Virtual Assistant Agreement (Independent Contractor) - Word & PDF Template Form

VIRTUAL ASSISTANT AGREEMENT

THIS AGREEMENT IS DATED: ________

BETWEEN THE VIRTUAL ASSISTANT ("Assistant"):

________

Of the following address:

________

AND THE CLIENT ("Client"):

________

Of the following address:

________

BACKGROUND

The Client requires the virtual assistant services, as described in this Agreement (hereinafter "the Services") to be provided.

The Client wishes to hire an independent contractor to provide the Services to the Client.

The Assistant has the necessary skills, qualifications and experience to provide the Services to the Client.

The Assistant agrees to provide the Services to the Client on the terms and conditions set out in this Agreement.

OPERATIVE PROVISIONS

(1) DEFINITIONS

"ACL" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth)

"Agreement" means this Virtual Assistant Agreement

"Agreement Date" means ________

"Assistant" means ________

"Claims" means any claims, losses, proceedings, damages, punitive damages, penalties, demands, fines and liabilities whether criminal, civil, in tort, in contract or otherwise

"Client" means ________

"Commencement Date" means ________

"Confidential Information" has the meaning described in the "Confidential Information" clause of this Agreement

"Fees" means fees paid by the Client to the Assistant in accordance with this Agreement

"GST" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law

"GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth)

"Intellectual Property" includes but is not limited to processes, business systems, business know-how, trade secrets, moral rights, goodwill, registered designs, copyrights, patents, trademarks, trade dress, industrial design, trade names or other similar rights, or rights to apply for any of these rights

"Losses" means any losses including but not limited to financial losses, expenses, damages, costs including legal fees, legal costs and other expenses of any nature whatsoever

"Party" means either the Client or the Assistant

"Parties" means the Client and the Assistant collectively

"Receiving Party" in relation to a piece of Confidential Information means the Party which receives the Confidential Information from the other Party (whether directly or indirectly)

"Services" means the services to be provided by the Assistant to the Client, the specific description of which is as described in this Agreement

"Supplying Party" in relation to a piece of Confidential Information means the Party which supplies the Confidential Information to the other Party (whether directly or indirectly)

"Termination Date" means the earlier of the date that this Agreement is terminated by the Client or the Assistant, or the date of expiry of this Agreement

(2) INTERPRETATION

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall 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 firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(d) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(e) 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.

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

(3) SERVICES

(a) In consideration for the Client paying the Fees, and subject to the provisions of this Agreement, the Assistant hereby agrees to provide the Client with the following services:

________

(b) The Services may also include any other tasks which the Parties may agree on.

(c) The Assistant will commence providing the Services on ________ ("the Commencement Date").

(d) The Services will be provided on an ongoing basis, until the termination of this Agreement.

(4) TERM

(a) The term of this Agreement ("the Term") will commence on the Agreement Date and will continue until the Services have been completed, or such other time as provided in this Agreement.

(b) The Term may be extended by written agreement of the Parties.

(5) LOCATION OF SERVICES

The Services may be performed at a location as agreed between the Parties.

(6) PERFORMANCE OF SERVICES

(a) The Services will be performed by the Assistant personally.

(b) The Assistant may not use any persons to perform the Services except for those persons expressly permitted by this clause, or except for any other persons expressly permitted in writing by the Client.

(c) If the Client has reasonable grounds for requiring a certain person or certain persons ("the Certain Person") who have been approved by the Assistant, to be prevented from performing the Services:

(I) the Client must first discuss this matter with the Assistant; and

(II) after discussing this matter with the Assistant, the Client may provide written notice to the Assistant, requiring the Assistant to stop permitting the Certain Person to perform the Services; and

(III) after receiving the written notice in accordance with the preceding sub-clause hereof, the Assistant must, as soon as is reasonably practicable, stop using the Certain Person to perform the Services, and must continue providing the Services through a different person or different persons who is or who are reasonably acceptable to the Client, as soon as reasonably practicable.

(7) INSURANCE

(a) The Assistant must obtain all relevant insurance policies ("the Insurance Policies"), including but not limited to:

(I) all those insurance policies required by law; and

(II) worker's compensation insurance for any of the Assistant's workers; and

(III) public liability insurance for a minimum of an amount to be agreed;

(b) Upon the request of the Client, the Assistant must provide to the Client a copy of the Insurance Policies.

(c) Upon the request of the Client, the Assistant must make sure that the Client is entitled to the benefit of the Insurance Policies, for example by having the Client listed as an interested party under the Insurance Policies, and must provide evidence to the Client, confirming to the Client's reasonable satisfaction, that this has occurred.

(8) NATURE OF RELATIONSHIP

(a) Nothing in this Agreement constitutes an employment relationship between the Client and the Assistant or between the Client and the Assistant's workers (such as the employees, agents or subcontractors of the Assistant). No relationship of employer and employee is created by this Agreement.

(b) Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, agency or other relationship between the Client and the Assistant except for the contractual relationship which is provided in this Agreement.

(c) The Parties hereby acknowledge and confirm that it is the express intention of all Parties that the Assistant is acting in relation to the Client as a contractor and not as an employee, partner, joint venture partner, agent or otherwise.

(d) Neither Party is authorised to bind the other Party to any contract, except with the express prior written authority of the other Party.

(9) CURRENCY

Unless otherwise specifically provided, all monetary amounts contained in this Agreement are in Australian Dollars (AUD).

(10) FEES

(a) In consideration for the Assistant providing the Services in accordance with this Agreement, the Client agrees to pay fees to the Assistant ("Fees") as follows:

a fixed sum of: $________ (________)

(b) the Parties acknowledge that the Fees are exclusive of any Goods and Services Tax ("GST") that may be charged by the Assistant and therefore that the Assistant will be entitled to add GST to the Fees.

(c) if the Assistant qualifies under legislation or under an award to be paid superannuation in relation to this Virtual Assistant Agreement, the Client must pay a minimum of 9.5% of the Assistant's usual payment, or such other amount as is required by the legislation or award, into the Assistant's superannuation fund ("Superannuation Payment"). The Client must pay the Superannuation Payment in addition to any Fees and GST listed above.

(11) MATERIALS, COSTS AND DISBURSEMENTS

The Assistant is not entitled to charge, and the Client will not be liable for, any additional costs such as costs for materials or disbursements, on top of the Fees which have been set out in this Agreement.

(12) INVOICING

(a) The Assistant must provide the Client with a tax invoice in accordance with the GST Law in relation to the Fees.

(b) The Assistant will be entitled to invoice the Client: weekly.

(c) Once the Assistant provides a valid invoice in relation to the Fees ("the Invoice"), the Client must make payment within the following timeframe: ________.

(13) LATE PAYMENT OF INVOICE

(a) If the Client does not make payment by the due date for payment as specified in the Invoice, the Assistant may refrain from providing any further Services, or any other work for the Client or any other services to the Client (even if that work or those services are dealt with under a separate service agreement) until the Invoice has been paid in full.

(b) If the Client does not make payment by the due date for payment as specified in the Invoice, the Assistant may require the Client to pay in advance for any future Services or any part of the Services which have not been performed.

(14) ASSISTANT OBLIGATIONS

(a) The Assistant will perform the Services in a professional and diligent manner according to the ordinary standards for the Assistant's industry.

(b) The Assistant must act in good faith while performing the Services and in any dealings with the Client.

(c) The Assistant must stay in regular communication with the Client regarding the Services and must respond in a timely manner to any of the Client's enquiries regarding the status of the Services.

(15) CLIENT OBLIGATIONS

The Client:

(a) must take all reasonable steps to cooperate in good faith with the Assistant during the period while the Assistant is providing the Services to the Client, including by providing to the Assistant any information or documentation that the Assistant reasonably requires in order to provide the Services, and making available to the Assistant any facilities, resources or personnel that the Assistant reasonably requires in order to provide the Services. The Client may charge the Assistant for the Client's reasonable costs of cooperating in accordance with this clause.

(b) must ensure that the Client's employees, agents and other contractors take all reasonable steps to cooperate in good faith with the Assistant during the period while the Assistant is providing the Services to the Client, including by making available any information, documentation, facilities, resources or personnel as reasonably required by the Assistant, in accordance with this clause.

(c) will, in the event that the Client does not provide the information, documentation, facilities, resources or personnel or does not take any other steps to cooperate with the Assistant as the Assistant reasonably requires, within the time period that the Assistant reasonably requires, be liable for any additional costs and expenses which are reasonably incurred by the Assistant.

(16) RETURN OF PROPERTY

(a) Upon the termination, expiration or completion of this Agreement, each Party will promptly return to the other Party ("the Second Party") respectively any property, documentation, records or confidential information which is the property of the Second Party.

(b) In the event that the Client terminates this Agreement prior to completion of the Services:

(I) the Assistant will be entitled to attend the location or locations where the Services were undertaken strictly in order to recover any materials and/or equipment which are the property of the Assistant; or

(II) if agreed between the Parties, the Client may retain the Assistant's materials and/or equipment but must compensate the Assistant for the said materials and/or equipment in an amount as agreed between the Parties.

(17) CONFIDENTIAL INFORMATION

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(b) For the purpose of this Agreement, "Confidential Information" means all information relating to the Supplying Party which might fairly be considered to be of a confidential nature and includes, but is not limited to:

(I) information of whatever nature, without limitation, which is obtained in any form by the Receiving Party from the Supplying Party or its advisers, or by observations during visits, or by demonstrations;

(II) information of whatever nature relating to the business activities, practices and finances of the Supplying Party;

(III) any evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, innovations, creative plans, concepts and any other plans or ideas developed by the Supplying Party or on its behalf or used by the Supplying Party, whether relating specifically to the Services or otherwise;

(IV) any information derived from any other information which falls within this definition of Confidential Information;

(V) any copy of any Confidential Information; and

(VI) the fact that discussions are taking place between the Parties

but does not include information which:

(I) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;

(II) is, or becomes, publicly available, through no fault of the Receiving Party;

(III) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(IV) is provided to the Receiving Party by the Supplying Party and is marked "Non Confidential"; or

(V) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Supplying Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

(c) If there is any doubt as to whether any particular information constitutes Confidential Information, written confirmation is to be obtained from the Supplying Party.

(d) This clause will survive the termination, expiration or completion of this Agreement.

(18) INTELLECTUAL PROPERTY

(a) In connection with the provision of the Services, the Assistant may generate, create, write or produce intellectual property ("Created IP"), including but not limited to plans, reports, drawings, specifications, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property as required in order to provide the Services to the Client.

(b) Unless otherwise agreed between the Parties, any intellectual property rights in any Created IP generated by the Assistant in connection with the provision of the Services to the Client shall belong to the Client.

(c) Unless otherwise agreed between the Parties, the Client shall provide to the Assistant a non-transferable, worldwide, royalty-free, irrevocable, non-exclusive licence (without a right of sub-licence) to use any Created IP generated by the Assistant in connection with the provision of the Services to the Client.

(d) Unless otherwise agreed between the Parties, any intellectual property rights in any intellectual property provided by the Client to the Assistant in order to assist in the provision of the Services, shall belong to the Client.

(e) This clause will survive the termination, expiration or completion of this Agreement.

(19) QUALITY OF SERVICES

(a) The Assistant must perform the Services using reasonable care and skill for a virtual assistant in its field.

(b) The Assistant must ensure that any end products or materials given by the Assistant to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

(c) This clause will survive the termination, expiration or completion of this Agreement.

(20) LIMITATION OF LIABILITY

(a) The Client may have certain rights under the Australian Consumer Law ("ACL"), or under other similar or related consumer protection laws.

(b) The ACL (or any other similar or related consumer protection laws) may give the Client certain rights, warranties, guarantees and remedies regarding the provision of services by the Assistant, which cannot be excluded, modified or restricted by the Assistant ("Statutory Rights").

(c) The Assistant's liability to the Client is governed solely by the ACL (and any other similar or related consumer protection laws) and by this Agreement.

(d) To the maximum extent permitted by law, the Assistant excludes all conditions and warranties implied by custom, law or statute, except for the Client's Statutory Rights, and the Assistant expressly disclaims all warranties of any kind.

(e) The Client hereby agrees that the Client is solely responsible for determining whether the Services are fit for the Client's purpose.

(f) Except in cases of death or personal injury caused by a Party's negligence, that Party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement, liability shall be limited to Fees paid by the Client to the Assistant.

(g) To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits or business.

(h) When the Client's Statutory Rights apply, to the maximum extent possible, the Assistant's liability in respect of any claim is limited to, at the Assistant's option:

(I) the supply of the Services again; or

(II) the payment of the cost of having the Services supplied again.

(i) The Assistant's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

(j) This clause will survive termination, expiration or completion of this Agreement.

(21) INDEMNITY

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(I) any act or omission of the Indemnifying Party in connection with this Agreement; or

(II) any act or omission of any of the Indemnifying Party's employees, agents, officers, representatives, affiliates, or permitted successors and assigns in connection with this Agreement.

(b) The Indemnifying Party shall not be liable under the indemnity given under this clause where a court of competent jurisdiction, giving a final judgment, holds that any loss, damage or liability is the result of the gross negligence, wilful misconduct or bad faith of the other Party or of any of the other Party's employees, agents, officers, representatives, affiliates, or permitted successors or assigns.

(c) This clause will survive termination, expiration or completion of this Agreement.

(22) WORKPLACE HEALTH AND SAFETY

(a) The Client is committed to providing a workplace to its employees, agents, subcontractors, affiliates or other visitors which is healthy, safe and clean.

(b) The Client is committed to creating, motivating and maintaining a positive workplace culture, particularly in relation to workplace health, safety, welfare and wellbeing.

(c) The Client's commitment to workplace health and safety may be reflected and implemented through various standards, procedures, guidelines and/or policies ("WHS Policies").

(d) The Assistant must, at the Assistant's cost, comply with all relevant WHS Policies or any other standards and regulations in relation to workplace health, safety, welfare and wellbeing as required by the Client or by law.

(23) WARRANTIES REGARDING COMPETITION

(a) Each Party hereby respectively warrants:

(I) That this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice for the purpose, or with the likely effect, of substantially lessening competition;

(II) That this Agreement does not relate to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition;

(III) That this Agreement does not relate to some kind of arrangement involving "price fixing", whereby competitors have agreed on pricing rather than competing against each other;

(IV) That this Agreement does not relate to some kind of arrangement involving "output restrictions", whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;

(V) That this Agreement does not relate to some kind of arrangement involving "market sharing", whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and

(VI) That this Agreement does not relate to some kind of arrangement involving "bid rigging" or "collusive tendering", whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to "win" the tender.

(b) This clause will survive the termination, expiration or completion of this Agreement.

(24) WARRANTIES REGARDING LEGAL ADVICE

(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:

(I) That the Warranting Party fully understands the terms of this Agreement.

(II) That the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:

(A) taken such independent legal advice; or

(B) elected not to take such independent legal advice.

(III) That the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.

(b) This clause will survive the termination, expiration or completion of this Agreement.

(25) COMPLIANCE WITH LAWS

(a) The Assistant must, at the Assistant's own cost, comply with all laws which relate to or affect the Services, the Agreement or the Assistant, including but not limited to regulations, legislation, delegated legislation, ordinances, rules, codes and any other requirements of any Federal, State or Local authorities, bodies or government departments ("the Laws").

(b) The Assistant hereby indemnifies, keeps indemnified and holds harmless the Client against any actions, costs, charges, claims or demands in relation to a breach of the Laws.

(c) This clause will survive the termination, expiration or completion of this Agreement.

(26) ENTIRE AGREEMENT

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

(b) The Parties each respectively agree that in entering into this Agreement, they did not do so in reliance on any representations, warranties or other provisions except for those which are expressly provided in this Agreement.

(c) The Parties agree that any warranties, conditions or other terms implied by law are expressly excluded from this Agreement to the maximum extent permitted by law.

(d) No amendment to or modification of this Agreement, and no additional obligation or obligations in relation to this Agreement or the subject matter of this Agreement, will bind any Party unless evidenced in writing and signed by both Parties.

(27) 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 Client if delivered to the following address:

________

(b) 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 Assistant if delivered to the following address:

________

(c) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.

(28) WRITTEN COMMUNICATION

(a) In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:

(I) such notice is properly given if given to the other Party:

(A) by email to an email address that the other Party has nominated, acknowledged or used in connection with the Services or this Agreement.

(B) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with the Services or this Agreement.

(C) by post to a postal address the other party has nominated, acknowledged or used in connection with the Services or this Agreement.

(II) such notice is taken to be received:

(A) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

(B) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(C) if sent by prepaid post within Australia, five (5) days after the date of posting.

(D) if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.

(29) TERMINATION

(a) This Agreement may be terminated by the Assistant if the Client fails to pay any requisite Fees within ________ (________) days after the date they are due. The Assistant may terminate the Agreement immediately, with no notice period, in writing.

(b) Aside from termination by the Assistant in response to the Client's failure to pay any Fees, as set out in the preceding sub-clause hereof, this Agreement may be terminated by either Party, upon notice in writing:

(I) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;

(II) if the other Party becomes unable to perform its duties under this Agreement, including a duty to pay or a duty to perform;

(III) if the other Party or its employees or agents engages in any conduct prejudicial to the business of the other, or in the event that either Party considers that a conflict or potential conflict of interest has arisen between the Parties.

(c) If this Agreement is terminated before the expiration of its natural term, the Client hereby agrees to pay for all Services rendered up to the date of the termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by the Assistant related to the rendering of Services prior to the date of termination.

(d) Any termination of the Agreement under this clause shall not affect the accrued rights and liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies that either Party may be entitled to.

(e) Any part of this Agreement which is meant to continue after termination or which is meant to come into force at or after termination shall not be affected by this clause.

(30) ASSIGNMENT

Neither Party may assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement, nor purport to do so, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

(31)DISPUTE RESOLUTION

In the event that a dispute arises between the Parties in connection with this Agreement, the Parties agree to first attempt to resolve the dispute by negotiating in good faith with each other.

If the dispute is not resolved by negotiation within a reasonable time, the Parties agree to attempt to resolve the dispute through mediation, with a mediator to be agreed upon by the Parties, before commencing any court proceedings.

Nothing in this clause prevents either Party from seeking urgent injunctive or other interlocutory relief from a court of competent jurisdiction where necessary to protect that Party's interests.

(32) GENERAL PROVISIONS

Time shall be of the essence in relation to this Agreement.

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same agreement.

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy, nor shall any single or partial exercise of any right, power or remedy preclude any further exercise of that or any other right, power or remedy.

A waiver of any right, power or remedy under this Agreement must be in writing and signed by the Party granting the waiver, and is only effective in relation to the particular matter for which it is given.

Each Party must bear its own legal and other costs and expenses relating directly or indirectly to the preparation of, and performance of its obligations under, this Agreement.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond that Party's reasonable control, including but not limited to acts of God, natural disasters, fire, flood, war, civil unrest, government action, or pandemic.

This Agreement is binding on and enures for the benefit of the Parties and their respective permitted successors and assigns.

(33) APPLICABLE LAW

This Agreement is subject to the laws of New South Wales and each Party submits to the jurisdiction of the courts of New South Wales.

(34) 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 such that the remaining clauses and sub-clauses will be enforced to the maximum extent possible. In such circumstances the remaining provisions of this Agreement shall continue in full force and effect.

(35) SURVIVAL OF OBLIGATIONS

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

EXECUTED AS AN AGREEMENT THIS ________

Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:

..................................................

________, Director

..................................................

________, Director

Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ the sole director and sole company secretary:

..................................................

________, Sole Director and Sole Secretary