Commercial Lease Agreement (Non-Retail) - Template Form Pro · AU-law

COMMERCIAL LEASE AGREEMENT

________

THIS AGREEMENT (hereinafter the "Agreement") is dated ________.

BETWEEN THE LANDLORD(S) (hereinafter the "Landlord"):

________ (ACN ________)

Of the following address:

________

AND THE TENANT(S) (hereinafter the "Tenant"):

________ (ACN ________)

Of the following address:

________

AND THE GUARANTOR(S) (hereinafter the "Guarantor"):

________ (ACN ________)

Of the following address:

________

SCHEDULE

This Schedule is included for ease of reference only. If there is a conflict between this Schedule and another term of this Agreement, the latter shall prevail.

Landlord: ________ (ACN ________)

Landlord's ABN: ________

Landlord's Address:

________

Property Manager: ________

Property Manager's Address:

________

Property Manager's Phone: ________

Tenant: ________ (ACN ________)

Tenant's ABN: ________

Tenant's Address:

________

Tenant's Phone: ________

Guarantor: ________ (ACN ________)

Guarantor's Address:

________

Property:

________

Title reference / folio identifier: ________

Together with the following items:

________

Commencement Date of Lease: ________

End Date of Initial Term: The last day of the Initial Term

Initial Term: ________

Option to Renew Term: Two (2) options to renew, each for a further term of ________

Rent Amount: $________ Australian dollars per week

Due Date for First Rent: ________

Interest on Overdue Rent: Three percent (3%) above the Reserve Bank of Australia's official cash rate per annum, calculated daily

Security Deposit: $________ Australian dollars

Permitted Use: ________

Insurance Minimum: Twenty million Australian dollars (AUD $20,000,000) per occurrence, or such greater amount as the Landlord may reasonably require from time to time

Governing Law: ________

BACKGROUND

(A) The Landlord is the registered proprietor of, or is otherwise lawfully entitled to grant a lease of, the Property.

(B) Subject to the terms of this Agreement, the Landlord wishes to lease the Property to the Tenant, and the Tenant wishes to lease the Property from the Landlord, on the terms of this Agreement.

(C) The Tenant has provided to the Landlord a disclosure statement and any other documents required under this Agreement (if and to the extent applicable). The Parties acknowledge that, where the Property comprises retail premises, the provisions of the applicable retail leases legislation of the State or Territory in which the Property is situated apply and prevail to the extent of any inconsistency with this Agreement.

OPERATIVE PROVISIONS

In consideration of the matters described above, and of the mutual benefits and obligations described in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Landlord and the Tenant hereby agree as follows:

(1) DEFINITIONS

In this Agreement, the following definitions apply:

"Agreement" means this lease agreement, including the Schedule and any annexures.

"Agreement Date" means ________.

"Commencement Date" means ________.

"End Date of Initial Term" means the last day of the Initial Term.

"Guarantor" means ________ (ACN ________).

"GST" means Goods and Services Tax imposed on a taxable supply of goods or services in Australia pursuant to the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any other applicable law.

"Included Items" means:

________

"Initial Term" means ________.

"Insurance Minimum" means twenty million Australian dollars (AUD $20,000,000) per occurrence, or such greater amount as the Landlord may reasonably require from time to time.

"Landlord" means ________.

"Lease" means this lease agreement.

"Manager" means ________.

"Outgoings" means all rates, taxes, charges, assessments, levies and impositions properly attributable to the Property as more particularly described in clause (16).

"Party" means any party under this Agreement, and "Parties" means all parties under this Agreement.

"Permitted Use" means ________.

"Property" means the property at:

________

together with the Included Items.

"Rent" means:

$________ Australian dollars per week,

or, in the event that the rent amount is increased in accordance with this Agreement, such increased rent amount.

"Security Deposit" means $________ Australian dollars.

"Tenant" means ________ (ACN ________).

"Term" means the Initial Term, and any renewals thereof effected in accordance with this Agreement.

"Termination Date" means the earlier of the date that this Agreement is terminated by the Landlord or the Tenant in accordance with this Agreement, or the date of expiry of this Agreement.

(2) INTERPRETATION

In this Agreement, unless the context otherwise requires, the following rules of interpretation apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) Words referring to a person or persons include companies, firms, corporations, organisations and vice versa.

(d) A reference to legislation includes that legislation as amended, consolidated, supplemented or replaced from time to time, and any regulation or instrument made under it.

(e) Headings and titles are included for convenience only and do not affect the interpretation of this Agreement.

(f) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(3) SCHEDULE INCLUDED FOR EASE OF REFERENCE

The Schedule attached to this Agreement is included for ease of reference only. If there is a conflict between the Schedule and another term of this Agreement, the latter shall prevail.

(4) AGREEMENT TO LEASE

(a) The Landlord agrees to lease the Property to the Tenant on the terms of this Agreement.

(b) The Tenant agrees to lease the Property from the Landlord on the terms of this Agreement.

(c) The Tenant is granted exclusive possession of the Property for the Term, subject to the Landlord's rights of access under this Agreement.

(5) PROPERTY USE

(a) The Tenant must only use the Property for the Permitted Use.

(b) The Tenant must not, and must ensure that any employees, agents, subcontractors, representatives, affiliates or invitees of the Tenant do not, cause or allow to be caused any noise or nuisance which disturbs the reasonable comfort or convenience of the Landlord, other tenants or any other person.

(c) The Tenant acknowledges and agrees that the Landlord makes no warranties or representations as to the suitability of the Property for the Permitted Use.

(d) The Tenant must obtain, at the Tenant's expense, all relevant consents, approvals, licences or permits from any relevant authorities required to use the Property for the Permitted Use, and must maintain those consents throughout the Term.

(6) TENANT'S COMPLIANCE WITH LAWS AND POLICIES

The Tenant must comply with, and must ensure that all of the Tenant's employees, subcontractors, agents or invitees comply with:

(a) the terms of this Agreement; and

(b) any other rules or policies which the Landlord may from time to time reasonably implement in relation to the Property and communicate to the Tenant; and

(c) all applicable laws, regulations, by-laws, orders or directions of any court, government department or other relevant authority, and any policies, directions or requirements of any relevant insurer which may affect or relate to the Property, including all applicable work health and safety, environmental, planning and fire safety laws.

(7) QUIET ENJOYMENT

The Landlord acknowledges and agrees that, subject to the terms of this Agreement and upon the Tenant's payment of Rent and performance of its obligations in accordance with this Agreement, the Tenant will be entitled to quiet enjoyment of the Property during the Term without interruption by the Landlord or any person lawfully claiming through the Landlord.

(8) LANDLORD'S ACCESS TO PROPERTY

(a) The Tenant acknowledges and agrees that the Landlord (and/or an agent of the Landlord) is entitled to access the Property at any reasonable time upon providing not less than 48 hours' written notice to the Tenant in order to:

(I) conduct inspections; and

(II) conduct repairs on or to the Property; and

(III) show the Property to prospective purchasers, future tenants, lenders or other similar interested parties.

(b) The Tenant acknowledges and agrees that the Landlord (and/or an agent of the Landlord) is entitled to access the Property at any time (with or without providing notice) in an emergency or in order to carry out urgent repairs.

(9) TERM

(a) The Term of this Agreement commences on the Commencement Date.

(b) The Term of this Agreement ends on the Termination Date.

(c) The Initial Term of this Agreement ends on the End Date of Initial Term, however the Term may be renewed by the Tenant in accordance with the terms of this Agreement.

(10) HOLDING OVER

In the event that the Tenant continues to occupy or possess the Property after the Termination Date with the consent of the Landlord, such occupation or possession will continue on the terms of this Agreement except that it will be a monthly periodic tenancy which may be terminated by either Party giving one calendar month's notice to the other Party.

(11) RENT

(a) In consideration for the Landlord providing possession of the Property to the Tenant throughout the Term, the Tenant must pay the Rent to the Landlord.

(b) Rent is payable in advance.

(c) The Tenant must make the first payment of Rent on or before ________ and must make subsequent payments of Rent weekly thereafter.

(12) RENT REVIEW

The Rent will be reviewed on each anniversary of the Commencement Date and increased in accordance with any percentage increase in the Consumer Price Index (All Groups – weighted average of eight capital cities) as published by the Australian Bureau of Statistics for the 12-month period ending immediately before the review date. Where the Property comprises retail premises, the rent review provisions of the applicable retail leases legislation prevail to the extent of any inconsistency.

(13) PAYMENT OF RENT

The Tenant must pay Rent by direct deposit into the following bank account (or such other bank account as is nominated in writing by the Landlord):

________

(14) INTEREST ON OVERDUE RENT

In the event that the Tenant does not pay any Rent or other money on or before the date that it is required to be paid under this Agreement, the Landlord may charge interest on such overdue amount at the rate of three percent (3%) above the Reserve Bank of Australia's official cash rate per annum, calculated daily from the due date until the date of payment in full.

(15) SECURITY DEPOSIT

(a) On or before the Commencement Date, the Tenant must provide to the Landlord (or the Landlord's agent) a Security Deposit of $________ Australian dollars.

(b) The Security Deposit may be applied by the Landlord upon the termination or expiration of this Agreement to cover any of the Tenant's liabilities, including but not limited to:

(I) reasonable cleaning and/or repairs to the Property upon the expiration or termination of this Agreement; and

(II) unpaid Rent, Outgoings or other charges; and

(III) interest on unpaid Rent or other charges; and

(IV) key replacement; and

(V) the cost of removing abandoned property; and

(VI) any loss arising from a default by the Tenant; and

(VII) any other liabilities which the Landlord incurs arising out of or as a result of the Tenant's use of the Property.

(c) The Tenant acknowledges and agrees that the Tenant will be liable to the Landlord at the termination or expiration of this Agreement for all damage to the Property (fair wear and tear excepted).

(d) Where the Property comprises retail premises, the Security Deposit (or any bank guarantee provided in lieu) will be held and dealt with in accordance with the applicable retail leases legislation of the State or Territory in which the Property is situated.

(e) The Tenant may not apply or require the Landlord to apply the Security Deposit towards any Rent.

(f) The Tenant must, within fourteen (14) days of any application of the Security Deposit by the Landlord, restore the Security Deposit to its full amount.

(g) Any unused portion of the Security Deposit will be returned to the Tenant within a reasonable period after the termination or expiration of this Agreement, after the Landlord has applied it in accordance with this clause.

(h) In the case of a sale or assignment of the Landlord's interest, the Security Deposit (or the benefit of any bank guarantee) will be transferred to the new owner or assignee and the Landlord shall be released from liability to the Tenant in respect of it.

(16) OUTGOINGS

(a) In addition to the Rent, the Tenant must pay all Outgoings in relation to the Property, which include but are not limited to council rates, water rates and charges, land tax (calculated on a single holding basis where required by law), body corporate or owners corporation fees and levies, and any other rates, taxes, charges, assessments or impositions levied or imposed in relation to the Property.

(b) The Tenant must pay for all of the Tenant's own utilities and services consumed at or supplied to the Property, including but not limited to electricity, gas, water, telephone, internet and other telecommunications services.

(c) The Tenant must pay any Outgoings payable under this clause promptly and on or before the date they fall due, and must, upon the Landlord's request, provide evidence to the Landlord's reasonable satisfaction that such Outgoings have been paid.

(d) In the event that the Landlord pays any Outgoing which is payable by the Tenant under this clause, the Tenant must reimburse the Landlord for such amount upon the Landlord's demand.

(e) Where the Property comprises retail premises, recovery of Outgoings is subject to the disclosure and estimate requirements of the applicable retail leases legislation, which prevail to the extent of any inconsistency.

(17) REPAIRS AND MAINTENANCE

(a) The Tenant must, at the Tenant's cost, keep and maintain the Property in good and tenantable repair and condition (fair wear and tear excepted) throughout the Term.

(b) The Tenant must promptly repair, at the Tenant's cost, any damage to the Property caused by the Tenant or any of the Tenant's employees, agents, subcontractors, representatives, affiliates or invitees.

(c) The Tenant must promptly notify the Landlord in writing of any damage, defect or want of repair in relation to the Property.

(d) The Landlord is responsible for structural repairs to the Property and for repairs that are not the responsibility of the Tenant under this Agreement, provided that the need for such repairs has not arisen as a result of any act or omission of the Tenant or any of the Tenant's employees, agents, subcontractors, representatives, affiliates or invitees.

(e) The Tenant must not carry out any repairs or maintenance to the Property which are the responsibility of the Landlord without the prior written consent of the Landlord.

(18) INSURANCE

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(19) LOCKS AND SECURITY

(a) The Landlord must provide locks (and any other relevant security devices) to ensure that the Property is adequately secure at the Commencement Date.

(b) The Tenant must not add, remove or alter any lock (or other security device) without the prior written consent of the Landlord or a court order.

(c) The Landlord must not add, remove or alter any lock (or other security device) without the permission of the Tenant or a court order.

(d) In the event that either Party adds or alters any lock (or other security device), that Party must ensure that the other Party receives a copy of all relevant keys, opening devices, codes or other information required to operate the lock or security device.

(20) SIGNAGE

The Tenant acknowledges and agrees that within three calendar months prior to the Termination Date, the Landlord is permitted to erect at the Property a reasonable sign or signs to advertise that the Property will be available for lease.

(21) TENANT'S CARE OF PROPERTY

The Tenant must take all reasonable steps to look after the Property, to keep the Property in the same condition as at the Commencement Date (fair wear and tear excepted) and to keep the Property in a clean, neat and tidy condition. In particular, the Tenant must:

(a) not keep any pets or other animals at the Property without the prior written consent of the Landlord; and

(b) not make any alterations or additions to the Property without the prior written consent of the Landlord, which includes but is not limited to:

(I) putting nails, screws or picture hooks in any walls, frames or other parts of the Property; and

(II) painting, defacing or otherwise marking any parts of the Property; and

(III) installing any antennae, signs, electrical connections, telecommunications connections or other connections; and

(c) ensure that rubbish, recycling, trade refuse or other waste matter is regularly removed from the Property, and prior to removal is stored only in such places and in such manner as is permitted by the Landlord; and

(d) avoid putting anything down any toilet, sink or drain that is likely to cause a blockage, obstruction or damage; and

(e) not perform any other act or omission that could reasonably be expected to cause harm or damage to the Property; and

(f) promptly notify the Landlord of any harm, loss or damage to the Property or any defect in the Property, whether or not caused by an act or omission of the Tenant.

(22) HAZARDOUS MATERIALS

The Tenant must not keep or have at the Property any article or thing of a dangerous, flammable or explosive nature that might substantially and unreasonably increase the danger of fire or explosion on the Property, or that might be considered hazardous by a responsible insurer, unless the prior written consent of the Landlord is obtained and proof of adequate insurance protection is provided by the Tenant to the Landlord. The Tenant must comply with all applicable environmental and dangerous goods laws.

(23) INDEMNITY

(a) The Tenant indemnifies and keeps indemnified the Landlord and any of the Landlord's employees, agents, subcontractors, representatives or affiliates (each an "Indemnified Party") against any and all loss, damage, claim, demand or liability whatsoever (whether criminal or civil) and any and all legal and other fees and costs incurred by the Landlord, including but not limited to:

(I) damage to any or all of the Property; and

(II) loss of any or all of the Property; and

(III) a claim by any person for loss or damage to personal property; and

(IV) a claim by any person for personal injury or death;

whether resulting from:

(I) the Tenant's use of the Property; or

(II) anything provided under this Agreement; or

(III) any transaction, contract, event or matter arising from or connected with the Tenant's use of the Property; or

(IV) the relationship between the Landlord and the Tenant.

(b) The Tenant's liability under the indemnity given in this clause is reduced proportionately to the extent that any loss, damage or liability is caused or contributed to by the negligence, wilful misconduct or bad faith of an Indemnified Party.

(c) This clause survives the termination or expiration of this Agreement.

(24) DEFAULT AND TERMINATION

(a) Either Party may terminate this Agreement by providing one month's notice to the other Party upon the expiry of the Term.

(b) In the event that the Tenant continues to occupy or possess the Property after the Termination Date, either Party may terminate the resulting periodic tenancy by providing one month's notice to the other Party.

(c) If the Landlord materially breaches any of its obligations under this Agreement, the Tenant may give written notice to the Landlord describing the breach and requesting that it be rectified within a reasonable period (not less than fourteen (14) days). If the Landlord fails to rectify the breach within that time, the Tenant may terminate this Agreement by giving at least one month's written notice.

(d) The Landlord may, subject to giving any notice required by law (including any notice required under the relevant property and conveyancing legislation of the State or Territory in which the Property is situated), re-enter the Property (whereupon the tenancy created by this Agreement shall cease absolutely, without affecting any right of action of the Landlord in respect of any prior breach) in the following circumstances:

(I) if the Tenant has failed to pay Rent for fourteen (14) days after the date on which it was due (regardless of whether or not the Landlord has made a formal demand for payment);

(II) if the Tenant has failed to fulfil any of the Tenant's other obligations under this Agreement, and does not rectify such failure within fourteen (14) days of being notified by the Landlord in writing;

(III) if a petition or application is filed for the bankruptcy of, or other insolvency proceeding is commenced against, the Tenant and/or Guarantor and is not dismissed within thirty (30) days of filing;

(IV) if the Tenant and/or Guarantor makes any assignment for the benefit of creditors;

(V) if any proceeding is commenced by or against the Tenant and/or Guarantor for the winding up, dissolution or liquidation of the Tenant and/or Guarantor, or for the appointment of a liquidator, administrator, receiver or controller of the Tenant and/or Guarantor or of any property of the Tenant and/or Guarantor; or

(VI) if the Tenant vacates or abandons the Property.

(25) EVENTS AFTER TERMINATION

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(26) ABANDONED GOODS

In the event that the Tenant abandons the Property and leaves personal property, fixtures, signs or other items ("Abandoned Goods") at the Property, the Landlord may deal with those Abandoned Goods in accordance with the applicable laws of the State or Territory in which the Property is situated governing uncollected or abandoned goods, including any requirement to give notice and to account for the proceeds of any sale.

(27) COSTS OF PREPARATION OF AGREEMENT

Each Party is responsible for its own legal and other costs of preparing and negotiating this Agreement, except to the extent that recovery of such costs by the Landlord is prohibited by the applicable retail leases legislation of the State or Territory in which the Property is situated.

(28) COSTS OF REGISTRATION AND STAMP DUTY

The Tenant is responsible for payment of any stamp duty and any registration fees payable in relation to this Agreement (if applicable). Where the Term (including any option to renew) exceeds three (3) years, the Parties must take all reasonable steps to register this Agreement with the relevant land titles registry.

(29) CURRENCY

Any amounts of money described in this Agreement are in Australian dollars unless specifically stated otherwise.

(30) GOODS AND SERVICES TAX

(a) Unless otherwise expressly stated, amounts payable under this Agreement are exclusive of GST.

(b) If GST is payable on any taxable supply made under this Agreement, the recipient must pay to the supplier an additional amount equal to the GST payable on that supply, subject to the supplier providing a valid tax invoice.

(31) FORCE MAJEURE / DAMAGE OR DESTRUCTION

(a) In the event that circumstances arise which:

(I) are outside the reasonable control of either Party; and

(II) mean that the Property cannot reasonably be used for the Permitted Use; and

(III) cannot reasonably be rectified within a reasonable timeframe;

then the Rent will abate proportionately to the extent that the Property cannot be used, and either Party may terminate this Agreement by providing seven (7) days' written notice to the other Party.

(32) NOTICES

(a) Any notice, demand, request or other correspondence in relation to this Agreement which is required or permitted to be given in writing will be deemed validly given to the Landlord if delivered personally, by pre-paid post or by email to a contact nominated by the Landlord, at the following address:

________

(b) Any such notice will be deemed validly given to the Tenant if delivered personally, by pre-paid post or by email to a contact nominated by the Tenant, at the following address:

________

(c) Any such notice will be deemed validly given to the Guarantor if delivered personally, by pre-paid post or by email to a contact nominated by the Guarantor, at the following address:

________

(d) Any Party (the "Nominating Party") may nominate another address (the "New Address") by notifying the other Parties in writing. After nomination of the New Address, any notice will be deemed validly given if delivered to the Nominating Party at the New Address.

(e) Any notice delivered by pre-paid post in accordance with this clause will be deemed served on the second business day after posting, and any notice sent by email will be deemed served at the time it enters the recipient's information system, unless the sender receives notice of delivery failure.

(33) WAIVER

(a) The waiver by either Party of any right or remedy in relation to a breach, default, delay or omission by the other Party of any provision of this Agreement will not be construed as a waiver of any subsequent breach of the same or other provisions.

(b) The failure or delay by either Party in exercising any right or remedy under this Agreement will not constitute a waiver of that right or remedy, nor prevent or impair that Party from subsequently exercising it.

(c) Any rights or remedies provided in this Agreement are cumulative and are in addition to any rights or remedies provided by law.

(34) ASSIGNMENT AND SUBLETTING

(a) The Tenant must not, whether voluntarily or by operation of law, assign, sub-let, mortgage, charge, delegate or otherwise part with possession of the Property or any part thereof without the prior written consent of the Landlord.

(b) The Landlord must not unreasonably withhold its consent under the preceding sub-clause, subject to the Tenant complying with the Landlord's reasonable conditions, including the provision of suitable references and the assignee's covenant to perform the Tenant's obligations under this Agreement.

(35) OPTIONS TO RENEW

(a) The Tenant has two (2) options to renew this Agreement, each for a further term of: ________.

(b) Regarding each option to renew, provided that the Tenant has duly and punctually met its obligations under this Agreement, including the punctual payment of Rent and any other payments, the Tenant may renew this Agreement by giving written notice to the Landlord (or an agent of the Landlord) no more than six (6) months and no less than three (3) months prior to the expiration of the immediately preceding term.

(c) After the Tenant has exercised two (2) options to renew, the Tenant will not be entitled to further renew this Agreement under this clause.

(d) In the event that the Tenant validly exercises a renewal under this clause, the Landlord will grant to the Tenant a renewal of this Agreement for a further term of: ________.

(e) Rent for each renewed term shall be at a current market rate as at the date of commencement of the renewed term, provided that the rate of Rent for the renewed term is not less than the rate of Rent payable for the term immediately preceding the renewed term.

(f) In the event that the Parties cannot agree on a current market rate of Rent for a renewed term, either Party may request the President of the Australian Property Institute (or its nominee) in the relevant State or Territory to appoint a registered or accredited valuer to determine the market rate of Rent, and that valuer's determination (acting as an expert and not as an arbitrator) shall be final and binding. The costs of any such valuation will be borne equally between the Landlord and the Tenant.

(g) Where the Property comprises retail premises, this clause is subject to the option and rent review provisions of the applicable retail leases legislation, which prevail to the extent of any inconsistency.

(36) GUARANTOR

(a) In consideration for the Landlord agreeing to lease the Property to the Tenant on the terms of this Agreement, the Guarantor unconditionally and irrevocably guarantees to the Landlord the due and punctual performance by the Tenant of all of the Tenant's obligations under this Agreement, and agrees that the Guarantor (together with its executors, administrators and successors) is jointly and severally liable with the Tenant to the Landlord for those obligations, including the payment of Rent and any other amounts payable to the Landlord.

(b) The Guarantor acknowledges and agrees that the Landlord is not obliged to pursue the Tenant for any amounts owed before pursuing the Guarantor.

(c) Where there is more than one person or entity named as Guarantor, each such person or entity is jointly and severally liable to the Landlord under this Agreement.

(d) The liability of the Guarantor is not released, discharged or otherwise affected by any time, indulgence, waiver or variation granted to the Tenant, by any release of the Tenant from any obligation, or by anything else which but for this provision might operate to release or reduce the Guarantor's liability.

(e) This guarantee and indemnity continues until all of the Tenant's obligations under this Agreement have been fully performed.

(37) ENTIRE AGREEMENT

(a) In relation to its subject matter, this Agreement represents the entire agreement between the Parties. The Parties confirm that no warranties, representations, conditions or collateral agreements affect this Agreement or its subject matter except as expressly provided in writing in this Agreement.

(b) Nothing in this clause operates to limit or exclude any liability arising under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other liability that cannot be limited or excluded by law.

(38) AMENDMENTS

Any amendments or modifications to this Agreement, and any additional obligations imposed on either Party, will not be binding unless in writing and signed by each Party (either personally or by an authorised representative).

(39) GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of ________, and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of ________ and the courts competent to hear appeals from them.

(40) INDEPENDENT ADVICE AND BINDING AGREEMENT

(a) Each Party acknowledges and agrees that it has had the opportunity to obtain independent legal, financial and other advice in relation to this Agreement prior to entering into it.

(b) This Agreement is binding upon and enures for the benefit of the Parties and their respective successors and permitted assigns.

(41) SEVERABILITY

If any clause or sub-clause of this Agreement is held to be invalid or unenforceable, it is to be read down or severed so that the remaining clauses and sub-clauses are enforced to the maximum extent possible, and the remaining provisions of this Agreement shall continue in full force and effect.

(42) SURVIVAL OF OBLIGATIONS

On the termination or expiration of this Agreement, any provisions which by their nature would be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which expressly state that they survive.

(43) HEADINGS

Headings are for convenience only and do not affect the interpretation of this Agreement. A reference to any part or clause is a reference to a part or clause in this Agreement.

(44) COUNTERPARTS

This Agreement may be signed by the Parties in any number of counterparts, including electronic counterparts, each of which when executed and delivered shall be taken to be an original, and all counterparts together shall constitute a single agreement.

EXECUTED AS AN AGREEMENT ON ________

Executed by ________ (ACN ________) in accordance with s 127 of the Corporations Act 2001 (Cth) by:

___________________________________
Signature of director

____________________________________
Name of director

___________________________________
Signature of director/company secretary

____________________________________
Name of director/company secretary

Executed by ________ (ACN ________) in accordance with s 127 of the Corporations Act 2001 (Cth) by:

___________________________________
Signature of director

____________________________________
Name of director

___________________________________
Signature of director/company secretary

____________________________________
Name of director/company secretary

Executed by ________ (ACN ________) in accordance with s 127 of the Corporations Act 2001 (Cth) by:

___________________________________
Signature of director

____________________________________
Name of director

___________________________________
Signature of director/company secretary

____________________________________
Name of director/company secretary

Where the Guarantor is an individual, signed by the Guarantor in the presence of a witness:

___________________________________
Signature of Guarantor

____________________________________
Name of Guarantor: ________

___________________________________
Signature of witness

____________________________________
Name of witness: ________

Address of witness: ________