Independent Professional Agreement

Entity Solutions (NZ) Limited (ESNZ)

NZCN 2490922

Ramkiran Pratap
Independent Professional

Terms

Introduction

A. ESNZ is a professional services company that provides a range of support

services including billing, management and related services to companies such as
the Client and the Independent Professional.

B. The Independent Professional is a sole trader providing consultancy services to

companies such as the client.

C. The Client is a client of ESNZ who wishes the Independent Professional to provide
the consultancy services.

D. The Independent Professional has agreed to be engaged by ESNZ to provide the

consultancy services on the terms and conditions set out in this Agreement.

It is agreed

1. Appointment

1.1. Term

The Independent Professional’s appointment will commence on the

Commencement Date and will conclude on the Expiry Date, as specified in Part 2
of the Schedule. The parties may extend the term of this Agreement by written
agreement between the parties.

1.2. Nature of Appointment

(a) The Independent Professional is appointed by ESNZ as an independent

professional as required by the Client. This Agreement does not create a
relationship between the Independent Professional (or the Nominated
Person) and either the Client or ESNZ of employer and employee, principal
and agent, partners or joint venturers.

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 (b) For the avoidance of doubt the Independent Professional will not receive
or be entitled to receive from ESNZ any employment benefits which
employees generally have, for example superannuation, notice of
termination, redundancy, personal, holiday, maternity (paid or unpaid),
parental (paid or unpaid), or long service leave or any other minimum
employment entitlements as prescribed in the Employment Relations Act
2000 or the Holidays Act 2003 and all amendments, consolidations and
replacements thereof.

2. Performance of Services

2.1. Nature of Performance

(a) The Independent Professional will perform and ensure that the Nominated
Person performs the Services as set out in Part 1 of the Schedule, when
requested by ESNZ and the Client, in accordance with all applicable laws
and to the best of its skill and knowledge and at all times acting in good
faith.

(b) The Independent Professional shall:

(i) make good any unsatisfactory Services performed, including the

rectification of defects in the performance of the Services at no
further cost to the Client or ESNZ; and

(ii) immediately notify ESNZ of any activity he or she is involved in

which may create a conflict of interest with the duties it owes ESNZ
and/or the Client.
2.2. Facilities

(a) The Independent Professional may be provided with access to facilities of

the Client, equipment and staff resources as the parties mutually agree as
being reasonable and necessary for the Independent Professional to
perform the Services.

(b) The Independent Professional may also be required to provide equipment

in order to perform the Services as directed by the Client at no further
cost to the Client or ESNZ.

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2.3. Location

(a) On the first day of the Term the Independent Professional will report to
the premises of the Client at the location specified in Part 5 of the
Schedule as directed by the Client.

(b) The Independent Professional will provide the Consultancy Services as

directed by the Client at the location specified in Item 5 of the Schedule.

2.4. Liability and Indemnity

The Independent Professional will be liable and agrees to indemnify ESNZ for all
loss, cost, expense, claim or consequence incurred by ESNZ arising in the course
of or as a direct or indirect result of performing the Services where the
Independent Professional has committed a malicious, dishonest or fraudulent act
or omission or a wilful violation of law.

2.5. Hours

The Independent Professional must perform the Services during the Service
Hours set out in Part 3 of the Schedule.

3. Remuneration

3.1. Invoicing

(a) The Independent Professional must provide to ESNZ, within the specified
time frame, documentation evidencing the time spent providing the
Services periodically, as detailed in Part 9 of the Schedule.

(b) The Independent Professional will invoice ESNZ periodically via a correctly
tendered Tax Invoice, as detailed in Part 9 of the Schedule for the
Services provided.

3.2. Payment

(a) ESNZ will pay the Independent Professional the Independent Professional
Fee as specified in Part 6 of the Schedule upon receipt of cleared funds
from the Client (unless otherwise specified in Part 9 of the Schedule) as
full payment for performance of the Services. Subject to any law to the
contrary, ESNZ is not required to make any payment to the Independent
Professional until ESNZ has received the relevant cleared funds from the
Client.

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 (b) The Independent Professional acknowledges that:

(i) the Independent Professional was solely and directly involved in the
negotiation of the fee with the Client and is satisfied with, and
agreed to, the Independent Professional Fee;

(ii) an independent professional relationship between the parties

properly represents the nature of its relationship and the services
provided by the Independent Professional to the Client;

(iii) that the Independent Professional has freely entered into this
arrangement;

(iv) the Independent Professional Fee constitutes full payment to the

Independent Professional in exchange for providing the services
and

(v) the Independent Professional’s failure to adhere to the obligations

regarding the submission of timesheets and correctly tendered Tax
Invoices, as set out in clause 3.1(a) and (b) and Part 9, may affect
payment to the Independent Professional of the Independent
Professional Fee.

4. GST

4.1. In this Agreement, the terms Recipient, Taxable Supply and Tax Invoice have the
meaning ascribed to those terms in the Goods and Services Tax Act 1985 (GST
Act)

(a) Adjustment Note means a ‘credit note’ or ‘debit note’, as applicable, as

those terms are defined in the GST Act;

(b) GST means goods and services tax charged under the GST Act.

4.2. Unless otherwise expressly stated, all amounts stated under this Agreement are
expressed to be exclusive of GST. If GST is payable on a Taxable Supply the price
payable for that Taxable Supply will be the amount expressed in this Agreement
plus an amount equal to the amount of GST payable on the relevant Taxable
Supply (the GST Amount).

4.3. No payment of the GST Amount is required until the party that will collect the
GST has provided a Tax Invoice or Adjustment Note, as the case may be, to the
party that is to pay the GST.

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5. Taxes and Insurance

5.1. Unless otherwise specified in this Agreement, the Independent Professional will
pay or cause to be paid when due and payable all of the Taxes.

5.2. If ESNZ forms a view or obtains advice to the effect that it may or has become
liable for payment of any of the Taxes, including PAYE, or is otherwise required to
deduct the Taxes from amounts owing to the Independent Professional, ESNZ
may deduct the amount of its liability or prospective liability for the Taxes from
any amount due by ESNZ to the Independent Professional.

5.3. ESNZ shall maintain adequate professional indemnity and public liability insurance
for the Independent Professional.

5.4. ESNZ shall provide additional ESNZ Services as specified in Part 10 of the
schedule.

6. Confidentiality

6.1. The Independent Professional shall not, except in the proper course of the
Services or as permitted by the Client, disclose, utilise or reveal to any person or
make use of any Confidential Information.

6.2. The Independent Professional shall not discuss, disclose or reveal to any person
the management fee structure, amount or percentage payable, deducted and/or
packaged by ESNZ as they acknowledge that this is confidential information and
agree that it should remain private between the Independent Professional and
ESNZ.

6.3. Upon expiration or termination of this Agreement, the Independent Professional

shall return any Confidential Information or trade secrets in the Independent
Professional’s possession to the Client or, where appropriate, to ESNZ.

6.4. The Independent Professional’s obligations under this clause 6 will survive the
termination of this Agreement.

6.5. The Independent Professional agrees to execute any additional confidentiality

agreements as directed by the Client.

7. Intellectual Property Rights

The Independent Professional irrevocably assigns to the Client their entire right,
title and interest in and to any intellectual property rights which the Independent

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 Professional bring into being, develop or improve during the course of this
Agreement.

8. Termination

8.1. This Agreement will automatically terminate on the Expiry Date.

8.2. ESNZ may at any time before the Expiry Date terminate this Agreement without
notice if:

(a) the Independent Professional breaches a material provision of this

Agreement;

(b) the Client ceases to require ESNZ or the Independent Professional’s

services; or

(c) the Client otherwise refuses to allow the Independent Professional to

continue providing the Services.

8.3. Notice

Either party may at any time and for whatever reason terminate this Agreement
by giving the other no less than the amount of notice (or payment in lieu)
contained in Part 7 of the Schedule.

8.4. Restraint

(a) In order to protect the interests and goodwill of the Client, the
Independent Professional undertakes that they will not, without the
written consent of the Client, either during or for a period of 6 months
after the termination of this Agreement, undertake work for any client for
whom he or she undertook work for pursuant to this Agreement at any
time during the 12 months immediately preceding the termination of this
Agreement.

(b) The above clause 8.4(a) shall not apply in circumstances where the
Client’s client had previously engaged the Independent Professional to
provide services to it of a similar kind to those provided by the
Independent Professional in accordance with this Agreement.

(c) The Independent Professional is not prohibited performing work pursuant

to other contracts during the course of this Agreement, provided any such
contract does not cause a conflict of interest with its obligations owed to

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 the Client or ESNZ, or otherwise interferes in the provision of the Services.
Where acceptance of another contract may potentially result in a conflict
of interest or interference in the provision of the Services, the
Independent Professional must obtain written approval from the Client
and/or ESNZ.

9. Policies

9.1. The Independent Professional acknowledges that he or she has been provided
with a copy of ESNZ’s workplace policies and procedures including its Health and
Safety Policies.

9.2. The Independent Professional acknowledges that he or she will carefully review
and adhere to any policies and procedures provided by both ESNZ and the Client
at all times for the duration of this Agreement.

10. Occupational Health and Safety

10.1. ESNZ shall not be liable for any injury, damage or loss sustained by the
Independent Professional, or damage or loss sustained by the Client caused by
the Independent Professional in performing the Services, not otherwise covered
by ESNZ’s public liability insurance coverage.

10.2. The Independent Professional shall notify ESNZ immediately of any workplace
injury or any other risk to health and safety the Independent Professional has
raised with the Client which has not adequately been dealt with.

11. Severance

If any part of this Agreement is invalid or unenforceable, the remainder of this

Agreement shall continue in full force, as if the Agreement does not contain such
part.

12. Assignment

The rights and obligations of the Independent Professional under this Agreement
cannot be assigned, changed or otherwise dealt with other than in accordance
with this Agreement, without the prior written consent of ESNZ.

13. Governing Law

13.1. This Agreement is governed by the laws of New Zealand.

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14. Supplier Code of Ethics

ENZ and ESNZ’s Client is committed to conducting its business free from
unlawful, unethical or fraudulent activity. The Independent Professional must act
in a manner consistent with the ethical and professional standards of ESNZ and
ESNZ’s Client set forth in ESNZ’s Code of Business Ethics. This includes acting in
a manner consistent with Customer’s position as a signatory of the United Nations
Global Compact (UNGC), respecting the Ten Principles of the UNGC. The
standards of ESNZ’s Client’s Code of Business Ethics also include promptly
reporting unlawful, fraudulent or unethical conduct. ESNZ’s Client has established
reporting mechanisms and prohibits retaliation or other adverse action for
reporting such conduct. A copy of ESNZ’s Client Code of Business Ethics can be
found at the following address:

http://www.accenture.com/Global/About_Accenture/Corporate_Governance/Code
Program.html

The Ten Principles of the UNGC can be found at the following address:
http://www.unglobalcompact.org/AboutTheGC/TheTenPrinciples/index.html

15. General Anti-Corruption and Compliance with Law

(a) The Independent Professional represents and warrants that it is aware of,
understands, has complied with, and will comply with, all applicable U.S.
and foreign anti-corruption laws, including without limitation, the U.S.
Foreign Corrupt Practices Act (“FCPA”) and U.K. Bribery Act (all of the
foregoing referred to as the “Anti-Corruption Laws”).

(b) The Independent Professional will comply with applicable laws, rules,
ordinances and regulations of the United States and the state designated
in the governing law provision below, and with any other jurisdiction in
which it acts. In no event shall the Independent Professional be obligated
under this Agreement to take any action that it believes, in good faith,
would cause it to be in violation of any laws, rules, ordinances or
regulations applicable to it.

16. Audit Rights

During the term of this Agreement and for a period of three (3) years thereafter,
ESNZ shall have the right, at its expense, to audit the books and records of the
Independent Professional related to its activities on behalf of or in connection with

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 ESNZ or ESNZ’s Client, including all charges made and services performed by the
Independent Professional pursuant to this Agreement and payments (whether in
kind or in cash) made by the Independent Professional for or on behalf of ESNZ.

17. General

The Independent Professional will ensure that it will have the following
requirements completed in the time frames required by ESNZ and ESNZ’s Client;

(a) Background Check;

(b) IP Deed Poll signed by the Independent Professional before
commencement of Services; and
(c) Non-Disclosure Agreement signed by the Independent Professional before
commencement of Services.

18. Interpretation

In this Agreement, unless otherwise indicated by the context:

(a) Agreement means this agreement, as amended from time to time, and
any Schedules thereto;

(b) Independent professional is a business which provides goods or services to

another entity under terms specified in a contract or within an agreement.
Unlike an employee, an independent professional does not work regularly
for an employer but works as and when required;

(c) Client is the client of ESNZ to whom the Independent Professional is to

provide the Services. The client may be:

(i) an organisation to whom the Independent Professional will directly

provide the services; or

(ii) a recruitment agency who may require the Independent

Professional to provide the services to its clients. In such a case,
the recruitment agency may be involved in the introduction,
engagement and ongoing management of any Services provided to
their end-clients. Any additional terms of engagement specified by
the recruitment agency may be set out in Part 11 of the Schedule.

(d) Confidential Information means any information obtained by either party

during the course of the Independent Professional’s engagement including
(but not limited to) the commercial arrangements, equipment or affairs of

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 ESNZ and the Client, client, customer or mailing lists of ESNZ or its
clients, any and all information concerning the Client as obtained by the
Independent Professional during the course of providing the Services, any
information received by a party marked ‘confidential’ or otherwise verbally
identified as confidential prior to reduction into writing and the terms of
this Agreement. Confidential Information however excludes any
information which is in the public domain;

(e) Intellectual Property Rights means any and all intellectual and industrial
property rights throughout the world, including but not limited to all rights
comprised in any copyright (including future copyright and rights in the
nature of or analogous to copyright) patent, design, trade mark, circuit
layout whether at common law or conferred by statute, whether or not
now existing, and whether registered or registrable and including any
rights to apply for registration, and rights to protect trade secrets, know-
how, goodwill or Confidential Information for the full period of such rights
and any renewals or extensions;

(f) Taxes includes all withholding taxes, charge amounts and fringe benefits
taxes imposed by any Governmental authority on or arising out of or in
relation to the relationships between ESNZ, the Independent Professional,
and the Client.

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 Schedule
PART 1

Services

The Services include the following:

 RTR Consultant AU/NZ -2

PART 2

Term (clause 1.1): Commencement Date: 14 August 2017

Expiry Date: 31 May 2018, or as otherwise

extended in accordance with Clause
1.1.
PART 3

Service Hours during a business day (not a Saturday, Sunday or public holiday):
As per Client’s business needs

PART 4

Is the Independent Professional required to provide equipment? No

Equipment required to be provided by the Independent Professional: Not Applicable

PART 5

Location(s) at which the services will be provided:

Jacobs Douwe Egberts - Level 1, 924 Pacific Highway, Gordon, NSW 2072 Australia
And
JDE Project Kauri Office, Level 1, 318 Ti Rakau Drive, Burswood, AKL 2013 NZ

PART 6

Independent Professional Fee: $835.00 per day, to be paid by ESNZ via EFT into an
account nominated by the Independent Professional upon receipt of cleared funds from
the Client.

Approved Expenses: Where approved

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PART 7

Notice required to be given by either party for termination without cause: 10 business
days reciprocal

PART 8

Jurisdiction: NEW ZEALAND

PART 9

Requirements for the submission of timesheets: Weekly, via electronic time card through
IQN

Requirements for the submission of a correctly tendered Tax Invoice: Weekly, via email

Pay Cycle: Weekly

Invoicing time: Weekly

PART 10

ESNZ Services:

 Professional Indemnity and Public Liability Insurance coverage (see clause 5).
 Time-sheet and invoice management

PART 11

Special requirements and/or conditions: Not Applicable

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Executed as an agreement on 8 August 2017

EXECUTED for and on behalf of EXECUTED for and on behalf of Ramkiran

ENTITY SOLUTIONS (NZ) LIMITED Pratap
(NZCN 2490922) by its authorised
representative:

______________________________ ______________________________
Signature of Authorised Representative Signature of Independent Professional

Dylan Taylor-Edwards
______________________________
Name of Authorised Representative

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