6. Representations and Warranties.
The Company and the Contractor respectively represents and warrants to each other that each respectively is fully authorised and empowered to enter into the Agreement and that their entering into the Agreement and to each parties' knowledge the performance of their respective obligations under the Agreement will not violate any agreement between the Company or the Contractor respectively and any other person, firm or organization or any law or governmental regulation.
7. Confidential Information
Contractor and its employees shall not, during the time of rendering services to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of Contractor and its employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.
8. Intellectual Property
(a) Work Product. During the course of performing the Services, Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with Company, develop information, produce work product, or achieve other results for Company in connection with the Services it performs for Company.
(b) Ownership. Contractor agrees that such information, work product, and other results, systems and information developed by Contractor and/or Company in connection with such Services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, remain the sole and exclusive property of Company.
(c) Assignment of Interest. To the extent any Work Product is not deemed to be a work made for hire, Contractor with effect from creation of any and all Work Product, hereby assigns, and agrees to assign, to Company all right, title and interest in and to such Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.
(d) Moral Rights. Contractor also agrees to waive all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.
(e) Assistance. Contractor further agrees to provide all assistance reasonably requested by Company, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Company's rights in the Work Product.
(f) Return of Property. Upon the termination of this Agreement, Contractor agrees to deliver promptly to Company all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, as well as any digital element used in the creation or modification of any Work Product including all originals and copies thereof.
During the term of this Agreement and for 5 years after any termination of this Agreement, Contractor will not, without the prior written consent of the Company, either directly or indirectly, on Contractor's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed or contracted by the Company, or any customer of the Company.
This Agreement shall commence on the date specified in Clause 1 of this Agreement and shall automatically renew for subsequent periods of 1 year unless earlier terminated in accordance with this Agreement.
(a) Notice of Termination. This Agreement may be terminated by either the Company or the Contractor at any time for any reason, with or without cause, by giving 30 days written notice of termination.
(b) Payment Upon Termination. The Company will pay Contractor for all Services performed by Contractor through to the date of termination provided that all Work Products have been duly completed to the satisfaction of the Company.
(a) Indemnification by Contractor. Contractor agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from: (i) the negligent, grossly negligent, or intentional act or omission of Contractor or its directors, officers, employees, agents or Contractors, (ii) Contractor's failure to perform any of its obligations under this Agreement, and (iii) any act or omission of Contractor in connection with the Work.
(b) Notification. Company will promptly notify Contractor of any claim for indemnification.
(c) Survival. Contractor's obligations under this Section 12 shall survive termination or expiration of this Agreement.
13. General Provisions
(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.
(b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
(c) Amendment. This Agreement may be amended only by written agreement of the parties.
(d) Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt. Such Notice may also be delivered electronically and shall be considered duly delivered where either a reply has been sent back or a means to electronically verify receipt is produced.
(e) Assignment. This Agreement shall not be assigned by either party without the consent of the other party.
(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of laws rules.
(g) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
IN WITNESS WHEREOF, the Company and the Contractor have each executed and delivered this Agreement as of the Effective Date.
SCHEDULE 1 - General Provisions and Expectations of the Contractor by the Company
The Contractor will at all times:
1. Ensure that they comply with all instructions and / or directions of the Management of the Company except where those instructions and / or directions will cause a breach to this Agreement
2. Read and comply with each entry in the WIKI on the Company Intranet
3. Setup and use the email address ending in @humanpixel.com.au or @team.humanpixel.com.au as the sole email address used in communication with the Company, its Management, its Customers or any other member of the Company team.
4. Provide to the Company a notice of 2 weeks for any planned holidays
5. Provide to the Company notice as soon as practicable of any accidents or emergencies which will delay or otherwise impact the Project, or Development Cycle
6. Provide a daily update on each project they are assigned to which has any deliverable which is yet to be delivered, even if that deliverable is blocked
7. Provide a daily update on each project they are assigned to which has incomplete issues assigned to them
8. Attend Internal Showcases at the time scheduled
9. Attend Client Showcases if requested to do so by Project Management or Project Assistant
SCHEDULE 2 - Payment Terms
1. Use the correct invoice form. Available here: https://www.dropbox.com/s/ceywiaw9phhuscn/Contractor%20Invoice%20-%20Payout%20Request%20-%20April%202020.xlsx?dl=0 (non-standard invoices will not be accepted)
2. Be in AUD$ only. (Invoices in currencies other than AUD$ will not be accepted)
3. Include the LOCAL Payout Currency (usually the currency in your bank) (Invoices without the payout currency stated will not be accepted)
4. Include all of the details for you and your Bank (If this information is not included, we cannot pay you, so please make it comprehensive)
a. Your Personal Email Address
b. Business Details
i. Business Name
ii. Business Email Address
v. Full Business Address
vi. Postcode / ZIP
c. Bank Details
i. Bank Name
ii. Bank Address
iii. Bank Account Number
iv. IFSC Code (India Only)
v. SWIFT Code (Other Countries)
vi. Routing Number (USA Only)
vii. Checking or Savings Account (USA Only)
viii. Wire Transfer Number
5. Attach the invoice with the additional information requested above and send to email@example.com
6. Development Cycle must be completed
a. In order to be complete, the following should be completed:
i. All tasks are marked as QA passed and Complete in the intranet
ii. Unit and integration test results attached to the tasks
b. All tasks in Development Cycle must be listed as “Testing Complete” – This status must only be changed by a Project Manager or Client (via the Client Portal)
c. Payment for the first Development Cycle may be claimed prior to commencement of the development (prepayment). This is applicable ONLY for Development Cycle 1.
d. If it is the final Development Cycle, then a Project Completion form signed by the client is also required prior to payment. This is applicable for ALL projects. The final payment will be held until the client has completed the Project Completion Agreement.
7. Asset Management System must be completed properly for all Development Cycles for which payment is requested and where custom programming has taken place:
8. Total Payments made plus total payments requested does not exceed total project budget including any Change Requests
9. If any hourly payments are requested that these do not exceed agreed hourly rate with Contract Management and total quoted time or total time purchased by the customer
10. If payment for any Change Request work is requested, that this has been approved as complete by the client
11. Submission of payment request is made before 5pm on Payment submission dates as per the below
Any payout request not meeting all of these guidelines will be denied and considered again in the next payout round, where it will still need to meet the requirements to be considered for payment. These rules apply to EVERYONE including permanent staff or fixed rate contractors. If you do not work on Development Cycles, you are still required to follow the other points.
We will not enter into discussions about payouts at payout cycle date, rather it is up to you to ensure that you meet ALL OF THE requirements. A payout confirmation will be provided once we payout to each Contractor or Team Leader. This will detail what was paid, and what was denied along with reasons for denial.
Any denied claims will be automatically moved to the next applicable date for claim and will not need to be claimed again.
Payment Submission Dates
Payment Requests are required to be submitted prior to 5pm (Sydney Time) on 8th and 22nd of each month. If the 8th or 22nd falls on a weekend, or public holiday (Victoria, Australia), the payment submission must be made before end of business on the previous working day.
Payments will be reviewed on the 9th and the 23rd of each month by Project Management, Contract Management and Accounts. If the 9th or the 23rd falls on a weekend, or public holiday (Victoria, Australia), the payment review will occur on the next business day.
Payout will be made to nominated banks on 10th and 24th of each month. If the 9 or 10th or 23rd or 24th falls on the weekend, or is a public holiday (Victoria, Australia), the Payout will occur on the second business day after the weekend or public holiday. Therefore in the worst case, payments will be made on the 12th or 25th at the outside.
Note: Negotiation around the requirements will not be entered into. These points ensure that contractors who deliver a quality outcome for our clients are paid without issue.
Note: Moving a task out of a Development Cycle without Project Management approval in order to submit a payment request is a offboarding offense and will not be considered an acceptable action. Changes to tasks MUST be approved by Project Management