Subcontractor Onboarding

11.3 Currency and notification

The Subcontractor must ensure that:

1. all insurances required under clauses 11.1 are certified, at all times, by the insurer as current;
2. it does not (whether by act or omission) do, or allow any thing, that invalidates or reduces the extent to which it is afforded cover under such insurances; and
3. a copy of the certificates of currency for such insurances are promptly provided to Living Well Care Support upon request.

13. Confidentiality and announcements

13.1 Confidentiality

1. The Subcontractor agrees to ensure that in the provision of the Home Care Services, that the Confidential Information is kept confidential and must ensure such Confidential Information is used solely for the purposes of performing its obligations under this Agreement.
2. Without limiting the generality of clause 13.1(a), the Subcontractor must ensure that any information provided by Living Well Care Support or otherwise collected by the Subcontractor in relation to the Home Care Services, is kept in strict confidence and is used only the purposes of this Agreement.
3. The Subcontractor must not:
1. directly or indirectly divulge or communicate or otherwise disclose the Confidential Information, in whole or part, to any third party; or
2. use of any of the Confidential Information for any purpose other than exercising its rights or fulfilling its obligations under this Agreement, without the express prior written consent of Living Well Care Support.
4. The Subcontractor must take all precautions that are reasonably necessary to prevent any unauthorised disclosure of the Confidential Information to third parties, or unauthorised use of such Confidential Information and shall inform Living Well Care Support of any suspected or actual unauthorised disclosure or use of such Confidential Information.
5. The Subcontractor will not be in breach of its obligations with respect to disclosure of the Confidential Information if it discloses information that:
1. is, or subsequently enters, the public domain, other than through a breach by it of its obligations under this clause 13;
2. it is required to disclose by statute, court order or a person acting under the authority of statute or such order or under the rules or regulations of any stock exchange on which the Subcontractor’s securities are quoted;
3. was developed independently by it without the use of any of the Confidential Information and the Subcontractor provides Living Well Care Support evidence of the independent development of such information to Living Well Care Support’s reasonable satisfaction; or
4. was provided to it by a third party who was not subject to any obligation or duty of confidentiality at the time it was provided to the Subcontractor and the Subcontractor provides Living Well Care Support evidence of such provision by a third party to Living Well Care Support’s reasonable satisfaction.

14. General relationship

14.1 Parties are independent

The business of Living Well Care Support is independent from the business of the Subcontractor and this Agreement does not constitute, and shall not be interpreted as, an agency, partnership or joint venture between Living Well Care Support and the Subcontractor.

14.2 Unauthorised representations

The Subcontractor must not represent that it has the authority to act on behalf of Living Well Care Support (except as expressly permitted by Living Well Care Support in writing in relation to the provision of the Home Care Services) either in the capacity as a partner or agent, or that either party is a joint venturer, employer or fiduciary of the other.

15.3 Termination generally

Either party may terminate this Agreement with immediate or later effect by giving written notice to the other party if

1. that other party breaches any material term of this Agreement not capable of remedy;
2. that other party breaches any material term of this Agreement capable of remedy and fails to remedy the breach within fourteen (14) days after receiving written notice requiring it to do so;or
3. that other party becomes Insolvent except to the extent such right cannot be enforced due to the operation of sections 415D, 434J or 451E of the Corporations Act

15.4 Termination for convenience

Living Well Care Support my terminate all or part of this Agreement for convenience upon one (1) months prior written notice to the other party.

15.5 Obligations upon termination

Upon termination or expiration of this Agreement

(a) the Subcontractor must promptly, unless otherwise permitted by Living Well Care Support, take all necessary steps to ensure it and its Personnel

1. vacate the Premises;
2. remove any and all of its equipment or other belongings from the Premises
3. provide to Living Well Care Support all copies of all records and other such documents relating to the provision of the Home Care Services to a Consumer under each Home Care Agreement; and

(b) the Subcontractor must either

1. deliver to Living Well Care Support; or
2. at Living Well Care Support’s option, irretrievably destroy and satisfy Living Well Care Support in writing concerning such destruction,

all Confidential Information in its possession, custody or control.

15.6 Accrued rights

Any termination or expiration of this Agreement for whatever reason will not affect or prejudice any accrued rights or claims of the parties under this Agreement.

15.7 Survival

The provisions of clauses 1 (Definitions); 2 (Interpretation); 5 (Subcontractor’s Personnel); 9 (Non-solicitation); 10 (Audit); 11 (Insurance); 12 (Warranty and indemnity); 13 (Confidentiality and announcements); 15.5 (Obligations on termination); 15.6 (Accrued rights); 15.7 (Survival); 16 (Notice); 17 (Dispute resolution); 18 (General conditions) and any other provisions expressed or implied to operate or to have effect after termination shall survive termination of this Agreement.

16. Notice

16.1 Form of notice

Notice must be in writing and in English, and may be given by an authorised representative of the sender.

16.2 How notice may be given

Notice may be given to a person:

1. personally;
2. by sending it by pre-paid mail to the person's address last notified;
3. by sending it by electronic mail to the person's electronic mail address last notified.

16.3 When is notice received

1. Notice is deemed to be received by a person:
1. when delivered to the person;
2. if sent by pre-paid mail, three (3) Business Days after posting; and
3. if sent by electronic mail, at the time and on the day shown in the sender's server, if it shows that the notice was sent or otherwise routed to the person's electronic address or server last notified, and has not been rejected or returned by such server.
2. However, if the notice is deemed to be received on a day which is not a Business Day or after 5.00pm on a Business Day, it is deemed to be received at 9.00am on the next Business Day.

17. Dispute resolution

17.1 Dispute

If a dispute arises between the parties in connection with this Agreement (Dispute), it must be resolved in accordance with the dispute resolution procedure in this clause 17.

17.2 Interpretation

In this clause 17, unless the context otherwise requires:

1. Dispute has the meaning given to that term in clause 17.1.
2. Dispute Notice has the meaning given to that term in clause 17.3.

17.3 Dispute Notice

1. A party wishing to resolve a Dispute must give notice in writing to the other party specifying reasonable details of the Dispute and requiring resolution of the Dispute by the parties under this clause 17 (Dispute Notice).
2. The Dispute Notice must state that a Dispute has arisen and identify the matters in Dispute.

17.4 Good faith discussions

1. Within five (5) Business Days after the date on which a Dispute Notice is given, each party must appoint a senior employee of that party authorised to meet and promptly engage in good faith discussions with the objective of resolving the Dispute by agreement.
2. If after a period of ten (10) Business Days after the date on which a Dispute Notice is given, the Disputing Parties' appointees have not been able to meet and resolve the Dispute either party may refer the Dispute to mediation in accordance with the provisions of clause 17.5.

17.5 Mediation

1. Any of the Disputing Parties may start mediation by serving a notice to that effect on the other Disputing Parties (Mediation Notice). The Mediation Notice must state that a Dispute has arisen and identify the matters in dispute.
2. The Disputing Parties must jointly appoint a mediator within fourteen (14) days of the service of the Mediation Notice failing which a mediator is to be appointed by the then President of the Resolution Institute (or his or her representative) on the application of any of the Disputing Parties.
3. The mediation must be conducted in accordance with the Resolution Institute Mediation Rules.
4. If the Dispute is not resolved within twenty (20) Business Days after the mediator has been appointed, or any other time to which the Disputing Parties agree in writing, the mediation ceases.
5. The Disputing Parties must pay and bear an equal share of the mediator’s costs.

17.6 Legal proceedings

1. Subject to clause 17.6(b), no party may commence any legal, administrative or other action or proceedings in relation to any Dispute without having first referred the Dispute for mediation by a mediator, in accordance with the above provisions of this clause 17.
2. Should any party reasonably consider that injunctive, declaratory or other interlocutory relief or specific performance against another party is necessary or desirable in order to protect or preserve its rights under this Agreement, that party may apply to a court of competent jurisdiction for such equitable remedies.

17.7 Continuing obligations

Notwithstanding the existence of a Dispute, the parties must continue to perform their respective obligations under this Agreement to the extent that such obligations are not the subject of the Dispute.

18.6 Severability

If any provision of this Agreement is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation it must be severed so that the validity and enforceability of the remaining provisions are not affected.

18.7 Waiver

1. A single or partial exercise or waiver of a right relating to this Agreement will not prevent any other exercise of that right or the exercise of any other right.
2. A party will not be liable for any loss, cost or expense of any other party caused or contributed to by any waiver, exercise, attempted exercise or failure to exercise, or any delay in the exercise of, a right.

18.8 Entire agreement

1. This document records the entire agreement between the parties about its subject matter.
2. The parties exclude all terms implied by law, where possible.
3. Neither party has given any warranty or made any representation to the other party about the subject matter of this Agreement, other than those warranties and representations appearing in this document.

18.9 No amendments without agreement

This Agreement may not be modified, discharged or abandoned unless by a document signed by the parties.

18.10 Subcontracting

The Subcontractor must not subcontract their obligations under this Agreement except with the prior written consent of Living Well Care Support.

18.11 Assignment

The Subcontractor must not transfer, assign, novate or otherwise deal with its rights and obligations under this Agreement except with the prior written consent of Living Well Care Support.

18.12 Counterparts

1. This Agreement may be executed in any number of counterparts.
2. Together all counterparts make up one document.
3. If this Agreement is executed in counterparts, it takes effect when each party has received the counterpart executed by each other party, or would be deemed to have received it if it were a notice.

18.13 Jurisdiction

1. This Agreement is governed by the laws of the State of Queensland.
2. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of the State of Queensland and the division of the Federal Court of Australia in that jurisdiction, and the courts of appeal from them.
3. No party may object to the jurisdiction of any of those courts on the ground that it is an inconvenient forum or that it does not have jurisdiction.

18.14 Attorneys

Where this Agreement is executed on behalf of a party by an attorney, that attorney by executing this Agreement declares and warrants that he or she:

1. has been duly appointed;
2. and has no notice of the power of attorney under the authority of which he or she executes the Agreement having been revoked.

18.15 Electronic Execution

Without limiting any other method of signing or delivery permitted by law and subject to all applicable laws, the parties agree that:

1. each party may sign and deliver this document electronically;
2. the electronic signature, whether digital or encrypted, of a party on this document has the same force and effect as their manual or 'wet ink' signature; and
3. electronic transmission of a signed counterpart (whether signed electronically or otherwise) has the same effect as physical delivery of the hardcopy bearing an original manual or 'wet ink' signature of the signatory.