animal Welfare Ltd) The Company will produce a structured, evidence - based assessment of the animal welfare impact of Tri - Solfen for each agreed Indication. Each assessment will: (a) review available scientific and industry literature relevant to the Indication; (b) assess the welfare significance of pain and injury associated with the Indication and the welfare benefit conferred by use of the Product; (c) apply a recognised welfare assessment framework acceptable to the Client; (d) perform a cost benefit analysis of the Product; and ( e ) produce a written report for each Indication in a format agreed with the Manager, suitable for regulatory, industry and consumer facing use. Stop - Go Review: Following completion of assessments for the first two (2) Indications, the Client will review outputs against its requirements and expectations. Continuation of assessments for subsequent Indications is conditional upon the Client's written confirmation that outputs meet requirements and expectations. The initial Indications to be assessed are as agreed between the parties in writing prior to the Commencement Date. Additional Indications may be added by written agreement of the parties.

chunk 18 · 380 tokens

re as agreed between the parties in writing prior to the Commencement Date. Additional Indications may be added by written agreement of the parties. SCHEDULE 3 FEES The fees payable by the Client to the Company for the Services are structured as follows: Milestone Trigger Amount (AUD, incl. GST) Commencement Fee Payable upon execution of this Deed AUD $15,000 Stop - Go Milestone Payable upon completion of assessments for the first two (2) Indications, provided outputs meet the Client's requirements and expectations AUD $15,000 Per Subsequent Indication Payable upon completion of each subsequent Indication assessment (beyond the first two), provided outputs meet the Client's requirements and expectations for each such Indication AUD $15,000 per Indication Payment Terms: Each invoice is payable within 14 days of issue. The Company must provide a valid tax invoice to the Client for each milestone payment. All amounts are stated in Australian dollars and are GST inclusive . Requirements and Expectations: For the purpose of Schedule 3, outputs are deemed to meet the Client's "requirements and expectations" if they are delivered in the agreed format, are scientifically sound, address the relevant Indication in sufficient depth, and are accepted in writing by the Manager. Where the Client does not accept an output, the Manager must provide written reasons within 14 days of delivery and the Company will have 14 days to revise and resubmit.